Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Cosmo Ferrites Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the Annual Report
on the business and operations of the Company along with
the Audited Balance Sheet and Profit & Loss A/c for the year
ended March 31, 2025.

1. SUMMARY FINANCIAL RESULTS

The Financial Results of the company for the financial
year ended 31^st March, 2025 were as follows:

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Net Sales	8566	9776
Other Income	171	294
Profit before Interest, Depreciation and Tax	394	1013
Finance Cost (including interest)	548	758
Depreciation	467	486
Exceptional Item	-	-36
Profit before Tax	-621	-267
Provision for Taxation
- Current Tax	00	00
- Earlier year Taxes	-	(1)
- Deferred Tax	(55)	(68)
Profit After Tax	(566)	(198)
Extraordinary Item	-	-
Profit after Tax Including Extraordinary Item	(566)	(198)

2. REVIEW OF OPERATIONS

â¢ For the year ending March 31, 2025 sales
decreased to Rs 8,566 Lacs as compared to Rs
9,776 for the previous year.

â¢ Net profit before tax for the year is Rs. (621) lacs
as compared to Net Profit before tax of Rs. (267)
Lacs in the previous year.

3. DIVIDEND

In view of the loss that occurred during this year, the
Directors are unable to recommend any dividend on
the equity shares for the year ended March 31, 2025.

4. RESERVE

The company has not transferred any amount to reserve
during this year.

5. SHARE CAPITAL

During the year under review, there was no change in
the company''s Issued, Subscribed and Paid-up equity
shares capital. On March 31,2025, it stood at Rs. 12.03
Cr divided into 1,20,30, 000 equity shares of Rs. 10/-
each.

6. RESEARCH & DEVELOPMENT

Continuous efforts on Research & Development activities
are being made to expand the domestic and export
markets.

7. CORPORATE GOVERNANCE

The company is committed to maintaining the best
standards of Corporate Governance and has always
tried to build the maximum trust with shareholders,
employees, customers, suppliers, and other
stakeholders.

A separate section on Corporate Governance forming
part of the Directors'' Report and the certificate from
the Practicing Company Secretary confirming
compliance of the Corporate Governance norms as
stipulated in the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is included in
the Annual Report in Annexure - A.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations,
Management''s Discussion and Analysis Report for the
year is presented in a separate section forming part of
the Annual Report.

9. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to Company''s policies,
safeguarding of its assets, prevention and detection of
fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely
preparation of reliable financial disclosures. The Internal
Financial control is supplemented by an extensive
program of internal audit conducted by in house trained
personnel and external firm of Chartered Accountants
appointed on recommendation of the Audit Committee
and the Board. The audit observations and corrective
action, if any, taken thereon are periodically reviewed
by the Audit committee to ensure effectiveness of the
Internal Financial Control System. The internal financial

control is designed to ensure that the financial and other
records are reliable for preparing financial statements
and other data, and for maintaining accountability of
persons.

10. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and
certified by Statutory as well as Internal Auditors and
cover all key areas of business. Independence of the
internal audit and compliance is ensured by direct
reporting to the Audit Committee of the Board.

A MD and CFO Certificate, forming part of the
Corporate Governance Report, further confirms the
existence and effectiveness of internal controls and
reiterates their responsibilities to report deficiencies to
the Audit Committee and rectify the same.

11. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board
level as an essential element in supporting the
attainment of its strategic objectives and its sustainable
development. A diverse Board, among others, will
enhance the quality of decisions by utilizing different
skills, qualifications, and professional experience for
achieving sustainable and balanced development.

12. DIRECTORS

(a) Chairman

Mr. Ambrish Jaipuria is the Chairman of the Board.

(b) Re-appointment and Appointment

Mr. Ram Agarwal was appointed as an Additional
Director by the Board of Directors in their meeting
held on March 06, 2025 and approved as a
director of the company by the shareholder through
Postal Ballot dated April 17, 2025.

In terms of Articles of Association of the Company
and provisions of the Companies Act, 2013, Mr.
Pankaj Poddar (DIN: 02815660) Non-Executive
and Non Independent Director of the Company,
is liable to retire by rotation at the ensuing AGM
and being eligible, offered himself for reÂ¬
appointment. The Board recommends his reÂ¬
appointment to the members in the ensuing AGM.

(c) Status of Directors

Mr. Ambrish Jaipuria is the Managing Director of
The Changes in KMP during the year are as under:

the Company. Mr. Pankaj Poddar is Non-Executive
and Non-Independent Director. Mr. Rajesh Kumar
Gupta, Mr. Ram Agarwal, Mr. Anshuman Sood and
Ms. Himalyani Gupta are the Independent
Directors of the Company.

(d) Declaration from Independent Directors

The Company has received declarations from all
the Independent Directors of the Company
confirming that they meet with the criteria of
independence as prescribed both under subÂ¬
section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16 of SEBI (Listing
Obligation and Disclosure Requirements)
Regulations, 2015.

(e) Cessation of Directors

During the year, Mr. Neeraj Kumar Sharma, an
Independent Director, ceased to hold office w.e.f
January 07, 2025. Mr. Sharma has informed that
he ceases to hold the criteria of independence as
he is taking a whole-time employment with an
enterprise over which the Company''s KMP and
their relatives have significant influence.

During the year under review, except as stated
above, there was no change in the Directors of
the company.

13. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the
opinion that all the Independent Directors of the
Company appointed during the year possess the
integrity, relevant expertise and experience required to
best serve the interests of the Company. The
Independent Directors have confirmed compliance with
the relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules,
2014.

