Directors Report of Pee Cee Cosma Sope Ltd.

Mar 31, 2024

TO THE MEMBERS OF PEE CEE COSMA SOPE LTD : The Directors hereby present their 37th Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2024.. Financial Highlights.

	(Rs. in Lakhs)
	Particulars	Current Year	Previous Year
		31.03.2024	31.03.2023
	Net Revenue from Operation	13364.31	12451.67
	Other Income	60.34	53.39
	Total Income	13424.65	12505.06
	Total Expenditure	12019.19	12171.79
	Profit before tax	1405.46	333.27
	Provision for tax	361.09	84.65
	Profit after tax	1044.37	248.62
	Dividend on Equity Shares (excluding tax on distributed profits)	132.31	52.93
	Transfer to General Reserve	NIL	NIL
	Paid-up Share Capital	264.63	264.63
	Reserves and Surplus (excluding revaluation reserve)	3763.85	2772.40

Company Performance : During the year under review total income of the Company was Rs.13424.65 Lakhs as against Rs.12505.06 Lakhs in the previous year. The Company was able to earn a marginal profit for the year of Rs1044.37Lakhsagainst a profit of Rs. 248.62 Lakhs. Your Directors are putting in their best efforts to improve the performance of the Company. Statement of Company’s Affair : Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward.The company implemented effective strategies that unlocked significant market potential, resulting in strong margins and increased turnover for the coming year.

Share Capital : The Issued, Subscribed and Paid up Share Capital of the Company as on 31stMarch, 2024 amounted to Rs. 2,64,62,500/- (Rupees Two Crore Sixty Four Lakhs Sixty Two Thousand Five Hundred Only) divided into 26,46,250 (Twenty Six Lakh Forty Six Thousand Two Hundred Fifty) number of Equity Shares of Rs. 10/- each (Rupees Ten).

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Dividend : Your Directors have pleasure in recommending a dividend of 50% i.e. ? 5/- per equity share of face value of ? 10/- each for the financial year ended 31st March, 2024 at their meeting held on 28th

May, 2024 amounting to ? 132.31 Lacs (approx.). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Register of Members and Share Transfer Books will remain closed from Saturday, 21st September, 2024 to Monday, 30th September, 2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31st March, 2024. The Annual General Meeting is scheduled to be held on Monday, 30th September, 2024.

Transfer of unclaimed dividend to Investor Education and Protection Fund

During the Financial Year 2023-2024, the company has transferred Rs. 191169/-, being Unpaid Dividend for Financial year 2015-2016 to I EPF Authority.

During the Financial Year 2023-24, the Company has transferred 8026 Equity shares in respect of which Dividend has been unpaid/unclaimed for a consecutive period of seven years to the Investor Education and Protection Fund in pursuance to rule 6(5) of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of such transfer is available at Company’s website and such shares can be claimed back from IEPF Authority only after following the prescribed procedure.

Transfer to Reserve : During the financial year 202324, the Board of Directors of your Company has decided not to transfer any amount to the Reserves and Surplus Account.

Change in nature of Business of the Company : There

has been no change in the nature of business of the Company.

Material Changes, etc. : Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March,2024. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 Detail of loans, guarantees and investments falling under Section 186 of the Companies Act, 2013 as on 31st March, 2024 is as under:

	Particulars of loan to corporate	Amount
	& Others	(Rs in Lakhs)
	Bloomsbury Buildcon Pvt Ltd	53.87
	B P Oil Mills Ltd	54.05
	Building Solutions (India)Pvt Ltd	80.00
	Shanti Automart Pvt Ltd	75.00
	Bhole Baba Constructions Pvt Ltd	208.67
	Dass Cold Storage Pvt Ltd	54.85
	D R Infra	54.09
	Total	580.54
	Particulars of Investments	Amount (in Lakhs)
	Investment in Mutual Funds	431.38
	Total	431.38

Disclosure on Deposit under Chapter V : The

Company has neither accepted nor renewed any deposits from public during the Financial Year 202324 in terms of Chapter V of the Companies Act, 2013. Report on Subsidiaries, Associates and Joint Venture companies : The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo : Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’which forms part of this report.

Listing : At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the Financial Year 2024-25 to BSE Ltd have been paid. Directors : During the Financial Year 2023-24,there is no change in the Board of the Company except the following :

• Shri Amar Singh Rajput (DIN: 00172301), an Independent Director, departed for his heavenly abode on 13th July, 2023 and accordingly ceased to be Director of the Company with immediate effect.

• Shri Kshitiz Agarwal (DIN: 01768123) was appointed as Additional Director w.e.f.1st September, 2023 in the category of Independent Director and appointed as Director for a period of 5 years up to 31st August, 2028 by the members in the last Annual General meeting held on 29th September, 2023.

