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Directors Report of Cosco (India) Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 45^th Board''s Report, along with the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows, for the financial year ended March 31^st, 2024.

FINANCIAL RESULTS
Particulars	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
	('' in Lakhs)	('' in Lakhs)
Revenue from operations	17,655. 17	15,251.52
Other income	94.51	66.79
Total revenue	17,749.68	15,318.31
Total Expenses before Depreciation and amortisation expenses and Finance costs	16,519.91	14,521.08
Profit before Depreciation & Amortisation, Finance costs and Tax expense	1229.77	797.23
Less: Depreciation & Amortisation expenses	237.58	191.95
Profit before Finance costs and Tax expens e	992.19	605.28
Less: Finance costs	523.13	514.78
Profit before Tax expense	469.06	90.50
Tax expenses:
Current tax	150.05	36.98
Tax adjustment related to earlier years	(5.39)	2.40
Deferred tax	3.61	(16.93)
Total Tax:	1 48.2 7	22.45
Profit for the period from continuing operations	320.79	68.05
Other Comprehensive Income, net of Income Tax
i) Items that will not be reclassified to profit or loss	5.81	4.00
ii) Income tax relating to items that will not be re -classified to profit or loss	(1.46)	(1.01)
Other Comprehensive income for the year (net of tax)	4.35	2.99
Total Comprehensive Income for the year	325.14	71.04

COMPANY''S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2023-24

The Revenue from Sale of Products for the current year ended 31.03.2024 was '' 17,626.38 Lakhs against previous year''s sales of '' 15,222.24 Lakhs-registering growth in double digit of 15.79% over the previous year. The exports were higher at '' 544.92 Lakhs (Previous year '' 376.56 Lakhs) in F.O.B value terms an increase of about 44.71%. The Revenue from services for the current year amounted to '' 9.20 Lakhs (Previous year '' 5.64 Lakhs). Other Operating Income was '' 19.59 Lakhs (Previous Year '' 23.64 Lakhs) which includes Export Incentives viz. Duty Drawback '' 6.79 Lakhs (Previous Year '' 5.26 Lakhs).

According to the International Monetary Fund (IMF), the global growth decelerated to 3.20 % during 2023 from 3.50 percent during 2022. The baseline forecast is for the world economy to continue growing at 3.20 % during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economiesâwhere growth is expected to rise from 1.60 % in 2023 to 1.70 % in 2024 and 1.80 % in 2025 will be offset by a modest slowdown in emerging market and developing economies from 4.30 % in 2023 to 4.20 % in both 2024 and 2025.

During FY 2023-24 the pace of economic activity was dragged down, inter alia, by restrictive monetary policy stances to tame inflation, protracted geopolitical tensions and sluggish recovery in China. The global environment continued to be challenged by the continuing war between Russia and Ukraine and the ongoing conflict between Israel and Gaza. The potential impact of climate change became increasingly evident, with economic losses due to extreme weather events. Global inflation fell to 6.80 % in 2023 from 8.70 % in 2022 on the back of easing commodity prices, favourable supply conditions and monetary tightening across major economies. Global inflation is forecast to decline steadily, from 6.80 % in 2023 to 5.90 % in 2024 and 4.50 % in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually.

The Indian economy exhibited resilience during 2023-24 amidst global uncertainty, with real GDP growth improving to 7.60 % from 7.0 % in 2022-23, supported by robust fixed investment. Despite the challenging global landscape during the year, India emerged as the fastest-growing major economy, driven by a robust push in capital formation with public investment leading the path. The large domestic consumption basket in the country also supported this growth, though overall, it showed signs of moderation from the earlier years. Government-led strategic reforms, substantial investments in physical and digital infrastructure, and initiatives like ''Make in India'' and the Production-Linked Incentive (PLI) scheme bolstered the country''s growth, resilience, and selfreliance. On the supply side, economic activity was supported by the improvement in the manufacturing sector''s profitability which benefitted from lower input prices as well as the sustained momentum in services activity, offsetting the slowdown in the agricultural sector. Headline inflation moderated during 2023-24 into the tolerance band on the back of anti-inflationary monetary policy, active supply management measures, and corrections in global commodity prices. Core inflation exhibited a broad based disinflation and has moved below 4 % from December 2023. As headline inflation eases towards the target, it will spur consumption demand especially in rural areas.

The external sector''s strength and buffers in the form of foreign exchange reserves will insulate domestic economic activity from global spillovers. Geopolitical tensions, geo-economic fragmentation, global financial market volatility, international commodity price movements and erratic weather developments pose down side risks to the growth outlook and upside risks to the inflation outlook. The Indian economy would also have to navigate the medium-term challenges posed by rapid adoption of AI/ML technologies and recurrent climate shocks. Even so, it is well placed to step-up its growth trajectory over the next decade in an environment of macroeconomic and financial stability so as to achieve its developmental aspirations by reaping its demographic dividend and exploiting its competitive advantages that have placed it as the fastest growing major economy of the world.

(Note: Read more on the macroeconomic landscape and business outlook in Management Discussion & Analysis section in this Integrated Annual Report)

The objective of the Management is to build a sustainable organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees and generating profitable growth for our investors.

The management is optimistic about the better performance of the Company during the current year both in terms of sales and profitability and is confident that the Company will continue to be on the growth path in the subsequent years. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis. The Company is expanding its product range of quality products and the marketing network in its endeavor to improve top line as well as net margins The Company has also initiated steps for production of some of substitutes under ''Aatma Nirbhar Bharat Abhiyan''. There is consistent demand of Sports goods and Health & Fitness goods from Individuals and Households. ''COSCO'' is a leading brand in the Sports and Fitness segment in the domestic market. The Management is continuously taking effective steps to further boost ''COSCO'' Brand Value, which will help in driving growth. .

The Net Worth of the Company as at 31.03.2024 was '' 4,980.67 Lakhs (Previous Year '' 4,655.53 Lakhs).

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: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 480 lakhs (Equivalent INR 133.20* lakhs) and after deducting LKR 16.74 lakhs ( due for Board of Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 463.26 lakhs (Equivalent INR 128.55* lakhs) . 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/Ind AS 110 issued by the Institute of Chartered Accountants of India, have not been prepared since the company is under liquidation.

* Exchange rate as on 31.03.2024: 1 LKR = INR 0.2775

DIVIDEND

Board does not recommend any dividend for Financial Year 2023-24 to consolidate financial position of the Company.

TRANSFERS TO RESERVES

The opening balance of General Reserve is '' 1,125.17 Lakhs and same is retained as on 31.03.2024. The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review. The balance in Retained earnings '' 3109.41 Lakhs (Previous year '' 2788.62 Lakhs) includes Current year''s Net Profit from continuing operations '' 320.79 Lakhs (Previous year '' 68.05 Lakhs).

DIRECTORS'' RESPONSIBILITY STATEMENT

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 31^st March, 2024, 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 31^st March, 2024 and of the profit of the Company for the year ended on that date;

iii. the 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 generally 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and reasonably effective during FY 2023-2024 and shall take needful effective steps/corrective measures in some areas, which need improvement as reported by the Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Arun Jain (DIN: 01054316) Director of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, Board recommends his reappointment.

Shri Devinder Kumar Jain (DIN:00191539) Managing Director & CEO and Shri Narinder Kumar Jain (DIN: 00195619) as Managing Director of the Company had been reappointed in the 42^nd Annual General Meeting held on 30^th September, 2021 for a term of 3 years w.e.f 16^th March, 2022 till 15^th March, 2025. Their term of reappointment will expire on 15^th March, 2025.

Based on the recommendation of the Nomination and Remuneration Committee of the Company and being satisfied on the performance evaluation, considering the role played by them and to reap the benefits of their rich and varied experience, the Board at its Meeting held on 30^th May 2024 has recommended the re-appointment of Shri Devinder Kumar Jain (DIN:00191539) and Shri Narinder Kumar Jain (DIN:00195619) as Managing Directors of the Company for further period of 3 years w.e.f 16^th March, 2025 to 15^th March, 2028 upon the remuneration, terms and conditions as set out in the notice of the ensuing Annual General Meeting and same is approved by the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 and Schedule V of the Companies Act, 2013 and Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the time being in force, and in accordance with the Articles of Association of the Company.

The Resolutions seeking approval of the members by way of Special Resolution(s) for the re-appointment of Shri Devinder Kumar Jain and Shri Narinder Kumar Jain have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about them.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the SS-2 on General Meeting are given in the Notice of AGM, forming part of the Annual Report.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and after the members approvals in the 43^rd Annual General Meeting held on 30.09.2022, Mr. Vineet Bhutani (DIN:02033791 ), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005) and Mr. Sudhir Kalra (DiN:09704840) have been appointed as Independent Directors of Cosco (India) Limited for a term of 5 years w.e.f. 01.10.2022.

Ms. Tejal Jain (DIN: 09219682) Independent Director, completed her 1^st term of appointment on 30^th September 2022 and Reappointed for 2^nd term as Independent Director of Cosco (India) Limited w.e.f 01.10.2022 with the approval of members in the 43^rd Annual General Meeting held on 30.09.2022.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.cosco.in. No Director has resigned from the Board during the financial year under review.

Independent Director(s), Mr. Vineet Bhutani (DIN:02033791 ), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005), Mr. Sudhir Kalra (DIN:09704840) and Ms. Tejal Jain (DiN:09219682) shall hold office w.e.f. 1^st October, 2022 for a period of five consecutive years till 30^thSeptember, 2027 and shall not be liable to retire by rotation.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are:-

-Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Officer of the company and Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company, who were reappointed for a period Three (3) years with effect from 16^th March 2022 till 15^th March 2025 in the Annual General Meeting held on 30^th September, 2021.

-Mr. Pankaj Jain (DIN:00190414) - Whole Time Director and CFO of the Company resigned as CFO w.e.f 23.05.2023 to focus on other areas. He shall continues to holds office as Whole Time Director of the Company -Mr. Arun Jain (DIN:01054316)-Whole Time Director, appointed as CFO of the Company w.e.f 30.05.2023 based on the recommendation and approval of the Nomination and Remuneration Committee, Audit Committee and the Board.

- Ms. Sudha Singh -Company Secretary, w.e.f 1^st May, 2015.

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 for Board''s meeting and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

None of the Director of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India (âSEBIâ), Ministry of Corporate Affairs (âMCAâ) or any other such statutory authority and they have given their consent in writing to act as Director(s).

MEETINGS OF THE BOARD

During the year 2023-2024, Five (5) Board Meetings and Five (5) 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. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings;

BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of individual Directors on the basis of 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 and the Board as a whole was evaluated. Additionally, they also evaluated the Managing Directors of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting.

The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its committees with the company and its Management.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder;

Selection and procedure for nomination and appointment of Directors

The Policy of the Company on Directors'' 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

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors. The key features of which are as follows:

â¢ Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate reasonable standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

â¢ Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems inter alia 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 2023-24. The company will further strengthen its Internal Financial Controls in areas observed by the Auditors.