14. KEY MANAGERIAL PERSONNEL''S

Mr. Ambrish Jaipuria, Managing Director, Mr. Sanjay
Gupta, Chief Financial Officer, and Ms. Niharika Gupta,
Company Secretary, are the Key Managerial Personnel
of the Company in accordance with the provisions of
Section 2(51), 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the FY ended
March 31, 2025.

Name	Designation	Date of Appointment / Cessation
Ms. Ekta Verma	Company Secretary	Cessation w.e.f May 17, 2024
Ms. Niharika Gupta*	Company Secretary	Appointed w.e.f May 18, 2024

â¢ Cessation of Ms. Niharika Gupta w.e.f April 18, 2025

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a director, a formal letter of
appointment is given to them, which inter- alia explains
the role, function, duties, and responsibilities expected
from them as a Director of the Company. The Director
also explained in detail the Compliance required from
him under the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirement) Regulations,
2015 and other relevant regulations and affirmation
taken with respect to the same.

Management has a one-on-one discussion with the
newly appointed Director to familiarize him with the
Company''s operations. Further the Company has put
in place a system to familiarize the Independent
Directors with the Company, its products, business, and
the on-going events relating to the Company.

The details of the familiarisation programme may be
accessed on the Company''s website
(www.cosmoferrites.com).

16. EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and
Regulation 17(10) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the
performance evaluation of the Board was carried out
during the year under review. More details on the same
are given in the Corporate Governance Report.

17. MEETINGS

During the year Six (6) Board Meetings and Four (4)
Audit Committee Meetings were convened and held.
The details of which are given in the Corporate
Governance Report. The intervening gap between the
Meetings was within the period prescribed under
Companies Act, 2013.

Details of the composition of the Board and its
Committees and of the Meetings held, the attendance
of the Directors at such meetings and other relevant
details are provided in the Corporate Governance
Report.

18. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial
Statements.

19. DEPOSITS

The Company has not accepted deposits from the public
within the ambit of Section 73 of the Companies Act,
2013 and The Companies (Acceptance of Deposits)
Rules, 2014.

20. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
& OUTGO

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo
as required under Section 134(3) of the Companies
Act, 2013, read with Rule 8 of Companies (Accounts of
Companies) Rules, 2014 is annexed herewith as
Annexure - C to this report.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy
establishing a vigil mechanism, to provide a formal
mechanism to the Directors and employees to report
their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company''s Code of
Conduct or ethics policy without fear of a reprisal. The
policy may be accessed on the Company''s website.

22. REMUNERATION POLICY

Pursuant to the applicable provisions of the Companies
Act, 2013 and the Listing Regulations, the Board, in
consultation with its Nomination & Remuneration
Committee, has formulated a framework containing,
inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and
Individual Directors, including Independent Directors.

Members can download the complete remuneration
policy on the Company''s website
(www.cosmoferrites.com).

Disclosure of details of payment of remuneration to
Managerial Personnel under Schedule V Part II, Section
II (A) forms part of the Corporate Governance Report.

23. PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES, AND INDIVIDUAL DIRECTORS

In terms of provisions of the Companies Act, 2013 read
with the Rules issued there under and SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015, the Board has adopted a formal mechanism for
evaluating the performance of its Board, Committees,
and individual Directors, including the chairman of the
Board. Further, a structured performance evaluation
exercise was carried out based on criteria such as:

â¢ Board/Committees Composition;

â¢ Structure and Responsibilities thereof;

â¢ Ethics and Compliance;

â¢ Effectiveness of Board Processes;

â¢ Participation and contribution by Members;

â¢ Information and Functioning;

â¢ Specific Competency and Professional Experience
/Expertise;

â¢ Business Commitment & Organizational
Leadership;

â¢ Board/Committee culture and dynamics; and

â¢ Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof,
Chairman, Executive and Non-Executive Directors and
individual Directors is evaluated by the Board/ Separate
meeting of Independent Directors. The results of such
an evaluation are presented to the Board of Directors.

24. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies
Act, 2013, all contracts and arrangements with related
parties under Section 188(1) of the Act, entered by the
Company during the financial year, were in the ordinary
course of business and on an arm''s length basis. The
details of the related party transactions as required
under Accounting Standard-18 are set out in Note 38
of the financial statements forming part of this Annual
Report.

During the year, there were no transactions with related
parties which qualify as material transactions under SEBI
(Listing Obligations and Disclosure Requirement)
Regulations, 2015. The Disclosure required in Form
AOC-2 pursuant to Section 134 (3) (h) of the Companies
Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration
and Approval of Related Party Transactions which can
be accessed on the Company''s website
(www.cosmoferrites.com).

25. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the
website of the Company at the link: https://
www.cosmoferrites.com/investor-relations/annual-
report-notice.

26. CORPORATE SOCIAL RESPONISBILTY

Pursuant to the provisions of section 135 of the
Companies Act, 2013 Corporate Social Responsibility
(CSR) is not applicable to the Company during the
financial year 2024-2025. So, there are no disclosures
required under section134 (3)(o) of the Companies Act,
2013.

27. RISK MANAGEMENT

Every organization is exposed to a number of risks that
it needs to effectively identify, manage and mitigate.

The company has a process in place to identify key risks
across the organisation and relevant action plans to
mitigate these risks. The Audit Committee has been
entrusted with the responsibility of assisting the Board
members with the risk assessment and its minimization
procedures.

There are no risks which in the opinion of the Board
threaten the existence of your Company. However, some
of the risks which may pose challenges are set out in
the Management Discussion and Analysis which forms
part of this Report.