Shri Ankit Jain (DIN: 05343684) who retires by rotation on the AGM held on 29th September, 2023 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

• The second term of office of Mr. Anil Gupta (DIN: 00283431) and Ms. Babita Agarwal (DIN: 07101475) as Independent Directors will be expiring on 13th November, 2024 and 24th March, 2025 respectively. The Board of Directors in their meeting held on 13th August, 2024 upon recommendation of the Nomination and Remuneration Committee and subject to the approval of members in the ensuing AGM, has recommended appointment of Mr Nirbhay Mishra (DIN: 00302769) and Ms Aanchal Jain (DIN: 05348101) as Non-Executive Independent Director for a term of 5(five) consecutive year commencing from 14th November, 2024 and 25th March, 2025 respectively. The terms and conditions for their re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing AGM of the Company.

• The Board of Directors has in its meeting held on 13th August 2024, on the recommendation of Nomination and Remuneration Committee of the Board (“NRC”), re-appointed Mr. Ankur Jain (DIN: 00172356) as Managing Director, respectively for a further period of five (5) years w.e.f. September 1, 2024 subject to approval of shareholders, as their current term of office will expire on August 31, 2024. The terms and conditions for their reappointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM of the Company.

• In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every Annual General Meeting (AGM). Consequently, Mr. Ankur Jain (DIN: 00172356), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his shareholding etc., is annexed to the Corporate Governance Report and Notice of the ensuing AGM and forming part of the Annual Report.

Key Managerial Personnel : The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :

	Name	Designation
	Shri Mayank Jain	Executive Chairman
	Shri Ankur Jain	Managing Director
	Shri Ankit Jain	Whole Time Director
	Mr. Brij Mohan Verma	Chief Financial Officer
	Smt. Nidhi Agarwal	Company Secretary

Policy on Directors appointment and Policy on remuneration : Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure-2’ respectively, which forms part of this report. Particulars of remuneration of Directors/ KMP/ Employees : There are no employees who are in receipt of remuneration more than the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.Details of top ten employees in respect of their remuneration required under Rule

5(2) is attached as ‘Annexure 3’.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure 4’ which forms part of this report.

Declaration by Independent Director : The NonExecutive Independent Directors of the Company have given the declarations stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Number of Meetings of the Board : During the Financial Year 2023-24, 5(Five) Board meetings were held. Attendance of Directors are as below:

Name	Total No. of Board meeting	Total No. of board meeting attended
Shri Ankur Jain	5	5
Shri Mayank Jain	5	4
Shri Ankit Jain	5	5
Shri Nemi Chandra Jain	5	5
Shri Amar Singh Rajput	5	1
Shri Anil Gupta	5	5
Smt Babita Agarwal	5	5
Shri Kshitiz Agarwal	5	1

Performance Evaluation of the Board, its Committees and Individual Directors : Pursuant to applicable provisions of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;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. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board’s focus, regulatory compliances and

Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5(excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and NonExecutive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director’s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee : As on 31st March, 2024, the Audit Committee of the Company comprises the following directors :

1. Mr. Nemi Chandra Jain - Chairman (Independent Director)

2. Mr. Ankur Jain - Member (Promoter & Executive Director)

3. Mrs. Babita Agarwal - Member (Independent Director)

Second term of Mr Nemi Chandra Jain as Independent Director ended on 31st March, 2024. Accordingly, board of Directors in their meeting held on 10th February 2024 has re-constituted Audit Committee of the Board of Directors. The newly constitutes Audit Committee effective from 1st April, 2024 is as follows :

1. Mr. Kshitiz Agarwal - Chairman (Independent

Director)

2. Mr. Ankur Jain - Member (Promoter & Executive Director)

3. Mrs. Babita Agarwal - Member (Independent Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report : M/s Doogar & Associates, Chartered Accountants, Statutory Auditors of the Company were appointed at the 35th (Thirty Fifth) Annual General Meeting of the Company held on 24thSeptember, 2022 to hold such office till the conclusion of the AGM to be held in the year 2027. The Auditors report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2024.

The notes on financial statement referred to in the Auditors’ Report are self-explanatory and therefore do not require any further comments.

Secretarial Auditors : Your Board, during the year, appointed M/s R& D Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Report of M/s R& D Company Secretaries in terms of Section 204 of the Act is provided in the “Annexure 5’ forming part of this Report.

Maintenance of Cost Records : During the year under review, the Company was not required to made and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Fraud Reporting : During the year under review, no instances of fraud were reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company in terms of provisions of Section 143(12) of the Companies Act, 2013.

Details of significant and material orders passed by the regulators, courts or tribunals impacting the going concern status of the Company

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future. Directors’ Responsibility Statement : Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm :

a) That in the preparation of the Annual Accounts,

the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

c) That they had 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;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards : The Company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Governance : Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company''s website i.e., www.peeceecosma.com under “Investors- Corporate Governance” Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a

separate Report on Corporate Governance along with the Statutory Auditors'' Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

Corporate Social Responsibility (CSR) : The

Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Companies Act, 2013. As on 31stMarch 2024, the Committee consisted of Mr. Mayank Jain, Chairman, Mrs. Babita Agarwal, and Mr. Ankit Jain as other members of the Committee.