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

AUDITORS

M/s. Madan & Associates, Chartered Accountants (ICAI Registration No.: 000185N) were appointed as the Statutory Auditors at 43^rd Annual General Meeting (aGm) of the Company held on 30^th September, 2022 from the conclusion of 43^rd AGM till the conclusion of 48^th AGM of the Company to be held in the year 2027.

INDEPENDENT AUDITORS'' REPORT

The Auditors'' Report do not contain any qualifications or adverse remarks.

We have taken note of the Auditors'' observations w.r.t. the Internal Audit System of the company (Refer Annexure B to the Auditors'' Report - Sub clause (xiv) of Companies Auditors Report Order , 2020), which as per the Auditors needs to be substantially strengthened considering the size and the nature of its business in terms of scope, coverage and compliance thereof and that the internal audit reports for the year under audit, issued to the Company close to the signing of their reports could not be considered in determining the nature, timing and extent of their audit procedures, which observation was also made by the Auditors in their last year report. In this regard, as explained last year, the management is of the view that the Internal Audit System is reasonably effective having regard to the medium scale (MSME) category of the company and since all significant transactions and day to day operations are monitored, controlled, authorized and managed by the top management. The Management of the company, in consultation with the Auditors, will endeavor to further strengthen the internal audit in terms of scope, coverage and compliance thereof as may be specifically advised/desired by the Auditors and considered necessary by the Management. Further the Internal Audit is continuous process and invariably quarterly Internal Audit reports are issued to the Company by the Internal Auditors. The Internal Audit Report(s) for the last 2 quarters ended 31.12.2023 & 31.03.2024 were issued on 17.05.2024 by the Internal Auditors before the signing of the Independent Auditors Report. The Internal Audit Reports for earlier quarters ended till 30.09.2023 were issued well before the date of signing of the statutory audit report. However, the Management shall endeavor to get the Internal Audit completed well in advance.

We have also taken note of the observations, of the Auditors reported in their Report on the Internal Financial Controls inter-alia including those reported last year also, for further strengthening of certain areas of Internal Financial Controls viz. Purchases: Rates/ prices negotiated by the top management. Negotiations are not fully documented;

Inventory : The controls regarding physical verification of work in progress needs to strengthened and verification should be done by stopping the operations. The inventories should be monitored closely to keep inventories at reasonable levels to improve Inventory Turnover Ratio. Excess inventory should be ascertained periodically and got liquidated strategically at the earliest. Similarly, slow moving / non-moving stocks should be liquidated promptly at periodical intervals;

Trade Receivables: More proactive actions required to effectuate recovery of Old Receivables -more specifically which are outstanding for more than one year. Also, where there are inordinate delays in payments, such customers should be monitored selectively and effectively through MIS. Invariably some customers avail extended credit - Credit discipline need to be enforced in these cases. ;

Fixed Assets Physical verification: needs improvement to see all items of PPE are physically verified in phase of 3 years;

Expenditure Budgeting having regard to sales forecast, production and procurement plan;

Volume of Expense through petty cash: needs to be reduced to the extent possible;

Timely recording of Transactions involving TDS/TCS provisions and obtention of declaration from clearing Agents for non-applicability of TDS provisions.

The Company''s Management is of the view that most of the Internal Financial Controls are reasonably effective as stated in our last year''s Board Report, However, the management is taking more effective steps in continuity to further strengthen the Internal Financial Controls in respect of all these areas, inter-alia Purchase: Timely and proper documentation of finalized/negotiated price for purchase; The strengthening of controls regarding physical verification of WIP suggested to be done by stopping operations -presently being done at year end; Monitoring of Inventories to keep inventories at reasonable levels to improve Inventory Turnover Ratio-being monitored regularly on monthly basis by top Management; More efforts are being made and steps taken to liquidate the slow or non-moving stocks periodically; Trade Receivables-These are being monitored closely by senior executives and top management, recovery of old receivables is being pursued, credit discipline is being enforced more proactively, And steps have been taken for taking confirmations periodically from trade receivables and well before approval of financial statements; Fixed Assets Physical -most of the

items of PPE are physically verified in phase of 3 years; Volume of Expenses through petty Cash, which are being incurred due to business exigencies, shall be reduced to the extent possible; TDS and TCS:Timely recording and obtaining Necessary confirmations from concerned shipping agents/parties are being pursued. Most of these Auditors observations were reported last year also and dealt with in the last year Directors Report. Remedial actions and steps are being taken to further strengthen the Internal Financial Controls in respect of these areas to the extent feasible.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. Other observation/comments, if any, in the Independent Auditors Report read with the Notes to the Financial Statements, are self explanatory and need no further clarification /explanation.

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.

INTERNAL AUDITORS

M/s PARM & Associates LLP, Chartered Accountants perform the duties of Internal Auditors of the Company and their report is reviewed by the audit committee from time to time.

COST AUDITORS

As per the Companies (Cost Records and Audit) Rules, 2014, as amended by the Companies (Cost Records and Audit) Amendments Rules, 2014, 2016 and 2018, the maintenance of Cost Records has not been specified by the Central Government and as such Cost Audit is not applicable to our Company.

AUDIT COMMITTEE

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2024.

RISK MANAGEMENT POLICY

The Company has an integrated risk management framework through which it identifies, monitors, mitigates and reports key risks that impacts its ability to meet the strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report (Refer Annexure -D which form part of this report).

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

TRANSACTIONS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm''s length basis and approved by the Audit Committee. Transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions (''RPT'') exceeds '' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. There were no material transactions of the Company with any of its related parties as per the Act.

Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2023-24 and, hence, the same is not required to be provided. The details of RPTs during FY 2023-24, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees for attending Board Meeting and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company''s website

https://www.cosco.in/uploads/investors/revised policy on materiality of related party transaction 164906 8668.pdf

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

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

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website at; https://www.cosco.in/uploads/investors/annual return 31 03 2024 1723445431.pdf

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Companies Act, 2013.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations, Ms. Tejal Jain (DIN:09219682), Mr. Vineet Bhutani (DIN:02033791), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DiN:00701005) and Mr. Sudhir Kalra (DIN:09704840), are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

MANAGERIAL REMUNERATION & 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 Jai n		55:1
	Shri Narinder Kumar Jai n		55:1
	Mr. Arun Ja in		43:1
	Mr. Manish Jai n		43:1
	Mr. Pankaj Ja i n		43:1
	Mr. Neeraj Jain		43:1

	Non Executive Directors		Ratio to median remuneration
	Ms. Tejal Ja i n		Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any, for attending Board Meetings. No other Remuneration has been paid to the Independent Directors).
	Mr. Vineet Bhutani
	Mr. Gautam Macker
	Mr. Vivek Sharma
	Mr. Anurag Gupta
	Mr. Sudhir Kalra
	b. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
Directors, Chief Executive Officers, Chief Financial Officer and Company Secretary		% increase in Remuneration in the financial year
Executive Directors :-
Shri Devinder Kumar Jain		9.64
Shri Narinder Kumar Jain		9.64
Mr. Arun Jain		9.38
Mr. Manish Jain		9.38
Mr. Pankaj Jain		9.38
Mr. Neeraj Jain		9.38
Independent Directors :-
Ms. Tejal Jain		Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors). Details of Sitting fees paid/payable incorporated in Corporate Governance report.
Mr. Vineet Bhutani
Mr. Gautam Macker
Mr. Vivek Sharma
Mr. Anurag Gupta
Mr. Sudhir Kalra
Ms. Sudha Singh -Company Secretary		13.89

c. The percentage increase in the median remuneration of employees in the Financial Year : 8.90 %

d. The number of permanent employees on the rolls of the Company: 457

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 2023-24 was approximately 4.18% to 25 % compared to the percentile increase of 9.38% to 9.64% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company and within limits 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

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.

https://www.cosco.in/uploads/investors/familiarisation programme to independent directors fy 2023 24 1 713517357.pdf

Policy on dealing with related party transactions is available on the website of the Company. https://www.cosco.in/uploads/investors/revised policy on materiality of related party transaction 164906 8668.pdf

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

There was no instance of one-time settlement with any Bank or Financial Institution.

Details as per Regulation 30(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of events which are material, pursuant to the proviso of Regulation 30(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These disclosures have been given under the head ''Contingent liabilities'' (Note no.35 of Notes to Financial Statements).

As stated in the said note in addition, the company is subject to legal proceedings claims, which have arisen in the ordinary course of business. The company''s management reasonably does not expect that outcome of these legal proceeding etc., when ultimately concluded and determined, will have adverse material effect on the company''s results of operations or financial condition.

Unclaimed Dividends

Company had declared an interim Dividend for FY 2015-16 on 12.08.2015.

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe IEPF Rulesâ), during the FY 2022-2023, unclaimed dividend amounting to '' 76,248 was transferred by the Company to the Investor Education and Protection Fund (âIEPFâ), established by the Government of India.

Further, 44,455 Equity shares were transferred to the demat account of the IEPF Authority during the same year, in accordance with the IEPF Rules, as the dividend(s) has not been claimed by the shareholders for 7 (seven) consecutive years.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a ''Whistle Blower policy/Vigil Mechanism'' which provides for adequate safeguard against victimization of person who use such mechanism and the Directors and employees have direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism (Whistle Blower Policy) is available on Company''s website www.cosco.in at: https://www.cosco.in/uploads/investors/whistle blower policy 1566037432.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âthe Prevention of Sexual Harassment Actâ), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office.

There was no complaint received from any employee during the financial year 2023-24 and hence, no complaint is outstanding as on March 31st, 2024 for redressal.

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-B annexed hereto and form part of this Report.

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 2023-24 and 2024 - 2025 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 - C2 & C3 respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -D 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 Board of Directors places on record their sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible through their hard work, solidarity, cooperation, and dedication during the year.

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Dealers, Government Authorities and Regulators and all other business associates.

The Management also place on record their appreciation for the confidence reposed by the Stakeholders. The Directors appreciate and value the contributions made by each and every member and Stakeholder of the Company.

Mar 31, 2023

Your Directors have pleasure in presenting the 44^th Board''s Report, along with the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows, forthe financial year ended March 31^st, 2023.

FINANCIAL RESULTS

Particulars	Current Year ended 31.03.2023	Previous Year ended 31.03.2022
	('' in Lakhs)	('' in Lakhs)
Revenue from operations	15,25 1 .52	13,611.82
Other income	66.79	89.25
Total reven ue	15,318.31	13,701.07
Total Expenses before Depreciation and amortisation expenses and Finance costs	14,521.08	12,816.85
Profit before Depreciation & Amortisation, Finance costs and Tax expense	797.23	884.22
Less: Depreciation/ Amortisation/ Impairment	19 1.95	165.54
Profit before Finance costs and Tax expense	605.28	718.68
Less: Finance costs	5 1 4.78	467.77
Profit before Tax expense	90.5	250.91
Tax expenses:
Current tax	36.98	78.35
Tax adjustment related to earlier years	2.40	0.15
Deferred tax	( 1 6.9 3)	(19.60 )
Total Tax:	22.45	58.90
Profit for the period from continuing operations	68.05	1 92.0 1
Other Comprehensive Income
i) Re-measurement gains/(losses) on defined benefit plans	4.00	27.12
ii) Tax impact on re-measurement gain/(losses) on defined benefit plans	(1.01)	(6.82)
Other Comprehensive income/(losses)for the year (net of tax)	2.99	20.30
Total Comprehensive Income for the year	71.04	212.31

COMPANY''S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2022-23

The Revenue from Sale of Products for the current year ended 31.03.2023 was '' 15,222.24 Lakhs against previous year''s sales of '' 13,583.02 Lakhs-registering growth in double digit of about 12.07% over the previous year. The exports were higher at '' 376.57 Lakhs (Previous year '' 243.10 Lakhs) in F.O.B value terms an increase of about 55%. The Revenue from services for the current year amounted to '' 5.64 Lakhs (Previous year '' 5.48 Lakhs). Other Operating Income was '' 23.64 Lakhs (Previous Year '' 23.32 Lakhs) which includes Export Incentives viz. Duty Drawback '' 5.26 Lakhs (Previous Year '' 3.31 Lakhs).