28. AUDITORS
Statutory Audit:

M/s. Suresh Kumar Mittal & Co., Chartered Accountants,
were re-appointed as Statutory Auditors of the Company
in 36^th AGM (held on June 30, 2022) to hold office for
a period of 5 years until the conclusion of 40^th AGM.

There are no observations (including any qualification,
reservation, adverse remark, or disclaimer) of the
Auditors in their Audit Report that may call for any
explanation from the Directors. Further, the notes to
accounts referred to in the Auditor''s Report are selfÂ¬
explanatory. During the year, the Auditor did not report
any matter under Section 143 (12) of the Act, therefore
no detail is required to be disclosed under Section
134(3) (ca) of the Act.

Secretarial Audit:

Pursuant to the recent amendments under the SEBI
(LODR) Regulations, 2015, the Company has received
a letter from M/s DMK Associates, Company Secretaries,
expressing their willingness to be appointed as the
Secretarial Auditor of the Company. They have further
confirmed that their appointment, if made, will comply
with the provisions of Regulation 24A(1A) of the SEBI
(LODR) Regulations, 2015.

The Board on the recommendation of Audit Committee
has proposed the appointment of M/s DMK Associates,
Company Secretaries, as the Secretarial Auditor of the
Company for a period of five (5) years from financial
year 2025-2026 to financial year 2029-2030.

Additionally, for the financial year 2025, the Secretarial
Audit Report is annexed as Annexure - B to this report.
The Secretarial Auditor has not made any qualifications,
reservations, or adverse remarks in the report.
Furthermore, during the year, the Auditor did not report
any matters under Section 143(12) of the Companies
Act, 2013. Therefore, no disclosures are required under
Section 134(3) of the Companies Act, 2013.

Cost Auditor:

M/s Ravi Sahni & Co., Cost Accountants, Cost
Accountants were appointed as Cost Auditors of the

Company for the Financial Year 2025. In accordance
with the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, since the remuneration payable to the Cost
Auditors is required to be ratified by the shareholders,
the Board recommends the same for approval by
shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act, 2013
(the Act'') read with Rule 8 of the Companies (Accounts)
Rules, 2014, it is stated that the cost accounts and
records are made and maintained by the Company as
specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013.

During the year, the Auditor had not reported any matter
under section 143 (12) of the Act, therefore no detail is
required to be disclosed under section 134(3) of the
Act.

29. AUDITORS'' REMARKS

The Auditors'' remarks on the annual accounts are selfÂ¬
explanatory and do not require further comments from
the Company.

30. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company
during the year under review.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments which
have occurred after the close of the financial year of
the Company to which the balance sheet relates and
the date of the report that may affect the financial
position of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed by the
Regulators / Courts which would impact the going
concern status of the Company and its future operations.

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual
Listing Fees for the year FY 2025-26 to the Bombay
Stock Exchange where the Company''s equity shares are
listed.

34. PROMOTION OF WOMEN''S WELL BEING AT
WORKPLACE

Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there
under for prevention and redressal of complaints of
sexual harassment at workplace. The Company has
complied with provisions relating to the constitution of
the Internal Complaints Committee under the said act.
There have been no complaints of sexual harassment
received during the year.

35. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is also enclosed as
Annexure D to this Report.

The information pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the
top ten employees in terms of remuneration drawn and
their other particulars also form part of this report.
However, the report and the accounts are being sent to
the members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for
inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same
may write to the Company Secretary.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) of
the Companies Act, 2013, the Board of Directors, to
the best of knowledge and belief and according to the
information and explanations obtained by them, hereby
confirm that:

(i) In the preparation of the annual accounts,
applicable accounting standards have been
followed along with proper explanation relating
to material departures.

(ii) The accounting policies selected were applied
consistently. Reasonable and prudent judgments
and estimates are made to give a true and fair
view of the state of affairs of the Company as of
March 31,2025, and of the profits of the Company
for the year ended on that date.

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

(iv) The annual accounts of the Company have been
prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place
and the Financial Controls were adequate and
were operating effectively.

(vi) Systems to ensure compliance with the provisions
of all applicable laws were in place and were
adequate and operating effectively.

37. SECRETARIAL STANDARDS

During the year 2024-25, the Company has complied
with applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.

38. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

The Company has not filed any application and no
proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 2016, during the year
under review.

39. DIFFERENCE IN VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS/ FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The Company has not made any one-time settlement
with the banks or financial institutions, therefore, the
same is not applicable.

40. ACKNOWLDGEMENT

Your directors would also like to extend their gratitude
for the co-operation received from financial institutions,
the Government of India, and regulatory authorities.
The board places on record its appreciation for the
continued support received from customers, vendors,
retailers, and business partners, which is indispensable
in the smooth functioning of the Company. Your directors
also take this opportunity to thank all investors and
shareholders, and the stock exchanges, for their
continued support. Your directors place on records their
deep appreciation to employees at all levels for their
hard work, dedication, and commitment. Their
contribution to the success of this organization is
immensely valuable.

For and on behalf of the Board of Directors

New Delhi Ambrish Jaipuria

May 23, 2025 Managing Director

Mar 31, 2024

The Directors take pleasure in presenting the Annual Report on the business and operations of the company along with the Audited Balance Sheet and Profit & Loss A/c for the year ended March 31,2024.