The vision of Pee Cee Cosma Sope Ltd. is to undertake CSR activities to make sustainable impact on the human development of underserved communities through initiatives in Education, Health and Livelihoods.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.peeceecosma.com.

The net profit of the Company during the immediately preceding financial year i.e. 2022-23 was below the threshold limit of Rs.5 Crore. Accordingly, the Company does not come under the preview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility during the financial year 2023-24.

However, Company has voluntary made contribution of Rs. 7.98 Lakhs during the financial year 2023-24 on CSR Expenditure in the below mentioned activities :

Sr. No.	CSR Projects or activity	Amount (Rs. in Lakhs)
1.	Ek Paheli B R welfare society	0.25
2.	Eye camp- amount given to Agarwal Eye Care Hospital	4.8
3.	Purshottam Das Savitri Devi hospital for treatment of cancer patients	2.93
	Total	7.98

Internal Financial Controls System : According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Jay Pee & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self-Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms partof this Report.

Risk Management Policy : The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of

Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management program, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy : The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment : 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 compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Company’s office premises or women service

providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress complaints regarding Sexual Harassment, if any.

Web address for Annual Return : As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.peeceecosma.com under the Investors Relation.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

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 arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as ‘Annexure 6’.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 40 of the Financial Statements.

Details of application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status as at the end of the financial year

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof During the year under review, no such valuation was required to be done.

Acknowledgements : Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

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Mar 31, 2023

The Directors hereby present their 36th Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2023. Financial Highlights.

Particulars	Current Year	Previous Year
	31.03.2023	31.03.2022
Net
Net Revenue from Operation	12451.67	9269.27
Other Income	53.39	61.12
Total Income	12505.06	9330.39
Total Expenditure	12171.79	9101.72
Profit before tax	333.27	228.67
Provision for tax	84.65	60.14
Profit after tax	248.62	168.53
Dividend on Equity Shares (excluding tax on distributed profits)	52.92	26.46
Transfer to General Reserve	NIL	NIL
Paid-up Share Capital	264.63	264.63
Reserves and Surplus
(excluding revaluation reserve)	2772.40	2550.24

Company Performance : During the year under review total income of the Company was Rs.12505.06 Lakhs as against Rs.9330.39 Lakhs in the previous year. The Company was able to earn a marginal profit for the year of Rs 248.62 Lakhs against a profit of Rs. 168.53 Lakhs. Your Directors are putting in their best efforts to improve the performance of the Company. Statement of Company’s Affair : Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward. The company developed some new products in Laundry soap, detergent and bathing soap and we see huge potential to tap the market there by generating handsome margins and turnover for the coming year.

Share Capital : The Issued, Subscribed and Paid up Share Capital of the Company as on 31st March, 2023 amounted to Rs. 2,64,62,500/- (Rupees Two Crore Sixty Four Lakhs Sixty Two Thousand Five Hundred Only) divided into 26,46,250 (Twenty Six Lakh Forty Six Thousand Two Hundred Fifty) number of Equity Shares of Rs. 10/- each (Rupees Ten).

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Dividend : Your Directors have pleasure in recommending a dividend of 20% i.e. Rs. 2/- per equity share of face value of Rs. 10/- each for the

financial year ended 31st March, 2023 at their meeting held on 27th May, 2023 amounting to Rs. 52.92 Lacs (approx.). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Register of Members and Share Transfer Books will remain closed from Friday, 22nd September, 2023 to 29th September 2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31st March, 2023. The Annual General Meeting is scheduled to be held on Friday, 29th September, 2023.

Transfer of unclaimed dividend to Investor Education and Protection Fund : During the Financial Year 2022-2023, the company has transferred Rs. 160197/-, being Unpaid Dividend for Financial year 2014-2015 to I EPF Authority.

During the Financial Year 2022-23, the Company has transferred 7850 Equity shares in respect of which Dividend has been unpaid/unclaimed for a consecutive period of seven years to the Investor Education and Protection Fund in pursuance to rule 6(5) of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of such transfer is available at Company’s website and such shares can be claimed back from IEPF Authority only after following the prescribed procedure.

Transfer to Reserve : During the financial year 202223, the Board of Directors of your Company has decidednot to transfer any amount to the Reserves and Surplus Account.

Change in nature of Business of the Company :

There has been no change in the nature of business of the Company.

Material Changes, etc.: Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company - 31st March,2023. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 Detail of loans, guarantees and investments falling under Section 186 of the Companies Act, 2013 as on 31st March, 2023 is as under:

Particulars	Amount (in Rs)
B P Oil Mills Ltd	55.25
Building Solutions (India)P.Ltd	85.76
Shanti Automart Pvt Ltd	24.12
Bhole Baba Constructions Pvt Ltd	193.03
Dass Cold Storage Pvt Ltd	105.10
Dr Infra	50.81
Total	514.07

Disclosure on Deposit under Chapter V : The

Company has neither accepted nor renewed any deposits from public during the Financial Year 202223 in terms of Chapter V of the Companies Act, 2013. Report on Subsidiaries, Associates and Joint Venture companies : The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo : Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’which forms part of this report.