Global economic growth is expected to decelerate from 3.5% in 2022 to 3% in 2023 and 2024 as per IMF. In general, global economic shocks in the past were severe but spaced out in time. At least three shocks have hit the global economy since 2020. It all started with the pandemic-induced contraction of the global output, followed by the Russian-Ukraine conflict leading to a worldwide surge in inflation. Then, the central banks across economies led by the Federal Reserve responded with synchronised policy rate hikes to curb inflation. With inflation persisting in the advanced economies and the central banks hinting at further rate hikes, downside risks to the global economic outlook appear elevated.

The Indian economy, however, appears to have moved on after its encounter with the pandemic, staging a full recovery in FY22 ahead of many nations and positioning itself to ascend to the pre-pandemic growth path in FY23. Yet in the current year, India has also faced the challenge of reining in inflation that the European strife accentuated. Measures taken by the government and RBI, along with the easing of global commodity prices, have finally managed to bring retail inflation below the RBI upper tolerance target in November 2022. However, the challenge of the depreciating rupee, although better performing than most other currencies, persists with the likelihood of further increases in policy rates by the US Fed. The widening of the CAD may also continue as global commodity prices remain elevated and the growth momentum of the Indian economy remains strong. The loss of export stimulus is further possible as the slowing world growth and trade shrinks the global market size in the second half of the current year.

The Indian economy grew at 6.8% to 7% in FY 2022-23, as compared to 9% registered for the previous fiscal year. However, in a year which saw growth decelerating across the world with recessionary expectations building up, the Indian economy still exhibited resilience, underpinned by robust domestic consumption demand and well supported by the Government''s push in various parts of the economy.

The Management strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees and generating profitable growth for our investors.

* Read more on the macroeconomic landscape and business outlook in Management Discussion & Analysis section in this Integrated Annual Report

There is consistent demand of Sports goods and Health & Fitness goods from Individuals and Households. ''COSCO'' is a leading brand in the Sports and Fitness segment in the domestic market. The management is optimistic about the better performance of the Company during the current year both in terms of sales and profitability and will be on the growth path in the subsequent years. The Management is continuously taking effective steps to further boost ''COSCO'' Brand Value, which will help in driving growth. .

The Company is expanding its product range of quality products and the marketing network 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. The company has also initiated steps for production of some of substitutes under ''Aatma Nirbhar Bharat Abhiyan''.

The Net Worth of the Company as at 31.03.2023 was '' 4,655.53 Lakhs (Previous Year '' 4,584.49 Lakhs).

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: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 480 lakhs (Equivalent INR 119.80¹ lakhs) and after deducting LKR 16.74 lakhs ( due for Board of Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 463.26 lakhs (Equivalent INR 115.62¹ lakhs) . 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/Ind AS 110 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 2022-23 to consolidate financial position of the Company.

TRANSFERS TO RESERVES

The opening balance of General Reserve is '' 1,125.17 Lakhs and same is retained as on 31.03.2023. The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review. The balance in Retained earnings '' 2788.62 Lakhs (Previous year '' 2720.58 Lakhs) includes Current year''s Net Profit from continuing operations '' 68.05 Lakhs (Previous year '' 192.01 Lakhs).

DIRECTORS'' RESPONSIBILITY STATEMENT

i. in the preparation of the annual accounts for the year ended 31^st March, 2023, 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 31^st March, 2023 and of the profit of the Company for the year ended on that date;

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 generally 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and reasonably effective during FY 2023 and shall take needful effective steps / corrective measures in some areas, which need improvement as reported by the Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Neeraj Jain (DIN: 00190592) Director of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Board recommends his reappointment.

The term of appointment of Mr. Arun Jain (DIN:01054316), Mr. Manish Jain (DIN: 00191593), Mr. Pankaj Jain (DIN: 00190414) and Mr. Neeraj Jain (DIN: 00190592) as Whole Time Director(s) of the Company expire on 30^th September, 2023.

Based on the recommendation of the Nomination and Remuneration Committee of the Company and being satisfied on the performance evaluation, considering the role played by them towards the growth of this Company and to reap the benefits of their rich and varied experience, the Board at its Meeting held on 14^thAugust 2023 has recommended the re-appointment of Mr. Arun Jain (DIN:01054316), Mr. Manish Jain (DIN: 00191593), Mr. Pankaj Jain (DIN: 00190414) and Mr. Neeraj Jain (DIN: 00190592) as Whole Time Directors of the Company for further period of 3 years w.e.f 1^st October, 2023 to 30^th September, 2026 upon the remuneration,

terms and conditions as set out in the notice of the ensuing Annual General Meeting and same is approved by the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 and Schedule V of the Companies Act, 2013 and Rules framed thereunder and and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the time being in force, and in accordance with the Articles of Association of the Company.

The Resolutions seeking approval of the members by way of Special Resolution(s) for the re-appointment of Mr. Arun Jain , Mr. Manish Jain, Mr. Pankaj Jain and Mr. Neeraj Jain have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about them.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the SS-2 on General Meeting are given in the Notice of AGM, forming part of the Annual Report.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

During the Financial Year 2022-23 five Independent Directors of the Company namely Shri Mohan Lal Mangla (DIN:00311895), Shri Mahavir Prasad Gupta(DIN:00190550), Shri Sunil Jain (DIN:00387451), Shri Vijender Kumar Jain (DIN:06423328) and Smt. Nisha Paul (DIN:00325914) retired from the Board after completion of their 2^nd term of office as Independent Director(s) of Cosco (India) Limited on 30.09.2022.

All above said Directors joined the Board as an Independent Director under the Companies Act, 2013 in the year 2014 and since then the Company has immensely benefitted from their guidance in the areas of operations, risk management and governance etc. The Board places on record appreciation for their consistent dedication and commitment during their entire tenure.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and after the members approvals in the last 43^rd Annual General Meeting held on 30.09.2022, Mr. Vineet Bhutani (DIN:02033791 ), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005) and Mr. Sudhir Kalra (DiN:09704840) have been appointed as Independent Directors of Cosco (India) Limited for a term of 5 years w.e.f. 01.10.2022.

Ms. Tejal Jain (DIN: 09219682) Independent Director, completed her 1^st term of appointment on 30^th September 2022 and appointed for 2^nd term as Independent Director of Cosco (India) Limited w.e.f 01.10.2022 with the approval of members in the 43^rd Annual General Meeting held on 30.09.2022.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are:-

- Ms. Sudha Singh -Company Secretary, w.e.f 1^st May, 2015.

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 for Board''s meeting and reimbursement of expenses, if any, incurred by them for the purpose of attending Board meetings of the Company.

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 2022-2023, Seven (7) Board Meetings and Five (5) 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. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings;

BOARD EVALUATION

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Managing Directors of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting.

The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its committees with the company and its Management.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder;

Selection and procedure for nomination and appointment of Directors

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate reasonable standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems inter alia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal fiinancial 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 2022-23. The company will further strengthen its Internal Financial Controls in areas observed by the Auditors.

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

AUDITORS

INDEPENDENT AUDITORS'' 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 some specific Notes to the Financial Statements viz: Note no. 5.3 regarding recoverable amount of land compensation, Note no. 9.2 regarding trade receivables & Note No. 19.3 regarding trade payables, for confirmation of Trade Receivables/ Payables and provision for expected credit loss. As stated in Note no. 5.3, the amount of land compensation recoverable is on account of enhanced compensation awarded by the Court in respect of acquisition of land of about 325 sq. yards of factory land and construction thereon by PWD (B&R), Gurugram The company has filed a case of recovery before Addl. Session Judge, Gurugram, which is pending. Regarding Trade Receivables - As stated in Note No. 9.2- The Company has sent letters to Trade payables / Trade receivables for confirmations. However the same are awaited. Adjustment, if any, will be made on the receipt of the confirmations. In the opinion of the management, these balances are good for payment and recovery. Trade receivables more than 1 year amounting to '' 45.65 lakhs are considered good by the management. The Company makes provision for Expected Credit loss in respect of the outstanding amounts for more than 3 years instead on the basis prescribed under Ind AS 109 as in the opinion of the management, it is not significant. Regarding Trade Payables- As stated in Note No. 19.3, The Company has sent letters to creditors for confirmations. However the same are awaited. Adjustment, if any, will be made on the receipt of the confirmations.

issued to the Company close to the signing of their reports could not be considered in determining the nature, timing and extent of their audit procedures. In this regard, the management is of the view that the Internal Audit System is reasonably effective having regard to the medium scale (MSME) category of the company and since all significant transactions and day to day operations are monitored, controlled, authorized and managed by the top management. The Management will endeavor to further strengthen the internal audit in terms of scope, coverage and compliance thereof. Further the Internal Audit is continuous process and invariably quarterly Internal Audit reports are issued to the Company by the Internal Auditors. The Internal Audit Report for the quarter ended 31.03.2023 was issued on 26.05.2023 by the Internal Auditors close to the signing of the Independent Auditors Report. The Internal Audit Reports for earlier quarters ended till 31.12.2022 were issued well before the date of signing of the statutory audit report. However, the Management shall endeavor to get the Internal Audit completed well in advance.