1. SUMMARY FINANCIAL RESULTS

The Financial Results of the company for the financial year ended March 31,2024 were as follows:

(Rs. in Lacs

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Net Sa les	9776	10732
Other Income	294	261
Profit before Interest, Depreciation and Tax	1013	1255
Finance Cost (including interest)	757	550
Depreciation	487	390
Exceptional Item	-36	-
Profit before Tax	-267	315
Provision for Taxation
- Current Tax	00	85
- Earlier year Taxes	(1)	(5)
- Deferred Tax	(68)	(7)
Profit After Tax	(198)	242
Extraordinary Item	-	-
Profit after Tax Including Extraordinary Item	(198)	242

2. REVIEW OF OPERATIONS

â¢ For the year ending March 31, 2024 sales decreased to Rs 9,776 Lacs as compared to Rs 10,732 for the previous year.

â¢ Net profit before tax for the year is Rs. (267) lacs as compared to Net Profit before tax of Rs. 315 Lacs in the previous year.

3. DIVIDEND

In view of the loss that occurred during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2024.

4. RESERVE

The company has not transferred any amount to reserve during this year.

5. SHARE CAPITAL

During the year under review, there was no change in the company''s Issued, Subscribed and Paid up equity shares capital. On March 31,2024, it stood at Rs. 12.03 Cr divided into 1,20,30, 000 equity shares of Rs. 10/ - each.

6. RESEARCH & DEVELOPMENT

Continuous efforts on Research & Development activities are being made to expand the domestic and export markets.

7. CORPORATE GOVERNANCE

The company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers, and other stakeholders.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is included in the Annual Report in Annexure - A.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firm of Chartered Accountants appointed on recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the

Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

10. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and certified by Statutory as well as Internal Auditors and cover all key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the Audit Committee of the Board.

A MD and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee and rectify the same.

11. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, and professional experience for achieving sustainable and balanced development.

12. DIRECTORS

(a) Chairman

Mr. Ambrish Jaipuria is the Chairman of the Board.

(b) Re-appointment and Appointment

Mr. Anshuman Sood was appointed as an Additional Director by the Board of Directors in their meeting held on August 14, 2023 and approved as a director of the company by the shareholder through Postal Ballot dated September 20, 2023.

In terms of Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Pankaj Poddar (DIN: 02815660) Non-Executive and Non Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offered himself for reappointment. The Board recommends his reappointment to the members in the ensuing AGM.

(c) Status of Directors

Mr. Ambrish Jaipuria is the Managing Director of the Company. Mr. Pankaj Poddar is Non-Executive and Non-Independent. Mr. Rajesh Kumar Gupta, Mr. Neeraj Kumar Sharma, Mr. Anshuman Sood and Ms. Himalyani Gupta are the Independent Directors of the Company.

(d) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(e) Cessation of Directors

During the year, Mr. Janardhan Pralhadrao Gupta, an Independent Director ceased to hold office w.e.f May 23, 2023. He took early retirement due to his health conditions before completion of his tenure.

During the year under review, except as stated above, there was no change in the Directors of the company.

13. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed during the year possess the integrity, relevant expertise and experience required to best serve the interests of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

14. KEY MANAGERIAL PERSONNELâS

Mr. Ambrish Jaipuria, Managing Director, Mr. Sanjay Gupta, Chief Financial Officer, and Ms. Ekta Verma, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the FY ended March 31, 2024.

The Changes in KMP during the year are as under:

Name	Designation	Date of Appointment / Cessation
Mr. Sanjiv Jindal	CFO	Cessation w.e.f May 31,2023
Mr. Rishab Jain	CFO	Appointed w.e.f June 01,2023 Cessation w.e.f November 01,2023

Name	Desig nation	Date of Appointment / Cessation
Mr. Sanjay Gupta	CFO	Appointed w.e.f November 23, 2023
Mr. Rahul Das	Company Secretary	Cessation w.e.f October 27, 2023
Ms. Ekta Verma*	Company Secretary	Appointed w.e.f January 19, 2024

Cessation w.e.f May 17, 2024

*Ekta Verma was appointed as an Interim Company Secretary and Compliance Officer Subsequently after her cessation, Niharika Gupta was appointed as whole time Company Secretary and Compliance Officer w.e.f

May 18, 2024.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a director, a formal letter of appointment is given to him, which inter- alia explains the role, function, duties, and responsibilities expected of him as a Director of the Company. The Director also explained in detail the Compliance required from him under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

Management has a one-to one discussion with the newly appointed Director to familiarize him with the Company''s operations. Further the Company has put in place a system to familiarize the Independent Directors with the Company, its products, business, and the on-going events relating to the Company.

The details of the familiarisation programme may be accessed on the Company''s website (www.cosmoferrites.com).

16. EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

17. MEETINGS

During the FY 2023-24, Six (6) Board Meetings and Five (5) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Details of the composition of the Board and its Committees and of the Meetings held, the attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

19. DEPOSITS

The Company has not accepted deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - C to this report.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy without fear of reprisal. The policy may be accessed on the Company''s website.

22. REMUNERATION POLICY

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company''s website (www.cosmoferrites.com).

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms part of the Corporate Governance Report.

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS

In terms of provisions of the Companies Act, 2013 read with the Rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees, and individual Directors, including the chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

â¢ Board/Committees Composition;

â¢ Structure and Responsibilities thereof;

â¢ Ethics and Compliance;

â¢ Effectiveness of Board Processes;

â¢ Participation and contribution by Members;

â¢ Information and Functioning;

â¢ Specific Competency and Professional Experience /Expertise;

â¢ Business Commitment & Organizational Leadership;

â¢ Board/Committee culture and dynamics; and

â¢ Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof,

Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board/ Separate meeting of Independent Directors. The results of such an evaluation are presented to the Board of Directors.

24. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 38 of the financial statements forming part of this Annual Report.