Listing : At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the Financial Year 2022-23 to BSE Ltd have been paid. Directors : During the Financial Year 2022-23,there is no change in the Board of the Company except the following:

• Mr Mayank Jain (DIN: 00112947) who retire by rotation at the AGM held on 24th September, 2022 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

Subsequent to the end of financial year 2022-23, Mr Amar Singh Rajput (DIN: 00172301), an Independent Director, departed for his heavenly abode on 13th July, 2023 and accordingly ceased to be Director of

the Company with immediate effect. Your director place their sincere appreciation towards the invaluable contributions, guidance, and support received from him. Further, your directors pray the almighty that the departed soul of Mr Amar Singh Rajput rest in peace.

Mr Kshitiz Agarwal (DIN: 01768123) was appointed as Additional Director w.e.f.1st September, 2023 in the category of Independent Director. The Company has received a declaration from Shri Kshitiz Agarwal that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Listing Agreement as per SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015. Shri Kshitiz Agarwal possesses appropriate skills, experience and knowledge, inter alia, in the field of finance. In terms of the provisions of the Companies Act, 2013, he holds office until the date of the ensuing Annual General Meeting. His appointment as ordinary Director of the Company is placed before the Members for consideration. The Board recommends the resolution(s) for adoption by the members.

In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every Annual General Meeting (AGM). Consequently, Mr. Ankit Jain (DIN: 05343684), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for reappointment in accordance with the provisions of the Companies Act, 2013.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his shareholding etc., is annexed to the Corporate Governance Report and Notice of the ensuing AGM and forming part of the Annual Report.

Key Managerial Personnel : The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name Designation

Shri Mayank Jain Executive Chairman

Shri Ankur Jain Managing Director

Shri Ankit Jain Whole Time Director

Mr.Brij Mohan Verma Chief Financial Officer Smt. Nidhi Agarwal Company Secretary

Policy on Directors appointment and Policy on remuneration : Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure-2’ respectively, which forms part of this report. Particulars of remuneration of Directors/ KMP/ Employees : There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Detail of top ten employees in respect of their remuneration required under Rule 5 (2) is attached as ‘Annexure 3’.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure 4’which forms part of this report.

Declaration by Independent Director : The NonExecutive Independent Directors of the Company have given the declarations stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Number of Meetings of the Board : During the Financial Year 2022-23, 5 (Five) Board meetings were held. Attendance of Directors are as below :

	Name	Total No. of Board meeting	Total No. of board meeting attended
	Shri Ankur Jain	5	5
	Shri Mayank Jain	5	4
	Shri Ankit Jain	5	5
	Shri Nemi Chandra Jain	5	5
	Shri Amar Singh Rajput	5	5
	Shri Anil Gupta	5	5
	Smt Babita Agarwal	5	5

Performance Evaluation of the Board, its Committees and Individual Directors : Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015; 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. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board’s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and NonExecutive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director’s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee : As on 31st March, 2023, the Audit Committee of the Company comprises the following directors :

1. Mr. Nemi Chandra Jain - Chairman (Independent Director)

2. Mr. Amar Singh Rajput - Member (Independent Director)

3. Mr. Ankur Jain - Member (Managing Director)

4. Mrs. Babita Agarwal - Member (Independent Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Furthermore, subsequent to the end of financial year 2022-23, Mr. Amar Singh Rajput (DIN: 00172301), an Independent Director, departed for his heavenly abode on 13th July, 2023 and accordingly ceased to be Director of the Company with immediate effect.

Due to cessation of Mr Amar Singh Rajput, Independent Director from the board of the Company, the composition of Audit Committee has been reconstituted in the board meeting held on 8th August, 2023 with immediate effect in the following manner:

1. Mr. Nemi Chandra Jain - Chairman(Independent Director)

2. Mrs. Babita Agarwal - Member (Independent Director)

3. Mr. Ankur Jain - Member (Managing Director) Statutory Auditors and their Report : M/s Doogar & Associates, Chartered Accountants, Statutory Auditors of the Company were appointed at the 35th(Thirty Fifth) Annual General Meeting of the Company held on 24th September, 2022 to hold such office till the conclusion of the AGM to be held in the year 2027.

The Auditors report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31.03.2023.

The notes on financial statement referred to in the Auditors’ Report are self-explanatory and therefore do not require any further comments.

Secretarial Auditors : Your Board, during the year, appointed M/sR& D Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2023. The Report of M/sR& D Company Secretaries in terms of Section 204 of the Act is provided in the “Annexure 5’forming part of this Report.