We have also taken note of the observations of the Auditors reported in their Report on the Internal Financial Controls, for further strengthening of certain areas of Internal Financial Controls viz. Sales Return: Control regarding the accounting of sales return and timely reporting of the sales return by the stores department to the accounts department and maintenance of adequate records by the accounts department in respect of defective goods returned; Purchases: Timely recording of purchase invoices; Inventory: The controls regarding physical verification of work in progress needs to strengthened and verification should be done by stopping the operations. The inventories should be monitored closely to keep inventories at reasonable levels to improve Inventory Turnover Ratio; Trade Receivables: More proactive actions required to effectuate recovery of Old Receivables -more specifically which are outstanding for more than one year. Also, where there are inordinate delays in payments, such customers should be monitored selectively and effectively through MIS. Invariably some customers avail extended credit - Credit discipline need to be enforced in these cases. Company needs to obtain the confirmations from trade receivables/ payable before approval of the financial statements by the Board of Directors; Fixed Assets Physical verification: needs improvement to see all items of PPE are physically verified in phase of 3 years; Contract Labour Management: Control regarding maintenance of dual records by time office and production department about labour supply through contractor; Volume of Expense through petty cash: needs to be reduced to the extent possible; TDS and TCS deductions, payments to Govt. and filling of returns etc. were found in order. Regarding payments to shipping agents - confirmations should be taken from the shipping agents confirming that they are agents of non - residents and they are receiving payments as agents of their non - resident principals to ensure non applicability of TDS provisions. The Company''s Management is of the view that most of the Internal Financial Controls are reasonably effective , however, the management will take more effective steps to further strengthen the Internal Financial Controls in respect of all these areas inter-alia Sales return accounting and reporting; Timely recording of purchase invoices-being entered only after approval by ED/ authorized executive which will be expedited; Physical verification of WIP-presently being done at year end; Monitoring of Inventories- being monitored regularly on monthly basis by top Management; Trade Receivables- These are being monitored closely by senior executives and top management, recovery of old receivables is being pursued, credit discipline is being enforced more proactively, And steps have been taken for taking confirmations periodically from trade receivables and well before approval of financial statements; Fixed Assets Physical -most of the items of PPE are physically verified in phase of 3 years; Contract Labour Management: Proper records are being maintained by Time Office and monitored by HR Manager/ authorized executive; Petty expenses, which are being incurred due to business exigencies, shall be minimized; TDS and TCS : Necessary confirmations shall be taken from concerned shipping agents/parties.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. Other observation / comments, if any , in the Independent Auditors Report read with the Notes to the Financial Statements, are self explanatory and need no further clarification /explanation.

SECRETARIAL AUDITORS'' REPORT

INTERNAL AUDITORS

M/s PARM & Associates LLP, Chartered Accountants performs the duties of Internal Auditors of the Company

and their report is reviewed by the audit committee from time to time.

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.

AUDIT COMMITTEE

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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2023.

RISK MANAGEMENT POLICY

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

TRANSACTIONS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 with related parties were on an arm''s length basis and approved by the Audit Committee. Transactions, which were repetitive in nature, were approved through omnibus route.

Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for fY 2022-23 and, hence, the same is not required to be provided. The details of RPTs during FY 2022-23, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company''s website

https://www.cosco.in/uploads/investors/revised policy on materiality of related party transaction 164906 8668.pdf

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

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

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website at; https://www.cosco.in/uploads/investors/annual return 31 03 2023 1692957295.pdf

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate company within the meaning of the Companies Act, 2013.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations, Ms. Tejal Jain (DIN:09219682, Mr. Vineet Bhutani (DIN:02033791), Mr. Gautam Macker (DIN:00542563), Mr. Vivek Sharma (DIN:00278406), Mr. Anurag Gupta (DIN:00701005) and Mr. Sudhir Kalra (DIN:09704840), are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

MANAGERIAL REMUNERATION & 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	55:1
Shri Narinder Kumar Jain	55:1
Mr. Arun Jain	42:1
Mr. Manish Jain	42:1
Mr. Pankaj Jain	42:1
Mr. Neeraj Jain	42:1

Non Executive Directors	Ratio to median remuneration
Ms. Tejal Jain	Not Applicable ( Independent Directors are paid only sitting fees and reimbursement of expenses. if any. for attending Board Meetings. No other Remuneration has been paid to the Independent Directors) .
Mr. Vineet Bhutani
Mr. Gautam Macker
Mr. Vivek Sharma
Mr. Anurag Gupta
Mr. Sudhir Kalra

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

Directors, Chief Executive Officers, Chief Financial Officer and Company Secretary	% increase in Remuneration in the financial year
Executive Directors :-
Shri Devinder Kumar Jain	10.67
Shri Narinder Kumar Jain	10.67
Mr. Arun Jain	10.34
Mr. Manish Jain	10.34
Mr. Pankaj Jain	10.34
Mr. Neeraj Jain	10.34
Independent Directors :-
Ms. Tejal Jain	Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses. if any for attending Board Meetings. No other Remuneration h as been paid to the Independent Directors). Details of Sitting fees paid/payable incorporated in Corporate Governance report.
Mr. Vineet Bhutani
Mr. Gautam Macker
Mr. Vivek Sharma
Mr. Anurag Gupta
Mr. Sudhir Kalra
Ms. Sudha Singh -Company Secretary	16.13

c. Ihe percentage increase in the median remuneration of employees in the Financial Year : 2.69 %

d. The number of permanent employees on the rolls of the Company: 455

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 2022-23 was approximately 4.53% to 20.38% compared to the percentile increase of 10.34% to 10.67% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company and within limits 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
Employee Name	Designation	Remunerati on ('' in Lakhs)	Nature of employ ment	Qualificati on	Experie nce (in years)	Year of commenc ement of employm ent	Age	Last employme nt	% of Equity Shares	Whether employee is relative of Director or Manager
Shri Devinder Kumar Jain	Managing Director and CEO	78.01	Perman ent	Graduate in B. Sc.	62	1980	85	NA	3.53	Relative of Shri. Narinder Kumar Jain-Mg. Director, Mr. Arun Jain-WTD and Mr. Manish Jain -WTD
Shri Narinder Kumar Jain	Managing Director	79.13	Perman ent	Graduate and Diploma in Internatio nal Marketing	57	1989	82	NA	3.69	Rel at i ve o f Shri. Devinder Kumar Jain -Mg. Director & CEO and Mr. Neeraj Jain-WTD
Mr. Arun Jain	Whole -Time Director and CFO	59.35	Perman ent	B.E., M. Tech.	31	2007	57	NA	2.03	Relative of Shri. Devinder Kumar Jain -Mg. Director & CEO and Mr. Manish Jain-WTD
Mr. Manish Jain	Whole -Time Director	58.82	Perman ent	Qualified Engineer and MBA	30	1998	53	NA	2.20	Relative of Shri. Devinder Kumar Jain -Mg. Director & CEO and Mr. Arun Jain-WTD
Mr. Pankaj Jain	Whole -Time Director	59.32	Perman ent	B. Com and MBA	30	1998	52	NA	7.55
Mr. Neeraj Jain	Whole -Time Director	60.86	Perman ent	B.E., M.Sc. & MBA	29	1998	51	NA	2.37	Relative of Shri. Narinder Kumar Jain -Mg. Director
Mr. Aakash Jain	Senior Executive	15.25	Perman ent	B.Tech	4	2019	27	NA	0.61	Relative of Mr. Arun Jain WTD
Mr. Rajesh Kumar Khurana	Finance Manager & Head of Accounts	13.03	Perman ent	B.Com(H) , FCA	41	1996	66	NA	Nil	NA
Mr. Gawesh Narula	Senior Accounts Officer	11.17	Perman ent	Graduate	25	2005	53	NA	Nil	NA
Mr. Manojit Chakraborty	Manager (Costing)	10.94	Perman ent	Cost Accounta nt	25	2005	56	NA	Nil	NA

* Gratuity not included.

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.

https://www.cosco.in/uploads/investors/familiarisation programme to independent directors fy 2022 23 1 682318462.pdf

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

There was no instance of one-time settlement with any Bank or Financial Institution.

Details as per Regulation 30(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of events which are material, pursuant to the proviso of Regulation 30(4)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These disclosures have been given under the head ''Contingent liabilities'' (Note no.35 of Notes to Financial Statements).

Unclaimed Dividends

Company had declared an interim Dividend for FY 2015-16 on 12.08.2015.

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe IEPF Rulesâ), during the year under review, unclaimed dividend amounting to '' 76,248 was transferred by the Company to the Investor Education and Protection Fund (âIEPFâ), established by the Government of India.

Further, 44,455 Equity shares were transferred to the demat account of the IEPF Authority during the year, in accordance with the IEPF Rules, as the dividend(s) has not been claimed by the shareholders for 7 (seven) consecutive years.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. There was no complaint received from any employee during the financial year 2022-23 and hence, no complaint is outstanding as on March 31^st, 2023 for redressal.

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

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 2022-23 and 2023 - 2024 paid to BSE Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Report on Management Discussion and Analysis is annexed hereto as Annexure -D 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 Board of Directors wish to convey their appreciation to all the employees for their sincere and dedicated services and unstinting efforts at all levels.The Directors also acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Dealers, Government Authorities and Regulators and all other business associates and for their confidence in its management.

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: 14^th August, 2023

Exchange rate as on 31.03.2023: 1 INR =4.0067 LKR

Mar 31, 2018

Dear Members,

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

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 1^st April, 2017.

COMPANYâS 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 yearâs 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 1^st July, 2017 had an impact on our companyâs 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 1^st 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 âCOSCOâ 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 âRevival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011)â. 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 Honâble 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.

âConsolidated Financial Statementsâ 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 yearâs Net Profits from continuing operations Rs.393.02 Lakhs (Previous year Rs. 555.99 Lakhs).

DIRECTORSâRESPONSIBILITYSTATEMENT

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 31^st 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 31^st 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 15^th 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. 16^th March, 2019 to 15^th 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 01^st October 2017 for a term of 3 Years in theAnnual General Meeting of the Company held on 29^th September, 2017. Ms. Sudha Singh -Company Secretary, w.e.f 1^st May, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1^st, 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 2^nd Term as Independent Directors of the Company w.e.f 1^st October 2017 to 30^th September, 2022 at the Annual General Meeting of the Company held on 29^th 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 DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Policy of the Company on directorâs 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 Companyâs 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 29^th 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 7^th 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.

INDEPENDENTAUDITORSâ REPORT

The Auditorsâ 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 Auditorsâ 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 AUDITORSâ REPORT

Report of the Secretarial Auditor is given as an Annexure-A which forms part of this Report. Secretarial Auditorsâ 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 31^st 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 Companyâs CSR Policy Statement and annual report on the CSR activities undertaken during the financial year ended 31^st 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

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 auditorsâ 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 (âSEBI Listing Regulationsâ)

(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-â Dâ annexed hereto and form part of this Report.

COST AUDITORS

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 âCorporate Governanceâ 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 âCorporate Governanceâ along with âCertificate by Practicing Company Secretaryâ 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-âE1, & E2 respectively.

Report on Management Discussion andAnalysis is annexed hereto as Annexure-âFâ 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: 13^th August, 2018

Mar 31, 2016

Dear Members,

The Directors have pleasure in submitting their 37^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2016.