During the year, there were no transactions with related parties which qualify as material transactions under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration and Approval of Related Party Transactions which can be accessed on the Company''s website (www.cosmoferrites.com).

25. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https:/ / www.cosmoferrites.com/investo r- relations/annual-report-notice

26. CORPORATE SOCIAL RESPONISBILTY

During the financial year 2023-24, the Company has spent Rs. 25.00 lakhs towards CSR expenditure, in terms of the CSR annual action plan approved by the Board of Directors.

The CSR initiatives of the Company were under the thrust area of health & hygiene. The Board confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company. The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure (E) to this Report.

27. RISK MANAGEMENT

Every organization is exposed to a number of risks that it needs to effectively identify, manage and mitigate. The company has a process in place to identify key risks across the organisation and relevant action plans to mitigate these risks. The Audit Committee has been entrusted with the responsibility of assisting the Board members with the risk assessment and its minimization procedures.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

28. AUDITORS Statutory Audit:

M/s. Suresh Kumar Mittal & Co., Chartered Accountants, were re-appointed as Statutory Auditors of the Company in 36^th AGM (held on June 30, 2022) to hold office for a period of 5 years until the conclusion of 40^th AGM.

explanatory. During the year, the Auditor did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 201 3 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. The Secretarial Audit Report annexed as Annexure-B.

Cost Auditor:

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Ravi Sahni & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 202425 at a remuneration of Rs. 1,65,000/- plus service tax as applicable and reimbursement of out-of-pocket expenses. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

In terms of the Section 148 of the Companies Act, 2013 (''the Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

During the year, the Auditor had not reported any matter under section 143 (12) of the Act, therefore no detail is required to be disclosed under section 134(3) (ca) of the Act.

29. AUDITORS'' REMARKS

The Auditors'' remarks on the annual accounts are selfexplanatory and do not require further comments from the Company.

30. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company during the year under review.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred after the close of the financial year of the Company to which the balance sheet relates and

the date of the report that may affect the financial position of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year FY 2024-25 to the Bombay Stock Exchange where the Company''s equity shares are listed.

34. PROMOTION OF WOMEN''S WELL BEING AT WORKPLACE

Cosmo Ferrites 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 the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the said act. There have been no complaints of sexual harassment received during the year.

35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure D to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Sectio n 136 of the Act, the said an nexu re is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the

information and explanations obtained by them, hereby

confirm that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made to give a true and fair view of the state of affairs of the Company as of March 31,2024 and of the profits of the Company for the year ended on that date.

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

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

37. SECRETARIAL STANDARDS

During the year 2023-24, the Company has complied

with applicable Secretarial Standards issued by the

Institute of the Company Secretaries of India.

38. OTHER DISCLOSURES

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and

(b) instance of one-time settlement with any bank or financial institution

39. ACKNOWLDGEMENT

Your directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India, and regulatory authorities. The board places on record its appreciation for the continued support received from customers, vendors, retailers, and business partners, which is indispensable in the smooth functioning of Company. Your directors also take this opportunity to thank all investors and shareholders, and the stock exchanges, for their continued support. Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication, and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of Directors

New Delhi Ambrish Jaipuria

May 17, 2024 Managing Director

Mar 31, 2016

DIRECTORS'' REPORT

THE MEMBERS COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2016.

(Rs. in Lacs)

FINANCIAL RESULTS	2015-16	2014-15
Sales	6,333.16	5,676.00
Other Income	92.44	115.00
Profit /(Loss)before depreciation & tax	374.32	124.00
Depreciation	369.16	361.00
Exceptional item
Profit/(Loss) before Tax	5.16	(237.00)
Provision for current Tax
Provision for earlier Year	2.44	1.00
Profit/(Loss) after current Tax	2.72	(238.00)
Provision for deferred tax	2.40	(71.00)
Profit/(Loss) After Deffered Tax	0.32	(167.00)
Add:-Mat Credit Entitlement
Add: Balance brought forward	233.00	233.00
Less:-Transfer to Preference Share Capital
Redemption Reserve
Add:- Transfer from General Reserve	233.00	233.00
Profit/(Loss) available for appropriation
Provision for arrears off Dividend on Cumulative Redeemable Preference Shares
Proposed Dividend on Cumulative Redeemable Preference Shares
Corporate Tax on Dividend
Balance carried to Balance Sheet	233.00	233.00
	233.00	233.00

2. REVIEW OF OPERATIONS

- For the year ending 31st March 2016 sales increased to Rs 6333 Lacs as compared to Rs. 5676 Lacs for previous year.

- Net Profit before tax for the year is Rs. 5 lacs as compared to Net loss of Rs. 237 lacs in the previous year.

3. DIVIDEND

In view of the null profitability during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2016.

4. RESEARCH & DEVELOPMENT

Continuous efforts on Research & Development activities are being made to expand the domestic and export markets.

5. CORPORATE GOVERNANCE

Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Auditors confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is included in the Annual Report in Annexure - A.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report

7. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and certified by Statutory as well as Internal Auditors and cover all key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the Audit Committee of the Board.

A CEO and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee and rectify the same.

8. DIRECTORS

(a) Chairman

Mr. Ashok Jaipuria, is the Non Executive-Chairman of the Company.

(b) Reappointment

Mr. Anil Kumar Jain, Non-Independent and Non Executive Director of the Company, retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Ambrish Jaipuria is the Executive Director & CEO of the Company. Mr. Anil Kumar Jain is Non Independent and Non-Executive Director. Mr. Shreekant Somany, Mr. Rakesh Nangia, Mr. Naresh Kumar Gupta, Ms. Jyoti Dixit, Dr. Ramakant Dwivedi and Mr. Janardhan Pralhadrao Gupta are the Independent Directors of the Company.