Maintenance of Cost Records : During the year under review, the Company was not required to make and maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Fraud Reporting : During the year under review, no instances of fraud were reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company in terms of provisions of Section 143(12) of the Companies Act, 2013.

Details of significant and material orders passed by the regulators, courts or tribunals impacting the going concern status of the Company No significant and material order has been passed by the regulators, courts, tribunals impacting the going

concern status and Company’s operations in future. Directors’ Responsibility Statement Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm :

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

c) That they had 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;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards : The Company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Governance : Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company''s website i.e., www.peeceecosma.com under “Investors- Corporate Governance” Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a

separate Report on Corporate Governance along with the Statutory Auditors'' Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

Corporate Social Responsibility (CSR) : The

Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Companies Act, 2013. As on 31stMarch 2023, the Committee consisted of Mr. Amar Singh Rajput, Chairman, Mrs. Babita Agarwal, and Mr. Ankit Jain as other members of the Committee. However, subsequent to the end of financial year 2022-23, Mr Amar Singh Rajput (DIN: 00172301), an Independent Director, departed for his heavenly abode on 13th July, 2023 and accordingly ceased to be Director of the Company with immediate effect.

Due to cessation of Mr Amar Singh Rajput, Independent Director from the board of the Company, the composition of Corporate Social Responsibility Committee has been reconstituted in the board meeting held on 8th August, 2023 with immediate effect in the following manner:

1. Mr. Mayank Jain - Chairman

2. Mrs. Babita Agarwal - Member

3. Mr. Ankit Jain - Member

The vision of Pee Cee Cosma Sope Ltd. is to undertake CSR activities to make sustainable impact on the human development of under served communities through initiatives in Education, Health and Livelihoods.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.peeceecosma.com.

The Annual Report on CSR activities for FY2022-23 is enclosed as ‘Annexure-6’forming part of this report. Internal Financial Controls System : According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises

due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Jay Pee & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self-Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms partof this Report.

Risk Management Policy : The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management program, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures

with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy : The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment : During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Web address for Annual Return : As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.peeceecosma.com under the Investors Relation.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

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 arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Companyon Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as ‘Annexure 7’.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 39 of the Financial Statements.

Details of application made or any proceeding

pending under The Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status as at the end of the financial year

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, no such valuation was required to be done.

Acknowledgements : Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Regd. Office:

Hall H1-H2, First Floor, By order of the board Padam Plaza, Plot No.5, For Pee Cee Cosma Sector 16B, Awas Vikas Sope Ltd.

Sikandra Yojna,

Agra- 282 007 (U.P.)

Mayank Jain DIN : 00112947 Executive Chairman

Date : 01.09.2023 Add: 119, Jaipur House

Place : Agra Agra- 282 010, U.P.

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Mar 31, 2018

TO THE MEMBERS OF PEE CEE COSMASOPE LTD.

The Directors hereby present their 31st Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2018.

Financial Highlights.

(Rs. in Lakhs)

Particulars	Current Year 31.03.2018	Previous Year 31.03.2017
Net Revenue from Operation	7850.84	8031.40
Other Income	2.07	5.84
Total Income	7852.91	8037.24
Total Expenditure	7296.26	7806.50
Profit before tax	556.64	230.73
Provision for tax	189.79	76.81
Profit after tax	366.80	156.09
Dividend on Equity Shares (including tax on distributed profits)	79.62	57.33
Transferto General Reserve	10.00	10.00
Paid-up Share Capital	264.62	264.62
Reserves and Surplus (excluding revaluation reserve)	1778.33	1491.16

Company Performance

During the year under review total income of the Company was Rs. 78,52,90,723 as against Rs. 80,37,23,499 in the previous year. The Company was able to earn a marginal profit for the year of Rs. 5,56,64,247 against a profit of Rs. 2,30,73,435. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Company’s Affair

Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward. The company developed some new products in Laundry soap, detergent and bathing soap and we see huge potential to tap the market there by generating handsome margins and turnover for the coming year.

Change in nature of Business of the Company

There has been no change in the nature of business of the Company.

Material Changes, etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March,2018 and the date of this Report.

Dividend

The Board of Directors had declared a dividend of Rs. 3.00/- per share (30%) on the Equity Shares of the Company, for the Financial year ended March 31, 2018 amounting to Rs. 79,38,750. The aforesaid amount of dividend is exclusive of Dividend Tax amounting to Rs. 16,16,139. The dividend on equity shares will be paid to members whose names appear in the Register of Members as on17th September, 2018; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer of Unpaid Unclaimed Dividend and Shares to lEPF

During the year 2017-18, Unclaimed Dividend for Financial Year 2009-10 of Rs. 1,30,320/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, all shares in respect of which dividend has been unpaid/unclaimed for a consecutive period of seven years were also transferred to the IEPF Authority in accordance with the aforesaid rules. Details of such transferred shares is available at Company’s website and such shares can be claimed back from IEPF authority only after following the prescribed procedure.