FINANCIAL RESULTS

PARTICULARS	CURRENTYEAR ENDED 31-03-2016 ( R in Lacs)	PREVIOUS YEAR ENDED 31-03-2015 ( R in Lacs)
Revenue from operations	12579.79	11882.87
Other Income	13.99	31.22
Total Revenue	12593.78	11914.09
Total Expenses	12099.14	11452.86
Profit before Prior Period, Exceptional and	494.64	461.23
Extraordinary item and Tax
Exceptional items-charge/(income)	(1.47)	(0.63)
Profit before Extraordinary items and Tax	496.11	461.86
Extraordinary items	-	-
Profit before Tax	496.11	461.86
Tax Expenses/(Income) :
Current Tax	186.88	116.97
Earlier Year Taxation	(18.41)	-
Deferred Tax	(7.31)	(35.66)
Profit for the period from continuing operations	334.95	380.55

COMPANY''S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2015-16

The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2016 was higher at Rs 12537.61 Lacs against previous year''s sales of Rs 11753.56 Lacs registering a moderate growth of about 6.67 % over the previous year. The exports were lower at Rs 243.18 Lacs (previous year Rs 353.56 lacs) in f.o.b. value terms. The Revenue from services for the current year amounted to R 4.52 Lacs (Previous year Rs 5.25 Lacs). The other Operating Income was also lower at Rs 37.64 Lacs (Previous Year Rs 124.06 Lacs) comprising of mainly Export Incentives viz. Duty Drawback & PFSL Rs 29.98 Lacs ( Previous Year Rs 45.02 Lacs). The Other operating income was lower due to Nil Royalty income during the Current year (Previous year R 65.25 Lacs). During the current year ended 31.03.2016 the Company registered Profit before Finance Cost, Depreciation and Tax R 967.89 Lacs (Previous year Rs 942.09 Lacs) , Profit before Tax Rs 496.11 Lacs ( Previous Year Rs 461.87 Lacs ) and Net Profit after Tax Rs 334.95 Lacs (Previous Year Rs 380.55 lacs). The Net Profit after Tax was lower due to higher Current Tax Provision during the year. The Company in earlier few years has shown consistent double digit growth in gross revenues due to good domestic demand. However inspite of stagnancy in the market, the company''s performance during the year under review was stable .Management is hopeful for better performance in the upcoming Financial year.

The Net Worth of the Company as at 31.03.2016 was R. 2486.56 Lacs ( Previous Year Rs 2201.69 Lacs).

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

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: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 48,000,000 (Equivalent INR 21,657,600 ) 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 INR 20,902,128). 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 realizable value of its investment in the erstwhile subsidiary. However realization, 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

Based on the Company''s performance, your Directors declared interim dividend of R 1 per equity share ( face value of Rs. 10 each) in its Board Meeting held on 12^th August, 2015 during the Financial year 2015-16 (Previous Year Nil). It involved Dividend payout of Rs. 41.61 lacs (Previous Year Nil) and Dividend Distribution Tax Rs. 8.48 lacs (Previous Year Nil). In lieu of this, Board does not recommend any further dividend by considering the interim dividend as final dividend.

TRANSFERS TO RESERVES

The opening balance of General Reserve is R 1125.16 and same is retained on 31.03.2016. No other amount has been transferred to General Reserve. The current year''s net profit of Rs. 334.95 lacs (Previous year Rs. 380.85 lacs) has been retained in Surplus in the Statement of Profit and Loss.

DIRECTORS'' RESPONSIBILITY STATEMENT

i. in the preparation of the annual accounts for the year ended 31^st March, 2016, 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 31^st March, 2016 and of the profit of the Company for the year ended on that date;

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pankaj Jain (DIN: 00190414) and Mr. Manish Jain (DIN: 00191593), Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are: -

Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Officer of the company and Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company, who were reappointed for a period of Three (3) years with effect from 16^th March 2016 till 15^th March 2019 in the last Annual General Meeting held on 30th

September, 2015. Shri Arun Jain (DIN:01054316) , Shri Manish Jain (DIN: 00191593), Shri Pankaj Jain (DIN: 00190414) and Shri Neeraj Jain (DIN: 00190592), who were re-appointed as Whole Time Directors of the Company w.e.f 01^st October 2014 for a term of 3 Years in the Annual General Meeting of the Company held on 30th September, 2014. Ms. Sudha Singh -Company Secretary, who was appointed w.e.f 1^st May, 2015.

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 2015-2016, Five (5) Board Meetings and Five (5) 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

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

POLICY ON 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 inter alia 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 2015-16.

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.

AUDITORS

Pursuant to the provisions of Section 139 of the Act, and rules framed there under, M/s Madan & Associates, Chartered Accountants (ICAI Registration No. 000185N), were appointed as Statutory Auditors of the Company in the Annual General Meeting (AGM) held on 30^th September 2014 from the conclusion of that Annual General Meeting of the Company for a Term of 3 years i.e. till the conclusion of 38^th Annual General Meeting to be held in the Year 2017, subject to ratification of their appointment at every AGM. The Company has received a certificate from the Auditors to the effect that ratification of their appointment, if made, shall be in accordance with the provisions Section 141 of the Act. The Board recommends ratification of their Appointment as Statutory Auditors of the Company.

INDEPENDENT AUDITORS'' REPORT

The Auditors'' Report do not contain any qualifications, reservations, adverse remarks, emphasis of matter or disclaimer, which needs any comments/ explanation.

SECRETARIAL AUDITORS'' REPORT

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

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.

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

CHANGE IN 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 are not applicable to our company for the year ended 31.03.2016.

EXTRACT OF ANNUAL 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	27:1
Shri Narinder Kumar Jain	27:1
Mr. Arun Jain	23:1
Mr. Manish Jain	23:1
Mr. Pankaj Jain	23:1
Mr. Neeraj Jain	23:1
Non Executive Directors Ratio to median remuneration
Shri Mahavir Prasad Gupta	Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any, for attending Board Meetings. No other Remuneration has been paid to the Independent Directors).
Shri Mohan Lal Mangla
Shri Sunil Kumar Jain
Shri Vijender Kumar Jain
Smt. Nisha Paul
Shri Vijay Kumar Sood
b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
Directors, Chief Executive Officers, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Executive Director-
Shri Devinder Kumar Jain	9.38%
Shri Narinder Kumar Jain	9.38%
Mr. Arun Jain	15.38%
Mr. Manish Jain	15.38%
Mr. Pankaj Jain	15.38%
Mr. Neeraj Jain	15.38%
Independent Directors :-
Shri Mahavir Prasad Gupta	Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors). Details of Sitting fees paid payable incorporated in Corporate Governance report )
Shri Mohan Lal Mangla
Shri Sunil Kumar Jain
Shri Vijender Kumar Jain
Smt. Nisha Paul
Shri Vijay Kumar Sood
Ms. Sudha Singh (Company Secretary)	Appointed during the year as Company secretary w.e.f. 1^st May, 2015. No Comparative Figures are available.

c. The percentage increase in the median remuneration of employees in the Financial Year : (10%)

d. The number of permanent employees on the rolls of the Company: 240

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 2015-16 was approximately 6.33% -18% compare to the percentile increase of 9.38% to 15.38% 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

Top Ten Employees in terms of Remuneration Drawn

Employees Name	Designation	Remuneration (in a)	Nature of employment	Qualification	Experience (in years)	Year of commencement of employment	Age	Last employment of	% of Equity Shares	Whether employee is relative of Director or Manger
Shri Devinder Kumar Jain	Managing Director and CEO	3,322,443	Permanent	Graduate in B.Sc.	55	1980	78	NA	4.02	Relative of Shri Narinder Kumar Jain, Mr. Arun Jain and Mr. Minish Jain
Shri Narinder Kumar Jain	Managing Director	3,221,760	Permanent	Graduate and Diploma in International Marketing	50	1989	75	NA	4.02	Relative of Shri Devinder Kumar Jain and Mr. Neeraj Jain
Mr. Arun Jain	Whole Time Director	2,865,808	Permanent	B.E., M. Tech	24	2007	50	NA	2.03	Relative of. Shri Devinder Kumar Jain and Mr. Manish Jain
Mr. Manish Jain	Whole Time Director	2,776,322	Permanent	Qualified Engineer and MBA	23	1998	49	NA	2.19	Relative of. Shri Devinder Kumar Jain and Mr. Arun Jain
Mr. Pankaj Jain	Whole Time Director CFO	2,932,681	Permanent	B.Com and MBA	22	1998	45	NA	5.61	^-
Mr. Neeraj Jain	Whole Time Director	2,772,464	Permanent	B.E., M.Sc. and MBA	22	1998	44	NA	2.20	Relative of. Shri Narinder Kumar Jain
Mr. Akash Deep Bhtia	Marketing Executive	2,160,000	Contractual	Graduate	23	2015	55	NA	NIL	NA
Ms Sadhana Bhtia	Regional Manager	1,800,000	Contractual	Graduate	20	2015	53	NA	NIL	NA
Mr. Rajesh Kumar Khurana	Finance Manger & Head of Accounts	1,117,709	Permanent	B.Com (H) FCA	34	1996	59	NA	NIL	NA
Ms Renu Vats	Chief Cashier	623,321	Permanent	Graduate	32	1983	55	NA	NIL	NA

h. Name of other employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the a 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/familiarisation-programme-independent-directors 15586272395.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)

(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

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 2015-16 and 2016 2017 paid to Bombay Stock Exchange 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/ Listing Agreement of the Stock Exchange with which the Company''s shares are listed, 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 clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as part of this report as Annexure ''E1 & E2 respectively.

Report on Management Discussion and Analysis 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. Your Directors wish to place on record their sincere appreciation for the contribution made to the organization by Executives, Staff and Workers of the Company. 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

Managing Director and CEO

DIN:00191539

Narinder Kumar Jain

Managing Director

DIN:00195619

Registered Office:

2/8, Roop Nagar,

Delhi 110007

Dated: 12^th August, 2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 36th Annual Report together with the Audited Financial Statements for the year ended 31 st March, 2015

FINANCIAL RESULTS

Particulars Current Year Previous Year ended ended 31.03.2015 31.03.2014 (Rs. in lacs) (J in lacs)

Revenue from operations 11882.87 10500.40

Other Income 31.22 53.56

Total Revenue 11914.09 10553.96

Total Expenses 11452.02 10023.27

Profit before Prior Period, Exceptional and 462.07 530.69

Extraordinary items and Tax

Prior Period Adjustments - charges 0.84 4.78

Exceptional Items - charge/(income) (0.63) 129.57

Profit before Extraordinary items and Tax 461.86 396.34

Extraordinary items - -

Profit before Tax 461.86 396.34

Tax Expenses/(Income) :

Current Tax 116.97 78.16

Deferred Tax (35.66) 44.66

Profit for the period from continuing operations 380.55 273.52

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2014-15

The Company over the last few years has shown consistent double digit growth in gross revenues due to good domestic demand. The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2015 was higher at Rs. 11753.56 Lacs against previous year's sales of Rs. 10437.41 Lacs -an increase of about 12.61 % over the previous year. The exports were marginally higher at Rs. 353.56 Lacs (previous year Rs. 343.25 lacs) in f.o.b. value terms. The Revenue from services for the current year amounted to Rs. 5.25 Lacs (Previous year Rs. 4.03 Lacs). The other Operating Income aggregating Rs. 124.06 Lacs (Previous Year Rs. 58.96 Lacs ), ineralia includes Royalty Income Rs. 65.25 Lacs ( Pr. Yr. Nil) and Export Incentives viz. Duty Drawback & PFSL Rs. 45.02 Lacs ( Previous Year Rs. 45.94 Lacs). During the current year ended 31.03.2015 the Company registered Profit before Finance Cost, Depreciation and Tax Rs. 942.09 Lacs (Previous year Rs. 749.25 Lacs) and Net Profit after Tax Rs. 380.85 Lacs (Previous Year Rs. 273.52 lacs). Pursuant to the higher net profits, the financial position of the company has strengthened. The Net Worth of the Company as at 31.03.2015 was Rs. 2201.69 Lacs ( Previous Year Rs. 1853.93 Lacs).