(d) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

9. KEY MANAGERIAL PERSONNEL''S

Mr. Ambrish Jaipuria, Executive Director & CEO, Mr. Ramesh Chand, Chief Financial Officer and Ms. Neha Pawar, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, there was no change in the KMP''s of the Company.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

The Chairman also has one to one discussion with the newly appointed Director to familiarize him with the Company''s operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company The details of the familiarization programme may be accessed on the Company''s website (www.cosmoferrites.com).

11. EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

12. MEETINGS

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such meetings and other relevant details are provided in Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

17. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

18. REMUNERATION POLICY

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Members can download the complete remuneration policy on the Company''s website (www.cosmoferrites.com).

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms part of this Corporate Governance Report

19. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 31 to the financial statements forming part of this Annual Report.

During the year, there were no transactions with related parties which qualify as material transactions under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration and Approval of Related Party Transactions which can be accessed on Company''s website (www.cosmoferrites.com).

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure D to this Report.

21. RISK MANAGEMENT

Every organization is exposed to a number of risks that it needs to effectively identify, manage and mitigate. Company has a process in place to identify key risks across the organization and relevant action plans to mitigate these risks. The Risk & Operations Management Committee has been entrusted with the responsibility to assist the Board members about the risk assessment and its minimization procedures.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

22. AUDITORS Statutory Audit:

M/s. B.K. Shroff & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from B.K. Shroff & Co.,

Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint B.K. Shroff & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B." The Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Ravi Sahni & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2016-17 at a remuneration of Rs. 1,25,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

23. AUDITORS'' REMARKS

The Auditors'' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

24. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year under review.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year FY 2016- 17 to the Bombay Stock Exchange where the Company''s equity shares are listed.

28. PROMOTION OF WOMEN''S WELL BEING AT WORKPLACE

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure E(i) to this Report.

Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 real with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E(ii) to this Report.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2016 and of the profits of the Company for the year ended on that date.

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

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

For and on behalf of the Board

Ashok Jaipuria

Chairman

New Delhi

4th August, 2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2015.

(Rs. in Lacs)

FINANCIAL RESULT 2014-15 2013-14

Sales 5676 5981

Other Income 115 171

Profit/(Loss)before depreciation & tax 124 558

Depreciation 361 398

Exceptional Item - 50

Profit/(Loss) before Tax (237) 110

Provision for current Tax - 26

Provision for earlier Year 2 1

Profit/(Loss) after current Tax (239) 83

Provision for deferred tax - 4

Profit/(Loss) after deferred tax 71 79

Add:-Mat Credit Entitlement - 26

(168) 105

Add:

Balance brought forward 233 322

Less:-Transfer to Preference

Share Capital - -

Redemption Reserve - -

Add:- Transfer from General Reserve - -

Profit/(Loss) available for 233 425

appropriation

Provision for arrears of Dividend on Cumulative Redeemable

Preference Shares - -

Proposed Dividend on Cumulative

Redeemable Preference Shares - 2

Corporate Tax on Dividend - -

Balance carried to Balance Sheet 233 423

233 423

2. DIVIDEND

In view of the no profitability during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31,2015.

3. REVIEW OF OPERATIONS

* On year to year basis sales Revenue decreased to Rs 5409 Lacs for the year ending 31st March 2015 as compared to Rs. 5677 Lacs for previous year.

* Net loss for the year is Rs. 168 lacs as compared to Net Profits of Rs. 105 lacs in the previous year.

4. RESEARCH & DEVELOPMENT

Continuous efforts on R & D and Development activities are being made to expand the domestic and export markets.

5. CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with the Stock Exchange forms part on this report.

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A to this Report.

7. DIRECTORS

(a) Chairman

Mr. Ashok Jaipuria, is the Non Executive-Chairman of the Company.

(b) Reappointment

Mr. Ashok Jaipuria, Chairman retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

The tenure of Mr. Ambrish Jaipuria, Executive Director & CEO expired on 31st March 2015 and subject to the approval of shareholders he seeks re- appointment for a period of 5 years w.e.f. April 01, 2015.

(c) Status of Directors

Mr. Anil Kumar Jain is Non-Independent and Non- Executive Director of the Company. Mr. Shreekant Somany, Mr. Rakesh Nangia, Mr. Naresh Kumar Gupta and Ms. Jyoti Dixit are the Independent Directors of the Company.

(d) Additional Directors

Mr. Janardhan Pralhadrao Gupta and Dr. Ramakant Dwivedi, who were appointed as Additional Directors of the Company and subject to the approval of shareholders be reconfirmed as Independent Directors of the Company for a tenure of five (5) years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges.

8. KEY MANAGERIAL PERSONNEL'S

Mr. Ambrish Jaipuria, Executive Director & CEO and Mr. Ramesh Chand, Chief Financial Officer and Ms. Neha Pawar, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. BOARD EVALUATION

In terms of the provisions of Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/ Director(s) for the year.

10. MEETINGS

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirement of Clause 49 of the Listing Agreement the Company has formulated a whistle blower policy to deal with instances of fraud and mismanagement, if any.

14. REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors has formulated the Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The details are outlined in the Corporate Governance Report.

15. RELATED PARTY TRANSACTIONS

During the year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the year, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note 32 to the financial statements forming part of this Annual Report.

The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is NIL.

16. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk and Operations Management Committee.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report

17. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profits of the Company for the year ended on that date.