Share Capital

The paid up Equity Share Capital as on 31st March,2018 was Rs. 2,64,62,500. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company neither granted any loans, guarantees nor made any investments under Section 186of the Act as at the end of the Financial Year 2017-18.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

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

Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the financial year 2018-19 to BSE Ltd has been paid.

Corporate Governance

In the light of Regulation-15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is effective from 1st December, 2015,certain clauses of the said regulation in connection with Corporate Governance were not applicable on the Company.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Pramod KumarJain, Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreements with the stock exchanges, Shri Nemi Chandra Jain (DIN: 00172406) and Shri Amar Singh Rajput (DIN: 00172301) were appointed as an Independent Directors on the Board of the Company for a period of 5 (Five) consecutive years w.e.f. 1st April, 2014. They shall hold office as an Independent Directors of the Company up to 31st March, 2019 (“First Term” in line with the explanation to Sections 149(10) and 149(11) of the Act). The Board has recommended re-appointment of Shri Nemi Chandra Jain and Shri Amar Singh Rajput as an Independent Directors of the Company, not liable to retire by rotation and for Second Term of 5 (Five) consecutive years on the Board of the Company effective from 1st April, 2019.

A brief resume of the Directors proposed to be reappointed, the nature of their expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are annexed to the notice of the ensuing AGM. The Directors recommend their re-appointment at the ensuing AGM. Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Pramod Kumar Jain	Managing Director
Mr. Ashok Kumar Jain	Whole Time Director
Mr. Mahendra KumarJain	Whole Time Director
Mr. Brii Mohan Verma	Chief Financial Officer
Ms. NidhiAgarwal	Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure-2’ respectively, which forms part of this report.

Particulars of remuneration of Directors I KMP I Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014.Detail of top ten employees in respect of their remuneration required under Rule 5(2) is attached as ‘Annexure3’.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure 4’which forms part of this report.

Number of Meetings of the Board

During the Financial Year 2017-18, 5 (five) number of Board meetings were held. Attendance of Directors are as below:__

Name	Total No. of Board meeting	Total No. of board meeting attended
Ashok KumarJain	5	5
Mahendra KumarJain	5	4
Pramod KumarJain	5	5
Nemi Chandra Jain	5	4
Amar Singh Rajput	5	5
Anil Gupta	5	4
BabitaAgarwal	5	5

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;the Board, inconsultation 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.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) -1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director’s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March, 2018, the Audit Committee of the Company comprises the following directors:

1. Mr. Nemi Chandra Jain-Chairman (Independent Director)

2. Mr. Amar Singh Rajput-Member (Independent Director)

3. Mr. Pramod Kumar Jain-Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

M/s BSD & Co., Chartered Accountants, Statutory Auditors of the Company were appointed at the 30th (Thirtieth) Annual General Meeting of the Company held on 27th September, 2017 for a term of five (5) years, subject to the ratification by Members at every subsequent Annual General Meeting till then. The Ministry of Corporate Affairs vide notification dated 7th May, 2018 has obliterated the requirement of seeking Members’ ratification at every Annual General Meeting on appointment of Statutory Auditor during their tenure of five (5) years. Accordingly, the resolution for ratification of the appointment of Statutory Auditors of the Company has not been placed before the Members.

Vide notification dated February 16,2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards (“Ind AS”) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1,2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013. The Financial Statement for the financial year ended March 31,2017, forming part of this Annual Report have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.

Secretarial Auditors

Your Board, during the year, appointed M/s R& D Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Report of M/s R& D Company Secretaries in terms of Section 204 of the Act is provided in the “Annexure 5’forming part of this Report.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

c) That they had 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;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

The Company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Social Responsibility(CSR)

As per the provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder and on the basis of Audited Financial Statement for the year2017-18, the Company comes under the purview of the provisions of Corporate Social Responsibility as the net profit calculated in accordance with the provisions of section 198 of the Act exceeds Rs. 5 Crore.

In the Board meeting held on 26th May, 2018, the Corporate Social Responsibility Committee was constituted in the line of provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder. As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of Shri Nemi Chandra Jain (Chairman), Shri Ashok KumarJain and Shri Pramod KumarJain (Member).

The vision of Pee Cee Cosma Sope Ltd. Is to take undertake CSR activities to make sustainable impact on the human development of under served communities through initiatives in Education, Health and Livelihoods.

Further, the Board of Directors ofyour Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of theCompanyatwww.doctorsoap.com.

Internal Financial Controls System According to Section 134(5)(e)of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Jay Pee & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Web address for Annual Return

The extract of the Annual Return inform MGT-9forthe financial year 2017-18 is annexed herewith as Annexure- 6 to this Report. The Complete set of Annual Report and Annual Return shall be available on the website of the Company i.e. www.doctorsoap.com.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

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 arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as ‘Annexure 7’.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 32 of the Financial Statements.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Regd. Office:

G-10/8, Padam-Deep By order of the board

Sanjay Place, ForPeeCeeCosma

Agra-282002 Sope Ltd.