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

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 claim filed in Sri Lanka with the Compensation Tribunal constituted under the said Act is yet to be adjudicated. No compensation has been received till date. CPLPL is under Liquidation -Case Ref. No. HC (Civil) 40/2013(CO) under the Jurisdiction of Hon'ble The Commercial High Court of The Western Province (Exercising Civil Jurisdiction) in Colombo (Sri Lanka). Therefore, "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

Directors have not recommended any Dividend for the financial year ended 31.03.2015. However, based on Company's consistent good performance in current FY 2015-16, your Directors have declared interim dividend of Rs. 1 per equity share ( face value of Rs. 10 each) for the current year 2015-16 (Previous Year Nil). It involves Dividend pay out of Rs. 41.61 lacs (Previous Year Nil) and Dividend Distribution Tax Rs. 8.48 lacs.

TRANSFERS TO RESERVES

The opening balance of General Reserve has been adjusted by deducting Rs. 32.80 lacs on account of fixed assets whose useful life has already exhausted as on April 1,2014. No other amount has been transferred to General Reserve. The current year's net profit of Rs. 380.85 lacs has been retained in Surplus in the Statement of Profit and Loss.

DIRECTORS' RESPONSIBILITY STATEMENT

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, 2015, 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 31 st March, 2015 and of the profit of the Company for the year ended on that date;

iii the 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors inform with deep sorrow the sad demise of Shri Darshan Kumar Jain (DIN:00195789), Whole Time Director of the Company , on 13th November, 2014 and pay their homage to the departed soul. The Board acknowledges the invaluable contribution and guidance provided by him during his life time.

Shri Neeraj Jain (DIN: 00190592) and Shri Arun Jain (DIN: 01054316), Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

The term of appointment of Shri Devinder Kumar Jain (DIN: 00191539) as Managing Director and also designated as Chief Executive Officer of the Company, and Shri Narinder Kumar Jain (DIN: 00195619) as Managing Director of the Company expires on 15th March, 2016. The Board recommends their reappointment as Managing Director and Chief Executive Officer and as Managing Director respectively of the Company for further period of Three (3) years w.e.f. 16th March, 2016 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 as Managing Director and Chief Executive Officer and Shri Narinder Kumar Jain as Managing Director of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company along with the details about them.

Pursuant to the provisions of Section 196,197 & 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, Shri Arun Jain (DIN:01054316) , Shri Manish Jain (DIN: 00191593), Shri Pankaj Jain (DIN: 00190414) and Shri Neeraj Jain (DIN: 00190592) have been re-appointed as Whole Time Directors of the Company w.e.f 01st October 2014 for a term of 3 Years in the last Annual General Meeting of the Company held on 30th September, 2014.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, which came into effect from April 1,2014, Shri Devinder Kumar Jain (DIN: 00191539), Managing Director of the Company has been appointed as Chief Executive Officer of the Company w.e.f. 31.01.2015, Shri Pankaj Jain (DIN : 00190414) Whole Time Director of the Company has been appointed as Chief Financial Officer of the Company w.e.f 01.10.2014 and Ms. Neha Sharma (A25128) was appointed as Company Secretary of the Company w.e.f 30th September, 2014. Ms. Neha Sharma (A25128), Company Secretary , resigned from the Company w.e.f. 28th February 2015. Ms Sudha Singh ( A33371) has been appointed as Company Secretary of the Company w.e.f Ist May, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1,2014, e. Mahavir Prasad Gupta (DIN 00190550), Shri. Sunil Jain (DIN 00387451), Shri. Gulshan Rai Jain (DIN 00737177), Shri. Mohan Lal Mangla (DIN 00311895), Shri. Vijender Jain (DIN 06423328), Shri. Vijay Kumar Sood (DIN 01525607) and Smt. Nisha Paul (DIN 00325914) were appointed as Independent Directors of the Company w.e.f 1st October 2014 for term of 3 years at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independent Director 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.

Shri. Gulshan Rai Jain (DIN 00737177), Independent Director has since resigned w.e.f 31st January, 2015 and Shri Joginder Pal Jain (DIN :00190482),Independent Director resigned earlier w.e.f Ist October, 2014. The Board places on record its appreciation for the contribution and guidance provided by them during their tenure as Independent Directors of the Company.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

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 2014-2015, Eight (8) Board Meetings and Five (5) 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 performance evaluation of its own performance , Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement(s).

The performance evaluation of the Board, Committees and Directors was carried out having regard to the functional responsibilities and after seeking inputs from all the directors/committee members in terms of Performance Evaluation Framework and Policy of the Company.

In a separate meeting of Independent Directors, performance of non-Independent Directors, the Board as a whole and of the Chairman was evaluated, taking into views of Directors.

Policy on Directors' Appointment and Remuneration and other details

The Company's Policy on Directors' Appointment and Remuneration and other matters provided in section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which form part of the Directors' Report.

Internal financial control systems and their adequacy

The Company has internal control systems inter alia including system of financial controls, commensurate with the size and scale of its business operations. 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 2014-15.

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 are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act, and rules framed thereunder, M/s Madan & Associates, Chartered Accountants (ICAI Registration No. 000185N), were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) held on 30th September 2014 from the conclusion of that Annual General Meeting of the Company for a Term of 3 years i.e. till the conclusion of 38th Annual General Meeting to be held in the Year 2017, subject to ratification of their appointment at every AGM. The Board recommends ratification of their Appointment as Statutory Auditors of the Company.

INDEPENDENT AUDITORS' REPORT

The Auditors' Report do not contain any qualifications, reservations, adverse remarks or disclaimers, which needs any comments/ explanation.

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.

Trasactions 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.

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 Form AOC 2 and the same form part of this report.

Corporate Social Responsibility

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2015. Extract of Annual Rerturn

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 23:1

Shri Narinder Kumar Jain 23:1

**Shri Darshan Kumar Jain 25:1

Shri Arun Jain 19:1

Shri Manish Jain 19:1

Shri Pankaj Jain 19:1

Shri Neeraj Jain 19:1

Non Executive Directors Ratio to median remuneration

Shri Mahavir Prasad Gupta

* Shri Joginder Pal Jain Not Applicable (Independent Directors are paid only sitting *Shri. Gulshan Rai Jain fees for attending Board Meetings. Shri Mohan Lal Mangla No Remuneration has been paid Shri Sunil Kumar Jain to the Independent Directors). Shri Vijay Kumar Sood

Shri Vijender Kumar Jain

Smt. Nisha Paul

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

Directors, Chief Executive Officers, Chief' Financial Officer and , % increasef. in Remuneration Company Secretary in the financial year

Executive Directors :-

Shri Devinder Kumar Jain 10.34%

Shri Narinder Kumar Jain 10.34%

**Shri Darshan Kumar Jain 10.34%

Shri Arun Jain 8.33%

Shri Manish Jain 8.33%

Shri Pankaj Jain 8.33%

Shri Neeraj Jain 8.33%

Independent Directors :- Shri Mahavir Prasad Gupta Shri Mohan Lal Mangla

Shri Sunil Kumar Jain Not Applicable (Independent Directors are paid Shri Vijay Kumar Sood only sitting fees for attending Board Meetings. No Remuneration has been Shri Vijender Kumar Jain paid to the Independent Directors).

*Shri Gulshan Rai Jain

* Shri Joginder Pal Jain Smt. Nisha Paul

Ms. Neha Sharma -Company Not Applicable Secretary (Appointed during the year as Company secretary w.e.f. 30th September, 2015. and Resigned on 28th February 2015.) * **

*Shri. Gulshan Rai Jain (DIN 00737177), Independent Director has since resigned w.e.f 31st January, 2015 and Shri Joginder Pal Jain (DIN :001190482),Independent Director resigned earlier w.e.f Ist October, 2014.

**Shri Darshan Kumar Jain passed away on 13th November 2014. Ratio(s) calculated on annualized basis.

c. The percentage increase in the median remuneration of employees in the Financial Year : 28.67%

d. The number of permanent employees on the rolls of the Company: 225

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase varying from 8 to 20% in a year. The individual increments varied based on individual performance. The increase in remuneration is in line with the market trends of nature of our business/industry segment.

In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 15(J In Lacs) 177.89*

Revenue from operations( J In Lacs) 11882.87

Remuneration of KMPs (as % of Revenue) 1 50%

Profit before Tax (PBT) 461.86

Remuneration of KMP(as % of PBT) 38.51 %

* Gratuity and Leave Encashment not included.

g. Variation in the market capitalization of the Company, price earnings as at the closing date of the current financial year and previous financial Year:

Particulars As at As at % March 31, March 31, Change 2015 2014

Market Capitalisation (Rs. Lacs) 7411 2243 230%

Price Earning Ratio 19.46 8.2 137%

h. Percentage increase over decrease in the Market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars Closing Market Issue Price of last Price as at Public Offer in March 31, 2015 March,1995

Market Price on BSE Rs.178.1 Rs. 40/- per Share of Face Value of Rs.. 10/- each.

Market Price on DSE Delhi Stock Exchange Association Limited is not in operation

Particulars % Change

Market Price on BSE 345%

Market Price on DSE

i. 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 2014-15 was approximately 10.8% -20% compare to the percentile increase of 8.33% to 10.34% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Revenue from operations 11882.87 (Rs. Lacs)

Profit before Tax (PBT) (Rs. Lacs) 461 87

Shri. Devinder Shri. Narinder Shri. Darshan Kumar Jain Kumar Jain Kumar Jain

Remuneration in 29.82 29.78 20.18* FY 14-15 (Excluding Gratuity and Leave encashement) (Rs. in Lacs)

Remuneration as 0.25% 0.25% 0.17% % of Revenue

Remuneration 6.46% 6.45% 4.37% (as % of PBT)

Revenue from operations (Rs. Lacs)

Profit before Tax (PBT) (Rs. Lacs)

Shri. Shri. Shri. Shri. Arun Manish Pankaj Neeraj Jain Jain Jain Jain

Remuneration in 24.64 24.22 24.40 24.05 FY 14-15 (Excluding Gratuity and Leave encashement) (Rs. in Lacs)

Remuneration as 0.21% 0.20% 0.21% 0.20% % of Revenue

Remuneration 5.34% 5.24% 5.28% 5.21% (as % of PBT)

*for the Period 1.4.2014 to 13.11.2014

Note : Gratuity and Leave Encashment not included.

k. The key parameters for any variable component of remuneration availed by the directors: None

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

m. 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

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Not Applicable .

The report and the accounts are being sent to the members excluding the aforesaid annexure since Not Applicable .

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report along with 'Certificate by Practicing Company Secretary' 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://cosco.in/code of conduct.htm ).

Policy on dealing with related party transactions is available on the website of the Company (URL: http://cosco.in/policies.html ).