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

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. AUDITORS

Statutory Audit:

M/s. B.K. Shroff & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from B.K. Shroff & Co., Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint B.K. Shroff & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B." The Secretarial Auditors' remarks are self explanatory and do not require further comments from the Company.

Cost Auditor:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Ravi Sahni & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 1,25,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

19. AUDITORS' REMARKS

The Auditors' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

20. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure D to this Report.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure D to this Report.

None of the employees covered under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is a relative of any Director of the Company and holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

25. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

For and on behalf of the Board

Ashok Jaipuria New Delhi Chairman 26th May, 2015

Mar 31, 2013

THE MEMBERS COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2013.

(Rs. in Lacs)

FINANCIAL RESULT 2012-13 2011-12

Sales 5149 4497

Profit /(Loss)before

depreciation & tax 136 378

Depreciation 395 338

ProfiV(Loss) before Tax (259) 40

Provision for current Tax - 4

Provision for earlier Year

Profit/(Loss) after current Tax (259) 36

Provision for deferred tax (93) 1

Profit/(Loss) after deferred tax (166) 35

Add:-Mat Credit Entitlement _ 4

(166) 39

Add:Balance brought forward 488 585

Less:-Transfer to Preference

Share Capital Redemption Reserve - -

Add:- Transfer from General

Reserve - -

Profit/(Loss) available for 322 624 appropriation

Provision for arrears off

Dividend on Cumulative

Redeemable Preference Shares - 136

Proposed Dividend on Cumulative

Redeemable Preference Shares - -

Corporate Tax on Dividend - -

Balance carried to Balance Sheet 322 488

322 488

DIVIDEND

In view of the company not having profits during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2013.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58 A of Companies Act, 1956.

REVIEW OF OPERATIONS

- Net Sales are Rs 4862 Lacs for the year ending 31st

March 2013 as compared to Rs. 4280 Lacs for previous year.

- This year was challenging on various fronts, viz upward pressure on key raw materials prices along with increased competition in global ferrites market, down fall in international market.

FUTURE OUTLOOK & EXPANSION

Various cost cutting measures are being taken in a structured manner. Besides, different market segments are being explored to increase the order book and thereby better capacity utilization. It is expected that performance in current year will be much better.

DIRECTORS

Mr. N.K. Gupta, Director of the Company is liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

There are no inter-se relationships of all or any of the directors in terms of disclosure requirements of the listing agreement with the stock exchange, except that Mr. Ashok Jaipuria and Mr. Ambrish Jaipuria are relative of each other.

STATUTORY STATEMENTS

Following information as per the requirements of the Companies Act, 1956 is given in separate statements annexed hereto, which form part of this report.

a) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956

b) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(l)(e) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 21 7(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed;

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31" March, 201 3and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in douse 49 of the listing agreement with the stock exchange form part on this report.

RE-APPOINTMENT OF AUDITORS

M/s. B.K. Shroff & Company, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing AGM and being eligible offers themselves for reappointment. The Company has taken a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your company received from suppliers, processors distributors, dealers, bankers and all others associated with your company. Your company regards them as partners in its journey of growth and progress.

PERSONNEL

The Board wishes to place on record its appreciation of the contribution made by all employees in improving over all performance during the year.

APPRECIATION

Your directors wish to place on record their appreciation of the whole-hearted and continued support extended by the investors, bankers and financial institutions.

For and on behalf of the Board

New Delhi Ashok Jaipuria

9th August, 2013 Chairman

Mar 31, 2012

TO THE MEMBERS COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with

Audited Balance Sheet and Profit & Loss A/c for the year ended 3 Is1 March 2012.

[Rs. in Lacs)

FINANCIAL RESULT 2011-12 2010-11

Sales 4497 5127 Profit /(Loss)before depreciation

& tax 378 816

Depreciation 338 292

Pro fit/( Loss) before Tax 40 524

Provision for current Tax 4 144

Provision for earlier Year - -

Profit/(Loss) after current Tax 36 379

Provision for deferred tax - (39)

Profit/(Loss) after deferred lax 35 418

Add:-Mat Credit Entitlement - -

39 418

Add :Balance brought forward 585 182 Less:- Transfer to Preference Share Capital Redemption Reserve

Add:- Transfer from General Reserve - -

Profit/(Loss) available for appropriation 624 600

Provision for arrears off Dividend on

Cumulative Redeemable Preference

Shares 136 13

Proposed Dividend on cumulative

redeemable Preference Shares

Corporate Tax on Dividend - 2

Balance Carried To Balance Sheet 488 585

488 585

DIVIDEND

In view of the profit after appropriation being low during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2012.

DEPOSITORY SYSTEM

Your company shares have been notified for compulsory trading in demat form by SEBI w.e.f. September 25, 2000. Members have the option of holding their shares in demat form through any of the depositories by opening account with the authorized depository participants.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58 A of Companies Act, 1956.

REVIEW OF OPERATIONS

- Sales Revenue Rs 4497 lacs for the year ending 31s1 March 2012 as compared to Rs. 5127 Lacs previous year.

- Net Profit after lax for the year is Rs. 39 Lacs as compared to Rs.4 18 lacs in the previous year.

- This year was challenging on various fronts, viz upward pressure on key raw materials prices along with increased competition in global ferrites market, down fall in international market.

FUTURE OUTLOOKS EXPANSION

Various cost cutting measures are being taken in a structured manner. Besides, different market segments are being explored to increase the order book and thereby better capacity utilization. It is expected that performance in current year will be much better. Company had undertaken an expansion project to increase the capacity by 50%. Project has been commissioned on 28 April 2011.