Uttar Pradesh

Ashok KumarJain

DIN:00113133

Executive Chairman

Date:11.08.2018 Add: 120, Jaipur House

Place: Agra Agra- 282 002, U.P.

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Mar 31, 2015

The Directors hereby present their 28th Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2015.

(Amount in Rs)

Particulars Current Year Previous Year

Revenue from operations 80,54,22,963.82 75,67,34,442.33

Other Income 7,14,950.40 7,60,332.52

Profit/(Loss) before Tax 2,04,19,731.55 2,86,06,707.54 Provision for Tax

-Current Tax 77,89,000.00 97,00,000.00

- Tax adjustment related to earlier years 1,04,748.60 1,03,653.00

- Deferred Tax (9,35,226.00) 37,924.00

Profit/(Loss) after Tax 1,34,61,208.95 1,87,65,130.54

Balance of profit/(loss) brought forward from previous year 3,55,31,870.50 6,85,34,550.96

Dividend on Equity Shares (including tax on distributed profits) 39,69,375.00 31,75,500.00

Dividend on Preference Shares - 32,79,888.00

Tax on Dividend 8,08,069.00 10,97,093.00 Transfer to General Reserve 10,00,000.00 10,00,000.00

Balance of profit/(loss) carried forward to Balance Sheet 2,05,77,003.58 3,55,31,870.50

Company Performance

During the year under review total income of the Company was Rs. 80,61,37,914.22 as against Rs. 75,74,94J74.85 in the previous year. The Company was able to earn a marginal profit for the year of Rs 1,34,61,208.95 against a profit of Rs. 1,87,65,130.54. Your Directors are putting in their best efforts to improve the performance of the Company. Statement of Company's Affair Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward. The company developed some new products in Laundry soap, detergent and bathing soap and we see huge potential to tap the market there by generating handsome margins and turnover for the coming year Change in nature of Business of the Company There has been no change in the nature of business of the Company. Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company- 31 st March, 2015 and the date of this Report. Dividend The Board of Directors had declared a dividend of Rs1.50 /- per share (15%) on the Equity Shares of the Company, for the financial year ended March31,2015 amounting to Rs. 39.69 lac. The aforesaid amount of dividend is exclusive of Dividend Tax amounting to Rs. 8.08 lac. The dividend on equity shares will be paid to members whose names appear in the Register of Members as on 22nd September, 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Share Capital The paid up Equity Share Capital as on 31st March, 2015 was 2.64 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments underSection186ofthe Companies Act, 2013 The Company neither granted any loans, guarantees nor made any investments under Section 186of the Act as at end of the Financial Year2014-15.

Disclosure on Deposit under Chapter V The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of ChapterVoftheCompaniesAct,2013. Report on Subsidiaries, Associates and Joint Venture companies The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as 'Annexure 1 'which forms part of this report. Listing At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE). The annual listing fees for the financial year 2015-16 to BSE has been paid. Corporate Governance The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from Company Secretary in Practice on compliance of Clause 49 of the Listing Agreement. Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report. Directors During the year, Mr. Anil Gupta had resigned as Director w.e.f. August14, 2014, owing to personal reason to which he was finding it difficult to effectively discharge his duties as Director. Further, Mr Anil Gupta has been appointed by the Board of Directors as Additional Director of the Company w.e.f November 14,2014. He shall hold office up to the date of the ensuing AGM of the Company and, being eligible, offer himself for re-appointment. The Company has also received a notice in writing from a member proposing his candidature for the office of Director along with a deposit of Rupees one lakh. In Pursuant to Sections 149,152 and other applicable provisions, if any, of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Pramod Kumar Jain, Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company had on 25th March, 2015 appointed a Women Director Ms. Babita Agarwal as Additional Director in the category of Non-Executive independent Director. Ms. Babita Agarwal shall hold office up to the date of the ensuing AGM of the Company and, being eligible, offer herself for re-appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with a deposit of Rupees one lakh. She will not be subject to retirement by rotation, for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i.e. 25thMarch, 2015.

The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their share holding etc., are provided in the report on Corporate Governance forming part of the Annual Report.

In terms of Section 149(5) of the Companies Act, 2013 Shri Nemi Chandra Jain and Shri Amar Singh Rajput were appointed as Non-Executive Independent Directors of the Company within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years in the Annual General Meeting held on 26th September, 2014.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows: |

Name Designation

Mr. Ashok Kumar Jain Executive Chairman

Mr. Pramod Kumar Jain Imaging Director

Mr. Mahendra Kumar Jain Whole Time Director

Mr.AtharAliAbdi* Company Secretary

Mr. Brij Mohan Verma Chief Financial Officer

Ms.NidhiAgarwal* Company Secretary

- Ceased to be Company Secretary due to sudden demise on May 15, 2015 and Ms. Nidhi Agarwal was appointed as Company Secretary we.f May 30,2015. During the year, Mr. Mahendra Kumar Jain was re- appointed as Whole time Director of the Company we.f April 1, 2014. Mr. Brij Mohan Verma was appointed as Chief Financial Officer of the Company we.f May 30,2014.