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 revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://cosco.in/policies.html

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

Pursuant to the provisions of section 148 of the Companies Act, 2013 M/s Ashish Jain & Co., Cost Accountants were appointed Cost Auditors of the Company to conduct audit of Cost Accounting Records of the Company for the Financial Year 2014-15. However, as per the amended Companies (Cost Records and Audit) Rules, 2014, 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 2014-15 and 2015 - 2016 paid to Bombay Stock Exchange 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 listing agreement of the Stock Exchanges with which the Company's shares are listed, are duly complied with.

Report on 'Corporate Governance' along with 'Certificate by Practicing Company Secretary' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement and Nomination & Remuneration Policy is annexed hereto as part of this report as Annexures -'E1, E2 & E3' respectively.

Report on Management Discussion and Analysis 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

Your Directors wish to place on record their sincere appreciation for the contribution made to the organization by Executives, Staff and Workers of the Company. The Management also place on record their appreciation for the confidence reposed by the Stakeholders. 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.

By order of the Board of Directors

Devinder Kumar Jain Managing Director and CEO DIN : 00191539

Narinder Kumar Jain Managing Director Registered Office : DIN : 00195619

2/8, Roop Nagar, Delhi -110007

Place: Delhi Date: 12th August, 2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 35th Annual Report together with Annual Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS AND PERFORMANCE REVIEW

Particulars Current Year Previous Year

ended 31.03.2014 ended 31.03.2013

(Rs in lacs) (Rs in lacs)

Revenue from operations 10500.40 9280.72

Other Income 53.56 22.85

Total Revenue 10553.96 9303.57

Total Expenses 10023.27 8810.92

Profit before Prior Period, Exceptional and

Extraordinary items and Tax 530.69 492.65

Prior Period Adjustments - charges 4.78 6.40

Exceptional Items - charge /(income) 129.57 263.68

Profit before Extraordinary items and Tax 396.34 222.57

Extraordinary items -- --

Profit before Tax 396.34 222.57

Tax Expenses/(Income) :

Current Tax 78.16 76.89

Deferred Tax 44.66 134.17

Profit for the period from continuing operations 273.52 11.51

The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2014 was higher at Rs 10,437.41 Lacs against previous year''s sales of Rs 9,228.26 Lacs -an increase of about 13 % over the previous year. The exports were also higher at Rs 343.25 Lacs (previous year Rs 313.33 lacs). The company registered growth in sales turnover during the financial year ended 31st March 2014 due to good domestic demand. The Revenue from services for the current year amounted to Rs 4.03 Lacs (Previous year Rs 3.08 Lacs). The other Operating Income, mainly comprising of export incentives was Rs 58.96 Lacs (Previous year Rs 49.37 Lacs). The company also recognized foreign exchange difference (expense) of Rs 132.87 Lacs on account of Corporate Guarantee Liability during the current year ended 31.03.2014 (Refer Note No. 30 on the Financial Statements). During the current year ended 31.03.2014 the Company registered Net Profit of Rs 273.52 Lacs (Previous YearRs 11.51 lacs).

The Cosco Brand value is well established. The Management is continuously taking effective steps to improve top line as well as net margins. The Company is further expanding its marketing network of health equipments and allied products in addition to Sports goods. 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 last year and the preceding year, 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 20l1)''. 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 claim has been filed in Sri Lanka with the Compensation Tribunal constituted under the said Act and the claim is yet to be adjudicated. No compensation has been received till date.

CPLPL is under Liquidation -Case Ref. No. HC (Civil) 40/2013(CO) under the Jurisdiction of Hon''ble The Commercial High Court of The Western Province (Exercising Civil Jurisdiction) in Colombo (Sri Lanka). The Application/Petition for winding up was filed by State Bank of India, Colombo. However, your Company has fully discharged its obligation of Corporate Guarantee Liability by making payment of Rupee Equivalent of USD 1.80 Mn to State Bank of India under One Time settlement.

DIVIDEND

Directors don''t recommend any Dividend to consolidate financial position of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that

a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed;

b) the Directors have applied sound accounting policies 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 at the end of the financial year and of the profit of the Company for the period;

c) the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a "going concern basis";

FIXED DEPOSIT :

The Company has neither invited nor accepted any Deposits from Public or Employees under section 58A of the Companies Act, 1956. There are no unclaimed / overdue deposits as on 31st March 2014.

DIRECTORS

Shri Darshan Kumar Jain (DIN: 00195789) and Shri Manish Jain (DIN: 00191593), Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

The term of appointment of Shri Arun Jain (DIN: 01054316), Shri Manish Jain (DIN: 00191593), Shri Pankaj Jain (DIN: 00190414) and Shri Neeraj Jain (DIN: 00190592) as Whole Time directors of the Company expires on 30th September, 2014. The Board recommends their reappointment as Whole Time Directors of the Company for further period of Three (3) years w.e.f. 1st October, 2014 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 office of the present Independent Directors of the Company namely Shri Joginder Pal Jain(DIN 00190482), Shri Mahavir Prasad Gupta (DIN 00190550), Shri Sunil Jain (DIN 00387451), Shri Gulshan Rai Jain (DIN 00737177), Shri Mohan Lal Mangla (DIN 00311895), Shri Vijender Jain (DIN 06423328) and Shri Vijay Kumar Sood (DIN 01525607), is liable to be determined by rotation at the Annual General Meeting in accordance with the Articles of Association of the Company and the erstwhile applicable provisions of the Companies Act, 1956.

Shri Mahavir Prasad Gupta, Shri Sunil Jain and Shri Gulshan Rai Jain retire by rotation at the ensuing Annual General Meeting on 30th September, 2014 under the erstwhile applicable provisions of the companies Act, 1956.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 (as amended) of Listing Agreement, Shri Mahavir Prasad Gupta, Shri Sunil Jain, Shri Gulsahn Rai Jain, Shri Mohan Lal Mangla, Shri Vijender Jain and Shri Vijay Kumar Sood being eligible and offering themselves for reappointment/appointment, are recommended to be appointed as Independent Directors, not liable to retire by rotation, w.e.f. 1st October, 2014 for term of Three (3) consecutive years upto 30th September, 2017. The Company has received notices from member(s) under section 160 of the Companies Act, 2013 proposing their appointment as Independent Directors of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 every Listed Company is required to appoint one Woman Director. It is proposed that Smt. Nisha Paul (DIN: 00325914) may be appointed as an Independent Woman Director, not liable to retire by rotation, w.e.f. 1st October, 2014 for term of Three (3) consecutive years upto 30th September, 2017. The Company has received notice from a member under section 160 of the Companies Act, 2013 proposing Smt. Nisha Paul as a candidate for the office of Woman Director of the Company.

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).

AUDITORS

M/s Madan & Associates, Chartered Accountants (ICAI Registration No. 000185N), the present Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment for a further term of Three (3) consecutive years as per the provisions of the Companies Act, 2013 and Rules framed thereunder. The Company has received a letter from them that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. The Board of Directors based on recommendation of Audit Committee, recommend their re-appointment to hold office from the conclusion of this (Thirty-Fifth) Annual General Meeting (AGM) until the conclusion of the Thirty Eighth AGM subject to ratification of the appointment by the members at every AGM.

INDEPENDENT AUDITORS'' REPORT

The Auditors'' Report on the Financial Statements for the year ended 31st March, 2014 read with the relevant Notes on the Financial Statements, is self explanatory and do not require further explanation.

Government Authorities, Customers, Vendors & Shareholders. Your Directors record their sincere appreciation of the contribution made to the organization by Executives, Staff and Workers of the Company and greatly value them all.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act,1956 M/s Ashish Jain & Co., Cost Accountants have been appointed Cost Auditors of the Company to conduct audit of Cost Accounting Records of the Company for the Financial Year 2013-14 for product(s)/services covered under MCA Cost Audit Order(s). The Report of the Cost Auditors is yet to be received by the company. Our company is not covered under the notification relating to the Companies (Cost Records and Audit) Rules, 2014 issued under section 148 of the Companies Act, 2013.

COMPLIANCE CERTIFICATE

Compliance Certificate as required under section 383(A) of the Companies Act 1956, issued by Shri Akhil Rohatgi, Company Secretary in Whole Time Practice, is annexed hereto as Annexure-1.

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 and Annual Listing fee for the Financial Year 2013-14 and 2014 - 2015 has been paid to them.

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

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 the relevant information and data is given in Annexure-''A annexed hereto and form part of this Report.

CORPORATE GOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of ''Corporate Governance'' as provided in the listing agreement of the Stock Exchanges with which the Company''s shares are listed, are duly complied with.

Report on ''Corporate Governance'' along with ''Certificate by Practicing Company Secretary'' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement is annexed hereto as part of this report as Annexures -''B1 & B2'' respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -''C'' and form part of this report.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company were drawing remuneration requiring disclosure under provisions of section 217(2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules 1975 either for full or part of the year.

INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

The Directors acknowledge with thank the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Government Authorities & Regulators, Customers, Suppliers and Vendors. Your Directors wish to place on record their sincere appreciation of the contribution made to the organization by Executives, Staff and Workers of the Company and greatly value them all. Directors also place on record their appreciation for the confidence reposed by the Shareholders.

Registered Office : 2/8, Roop Nagar, By order of the Board of Directors Delhi -110007

Devinder Kumar Jain place: Delhi Chairman cum Managing Directo Date: 31st July, 2014 DIN : 00191539

Mar 31, 2013

Dear Members,

The Directors have pleasure in submitting their 34th Annual Report together with Annual Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS AND PERFORMANCE REVIEW

Particulars Current Year Previous Year ended 31.03.2013 ended 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Revenue from operations 9280.72 8081.55

Other Income 22.85 18.06

Total Revenue 9303.57 8099.61

Total Expenses 8810.92 8026.25

Profit before Prior Period, Exceptional and Extraordinary items and Tax 492.65 73.36

Prior Period Adjustments - charges 6.40 22.31

Exceptional Items - charge/(income) 263.68 624.66

Profit / (Loss) before Extraordinary items and Tax 222.57 (573.61)

Extraordinary items -- --

Profit / (Loss) before Tax 222.57 (573.61)

Tax Expenses/dncome):

Current Tax 76.89 --

Deferred Tax 134.17 (171.14)

Profit / (Loss) for the period from continuing operations 11.51 (402.47)

The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2013 was higher at Rs. 9228.26 Lacs against previous year''s sales of Rs. 8013.43 Lacs -an increase of about 15 % over the previous year. The Revenue from services for the current year amounted to Rs. 3.08 Lacs (Previous year Rs. 2.36 Lacs).The other Operating Income, which mainly comprises of export incentives, was lower at Rs. 49.37 Lacs (Previous year Rs. 65.75 Lacs) due to decline in Exports pursuant to scaling down of manufacturing of non profitable Sports Ball Bladders over the last 2 Years. The current year exports were Rs. 313.33 Lacs (previous year Rs. 399.37 lacs). Inspite of the decline in exports, the company registered growth in sales turnover during the financial year ended 31 st March 2013 due to good domestic demand.