DIRECTORS

Mr. Rakesh Nangia, Director of the Company is liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

There are no inter-se relationships of all or any of the directors in terms of disclosure requirements of the listing agreement with the stock exchange, except that Mr. Ashok Jaipuria and Mr. Ambrish Jaipur ia are relative of each other.

STATUTORY STATEMENTS

Following information as per the requirements of the Companies Act, 1956 is given in separate statements annexed hereto, which form part of this report.

a) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956

b) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1 )(e) of the Companies Act, 1 956.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 21 7[2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to g ive a true and fair view of the state of affairs of the Company as on 3 Is1 March, 2012 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause49 of the listing agreement with the stock exchange form part on this report.

RE-APPOINTMENT OF AUDITORS

M/s. B.K. Shroff & Company, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing AGM and being eligible offers themselves for reappointment. The Company has taken a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224[1B) of the Companies Act, 1956.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your company received from suppliers, processors distributors, dealers, bankers and all others associated with your company. Your company regards them as partners in its journey of growth and progress.

PERSONNEL

The Board wishes to place on record its appreciation of the contribution made by all employees in improving overall performance during the year.

APPRECIATION

Your directors wish to place on record their appreciation of the whole-hearted and continued support extended by the investors, bankers and financial institutions.

For and on behalf of the Board

Ashok Jaipuria

Chairman

New Delhi

18th May, 2012

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2010.

(Rs. in Lacs)

FINANCIAL RESULTS 2009-10 2008-09

Sales 3934 3087

Profit /(Loss)before depreciation & tax 532 148

Depreciation 280 271

Profit/(Loss) before Tax 252 (123)

Provision for current 43 9

Provision for earlier Year 14 -

Profit/(Loss) after current Ta x 195 (132)

Provision for deferred tax 19 8

Profit/(Loss) after deferred tax 176 (140)

Add:-Mat Credit Entitlement 42 4

218 (137)

Add:Balance brought forward (13) 185

Less:Transfer to Preference Share

Capital Redemption Reserve --- (13) 98 87

Add:Transfer from General Reserve -- 37

Profit/(Loss) available for appropriation 205 (13)

Provision for arrears of Dividend on

Cumulative Redeemable Preference

Shares 15 --

Proposed Dividend on

Cumulative Redeemable Preference

Shares 5 --

Corporate Ta x on Dividend 3 -

Balance carried to Balance Sheet 182 (13)

182 (13)

ISSUE/REDEMPTION OF 10% CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year company had redeemed 98080 Cumulative Redeemable Preference Share issued to ICICI Bank on 27th November, 1999. The company has also issued fresh 135000 10% Cumulative Redeemable Preference Shares of Rs. 100/ - each

DIVIDEND

In view of the profit after appropriation being low during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended 31st March 2010.

Board has recommended dividend @ 10% on the 10% Cumulative Redeemable Preference Shares of the Company.

DEPOSITORY SYSTEM

Your company shares have been notified for compulsory trading in demat form by SEBI w.e.f. September 25, 2000. Members have the option of holding their shares in demat form through any of the depositories by opening account with the authorized depository participants.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of Companies Act, 1956.

REVIEW OF OPERATIONS

- Sales Revenue increased to Rs 3934 lacs for the year ending 31st March 2010 as compared to Rs. 3087 Lacs previous year. Component sales increased from 1217 MT to 1564 MT.

- Net Profit after tax for the year is Rs. 218 Lacs as compared to Net Loss of Rs.137 lacs in the previous year by strengthen the marketing, revised the price policy and reduction in costs.

- Costs remained within control and have been rationalized across all strata of the organization.

- This year was challenging on various fronts, viz upward pressure on key raw materials prices along with increased competition in global ferrites market.

FUTURE OUTLOOK

Various cost cutting measures are being taken in a structured manner. Besides, different market segments are being explored to increase the order book and thereby better capacity utilization. It is expected that performance in current year will be much better.

DIRECTORS

Mr. N.K. Gupta and Mr. B.D. Gupta, Directors of the Company are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. S.K. Mittal and Mr. B.B. Tandon ceased to be Directors of the Company w.e.f 8th April 2009 and 25th February 2010 respectively. The Directors place on record their appreciation for the help, guidance and contribution made by Mr. S.K. Mittal and Mr. B.B. Tandon, during their tenure as director.

Mr. H.L. Paranjpe was appointed as Additional Director of the Company on 29th July, 2009 and his appointment as Director of the Company was confirmed in the Annual General Meeting of the Company held on 23rd September, 2009.

There are no inter-se relationships of all or any of the directors in terms of disclosure requirements of the listing agreement with the stock exchange, except that Mr. Ashok Jaipuria and Mr. Ambrish Jaipuria are relative of each other.

STATUTORY STATEMENTS

Following information as per the requirements of the Companies Act, 1956 is given below:

a) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956- NIL.

b) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956 is annexed herewith.

DIRECTORSÃ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed;

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the company have been prepared on a going concern basis

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchange form part on this report.

RE-APPOINTMENT OF AUDITORS

M/s. B.K. Shroff & Company, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing AGM and being eligible offers themselves for reappointment. The Company has taken a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your company received from suppliers, processors distributors, dealers, bankers and all others associated with your company. Your company regards them as partners in its journey of growth and progress.

PERSONNEL

The Board wishes to place on record its appreciation of the contribution made by all employees in improving over all performance during the year.

APPRECIATION

Your directors wish to place on record their appreciation of the whole-hearted and continued support extended by the investors, bankers and financial institutions.

On behalf of the Board

New Delhi Ashok Jaipuria

12th May, 2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article