During the current year ended 31.03,2013 the Company registered Net Profit of Rs.11.51 Lacs against Previous Year Net Loss of Rs.402.47lacs.

During the current year ended 31.03.2013 the Profitability of the company was mainly affected on account of recognition of additional Net Corporate Guarantee obligation Liability of Rs. 299.81 Lacs (Previous Year Rs. 637.67 Lacs for loans availed from Bank by the erstwhile Subsidiary Company in Sri Lanka M/s Cosco Polymer Lanka (Private) Limited -Refer Note No. 30 and Note No. 35 on the Finanacia! Statements.

The company is focusing to enhance Cosco Brand and is expanding marketing network of health equipments and allied products in addition to Sports goods. Company has been taking remedial measures on continuous basis to check the duplication and protect its Brand. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis. The Management is continuously taking effective steps to improve net margins.

Status of Investments made in M/s Cosco Polymer Lanka (Private) Limited-the erstwhile Subsidiary Company: As reported last year, 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), whereby lands, buildings, fixtures and fittings which are part of thebuildings and Investment by the Company in the Shares of the erstwhile Subsidiary stand vested in the Secretary to the Treasury of the Government of Sri Lanka. Pursuant to this Cosco Polymer Lanka (Private) Limited ceased to be Subsidiary and therefore the Consolidated Financial statements are not attached.

The Act (of Sri lanka), provides for the appointment of a Competent Authority to control, administrate and manage the assets vested in tfte Secretary to the Treasury and payment of compensation to the Shareholders. The Compensation claim has been filed in Sri Lanka with the Compensation Tribunal constituted under the said Act and the claim is yet to be adjudicated.

DIVIDEND

Directors don''t recommend any Dividend due to losses.

DIRECTORS''RESPONSIBILITY STATEMENT

The Directors confirm that

a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed;

b) the Directors have applied sound accounting policies 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 at the end of the financial year and of the loss of the Company for the period;

c) the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a "going concern basis"; FIXED DEPOSIT:

There are no unclaimed /overdue deposits as on 31 st March 2013. /

DIRECTORS

In accordance with the Articles of Association of the Company, Shri Arun Jain, Shri Pankaj Jain, Shri Mohan Lai Mangla and Shri Joginder Paul Jain retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Board recommends their reappointment.

Shri Vijender Kumar Jain was appointed as Additional Director as per section 260 of the Companies Act, 1956 and he holds office till the date of ensuing Annual General Meeting.

The Board of Directors recommends his re-appointment.

Smt. Risha Jain resigned from the Directorship of the Company w.e.f. 05th October 2012. The Board of Directors record their appreciation for the contribution made by her during her tenure.

AUDITORS

M/s Madan & Associates, Chartered Accountants, the present Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Directors recommend their re-appointment.

INDEPENDENT AUDITORS''REPORT

The Auditors in their Report have stated under Emphasis of Matter:

Attention is drawn to Note 9.2 to the financial statements, whereby company has recognised liability of Rs. 299.81 Lacs in the accounts on the basis that realisation from the subsidiary company''s (since desubsidiarised) assets / claim amount would be utilised for meeting the other liabilities (Other than Bank) of the subsidiary and there will not be any amount left to be received by the company. Since the claim amount / realisation from the assets of subsidiary are not yet ascertained, we have relied upon the assertions of the management.

Our opinion is not qualified in respect of this matter.''

The above Emphasis of Matter and observations of Auditors in their Report read with the relevant Notes on the Financial Statements are self explanatory and do not require further explanation.

COMPLIANCE CERIFICATE

Compliance Certificate as required under section 383(A) of the Companies Act 1956, issued by Shri Akhil Rohatgi, Company Secretary in Whole Time Practice, is annexed hereto as Annexure-1.

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 and Annual Listing fee for the Financial Year 2012-13 and 2013 - 2014 has been paid to them.

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

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 the relevant information and data is given in Annexure-''A'' annexed hereto and form part of this Report.

CORPORATEGOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of ''Corporate Governance'' as provided in the listing agreement of the Stock Exchanges with which the Company''s shares are listed, are duly complied with.

Report on ''Corporate Governance'' along with ''Certificate by Practicing Company Secretary'' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement is annexed hereto as part of this report as Annexures -''B1 & B2'' respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -''C and form part of this report.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company were drawing remuneration requiring disclosure under provisions of section 217(2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules 1975 either for full or part of the year.

INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

Your Directors appreciate the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Government Authorities, Customers, Vendors & Shareholders. Your Directors record their sincere appreciation of the contribution made to the organization by Executives, Staff and Workers of the Company and greatly value them all.

Registered Office:

2/8, Roop Nagar, By order of the Board of Directors

Delhi-110007

Devinder Kumar Jain

Place: Delhi Chairman cum Managing Director

Date: 31 st July, 2013 DIN: 00191539

Mar 31, 2010

The Directors have pleasure in submitting their 31sl Annual Report together with Annual Accounts for the year ended 31st March, 2010. FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

(Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 5855.89 5507.07

Expenditure 5740.35 5443.32

ProW(Loss) before Tax 115.54 63.75

Provision for Taxation-Current and Fringe Benefit Tax 47.99 11.04

Deferred Tax Provided (Written Back) 20.84 (30.45)

Net Profit/(Loss) After Taxation 46.70 83.16

Prior Period adjustments (1.16) (1.16)

Profit/(Loss) after Prior Period adjustments 48.67 82.00

Transfer to General Reserve 48.67 82.00

The company registered sales turnover of Rs. 5751.86 Lacs against previous years sales turnover of Rs. 5373.34 Lacs. The performance of the company has further improved during the year ended 31.03.2010 registering an increase of about 7% over the previous year. The other income during the current year was lower at Rs. 104.03 Lacs (Previous year Rs. 133.73Lacs) mainly due to lesser export incentive pursuant to decline in exports because of global economic slow down. The current years Profit before tax and depreciation amounted to Rs. 184.51 Lacs (Previous year Rs. 141 Lacs). After providing for depreciation of Rs. 68.97 Lacs (Previous year Rs. 77.25 Lacs) and Provision/Write Back of taxes as tabulated above, the company earned net Profit of Rs. 46.70 Lacs during the year ended 31.03.2010 (Previous year Rs. 83.16 Lacs).

PERFORMANCE REVIEW

The company registered moderate growth during the financial year ended 31st March 2010 due to stable domestic demand. Export Sales were affected due to marked slowdown in economic growth in major global economies.

The Management is continuously taking effective steps to improve operating margins by cost controls and better resource utilization. The conversion of boiler from oil fuel base to pet coke fuel last year, has enabled the company to reduce energy costs of steam generation significantly. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis to increase sates and profitability;

The Company is keeping an edge in the market due to its quality products and popular COSCO Brand. The management is focusing on expanding marketing network of health equipments and allied products as this segment is growing fast to capitalize on Cosco Brand name. Company is taking remedial measures on continuous basis to check the duplication of the Companys branded products.

WHOLLY OWNED SUBSIDIARY COMPANY IN SRi LANKA

The Project for the manufacture of Sports Ball Bladder Bodies/Bladders was set up in Wholly Owned Subsidiary Company M/s. Cosco Polymer Lanka Pvt. Ltd. in Sri Lanka.

The Project started commercial production in the later part of the year ended 31.03.2005. The project faced teething problems during these years which resulted in low capacity utilization. The project could not generate cash accruals till date mainly due to low capacity utilization coupled with continuous rise in Latex prices, fuel prices and other inputs over these years; significant expenditure on account of Research & Development; fixed establishment costs and Interest costs. The subsidiary operations were further affected due to global meltdown resulting in economic slowdown world over and adverse political situation in Sri lanka. Therefore, the operations in the subsidiary company were suspended last year.

The Wholly Owned Subsidiary Company M/s. Cosco Polymer Lanka Pvt. Ltd has reported loss of INR 147.90 lacs (previous year INR 460.36 lacs). The accumulated loss as on 31.03.2010 is INR 1,296.25 lacs (Previous year Rs.1,279.99 lacs). The business operations of the subsidiary company, which were suspended last year due to global recession and unfavorable political situations in Sri Lanka, could not be re-started till date. Considering the favourable political environment in Sri Lanka at present and in view of the global recovery, the management is in active deliberations with the potential customers to re-start the production at commercially viable scale and is quite hopeful that the operations of thesubsidiary will be restarted soon. The management is of the view that there will be no devolvement of any liability on account of Corporate Guarantee issued by it against the loan given by State Bank of India to its subsidiary having regard to the realisable market value of its assets.

DIVIDEND

Directors dont recommend any Dividend to plough back internal accruals. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that

a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed;

b) the Directors have applied sound accounting policies 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 at the end of the financial year and of the profit of the Company for the period;

c) the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a "going concern basis"; FIXED DEPOSIT:

There are no unclaimed / overdue deposits as on 31st March 2010.

DIRECTORS

In accordance with the Articles of Association of the Company, Shri Arun Jain, Shri Pankaj Jain, Shri Mohan Lai Mangla and Shri Joginder Pal Jain retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Board recommends their reappointment.

AUDITORS

M/s R. N. Bahl & Co., Chartered Accountants, the present Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Directors recommend their re-appointment.

AUDITORS REPORT

Clarifications, information and explanations on the reservations/observations, qualifications or adverse remarks contained in the Auditors Report are annexed hereto as Annexure-1. Management has given relevant disclosures in the Financial Statements, Schedules and Notes on Accounts.

COMPLIANCE CERIFICATE

Compliance Certificate as required under section 383(A) of the Companies Act 1956, issued by Shri Akhil Rohatgl. Secretary in Whole Time in Practice, is annexed hereto as Annexure-2.

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi and Annual Listing fee for the Financial Year 2009 - 2010 has been paid to them.

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

As required by the Companies (Disclosure of particulars in the Report of Board of directors) Rules 1988 the relevant information and data is given in Annexure-A annexed hereto and form part of this Report.

CORPORATE GOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of Corporate Governance as provided in the listing agreement of the Stock Exchanges with which the Companys shares are listed, are duly complied with.

Report on Corporate Governance along with Statutory Auditors Certificate for its due compliance is annexed hereto as part of this report as Annexures -B1 & B2 respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -C and form part of this report.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company is covered under provisions of section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

During the year the industrial relations remained cordial at all levels.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

Cosco Polymer Lanka (Private) Limited is a Wholly Owned Subsidiary Company of Cosco (India) Limited, which is incorporated in Sri Lanka. Statement pursuant to Section 212 of the Companies Act, 1956 is attached as Annexure-D with this Report.

In accordance with Accounting Standard 21-Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Consolidated Accounts form part of this Report and Accounts.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from Bankers, Statutory and Internal Auditors, Government Authorities, Customers, Vendors & Shareholders during the year under review. Your involvement as shareholders is greatly valued. Your Directors acknowledge the dedication and commitment of the Executives, Staff and Workers of the Company and record their sincere appreciation of the contribution made to the organization by the team of its employees.

Registered Office:

2/8, Roop Nagar,

Delhi -110007 By order of the Board of Director

Devinder Kumar Jain

Chairman cum Managing Director

Place: Delhi

Date :28th August, 2010

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