Policy on Directors appointment and Policy on remuneration Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as 'Annexure2' respectively, which forms part of this report. Particulars of remuneration of Directors/ KMP/Employees There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure 3' which forms part of this report.

Number of Meetings of the Board During the Financial Year 2014-15, 5 (five) number of Board meetings were held. For details thereof kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, 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. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) -1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board The Independent Directors had met separately without the presence of Non-independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non- Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires The Directors expressed their satisfaction with the evaluation process Composition of Audit Committee As on 31st March, 2015, the Audit Committee of the Company comprises the following directors:

1. Mr. Nemi Chandra Jain -Chairman (Independent Director)

2. Mr. AmarSingh Rajput-Member (Independent Director)

3. Mr. Pramod Kumar Jain- Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors. Statutory Auditors and their Report The Auditors, M/sDoogar& Associates, Chartered Accountants, were appointed with your approval at the 27th AGM to hold such office till the conclusion of the 30th AGM. The Board, in terms of Section 139of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Doogar & Associates from the conclusion of the ensuing AGM till the conclusion of the 30th AGM. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of M/s. Doogar & Associates for the financial year2015-16.

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 self-explanatory. Secretarial Auditors Your Board, during the year, appointed M/s R & D Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2015. The Report of M/s. R&D Company Secretaries in terms of Section 204 of the Act is provided in the "Annexure 4' forming part of this Report. Directors 'Responsibility Statement Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors- Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) That they had 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;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility (CSR)

The Company does not come under the preview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility.

Internal Financial Controls with reference to the financial statements

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company's social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan. Vigil Mechanism Policy The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. Prevention of Sexual Harassment 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. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board. Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 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 arm's length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could b considered 'material' according to the policy of the Company on Materiality of Related Party Transactions. Your attention is drawn to the Related Party disclosures set out in Note no. 32 of the Financial Statements.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By order of the board

For Pee Cee Cosma Sope Ltd

Ashok Kumar Jain

DIN:00113133

Date:13.08.2015 Executive Chairman

Place:Agra Add: 120,

Jaipur House,

Agra-282 002, U.P.

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 27thAnnual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

(Amount in lacs) Particulars Financial Year ended 31st March, 2014 31st March, 2013

Total Income 7574.95 8212.93

Total Expenditure 7288.88 7843.06

Profit before tax 286.07 369.87

Provision Expenses :

i. Current Tax 97.00 127.00

ii. Tax related to earlier years 1.04 (0.75)

iii. Deferred Tax Liability 0.39 (0.27)

Profit after tax 187.65 243.97

Transfer to Reserve - -

Paid-up Share Capital 537.95 987.75

Reserves and Surplus 1108.35 996.22 (excluding revaluation reserve)

Earning per share 7.10 9.22

Year in Retrospect

During the year under review, total income of the Company was Rs. 7574.95 lac as against Rs. 8212.93 lac in the previous year. The Company was able to earn a profit after tax of Rs. 187.65 lac for the year as against a profit of Rs. 243.90 lac. Your Directors are putting in their best efforts to improve the performance of the Company.

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

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

Dividend

Your Directors have recommended a dividend of Rs. 1.20 per equity share (12%) for the financial year ended March 31, 2014, amounting to Rs.31.75 lac and dividend of Rs.12 per preference shares for the financial year ended March 31, 2014 amounting to Rs.32.80 lac. The aforesaid amount of dividend is exclusive of Dividend Tax amounting to Rs. 10.97 lac. The dividend on equity shares will be paid to members whose names appear in the Register of Members as on 22nd September 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend on preference shares will be paid to the members, whose names appear in the Register of Preference Shares as on 31st March, 2014.

Corporate Governance

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from Company Secretary in Practice on compliance of Clause 49 of the Listing Agreement. Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58AoftheCompaniesAct, 1956. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The company is using indigenous technology which is well established in the country and foreign technology/ know how was purchased. The company has not incurred any R & D expenditure during the year.

c. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in thenearfutureaswell.

d. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment rules, 2011, and hence no particulars are required to be disclosed in this Report.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, off er themselves for re-appointment at every Annual General Meeting. Consequently, Mr Ashok Kumar Jain, Director will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

After the last Annual General Meeting, Mr Anil Gupta resigned from the Board due to his pre-occupation. The Board takes this opportunity to place its gratitude for services rendered by him.

Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1.4.2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Shri Nemi Chandra Jain and Shri Amar Singh Rajput as Non- Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement. The Board of Directors in their meeting held on August 14, 2014 after consideration has recommended to reappoint all the aforesaid Directors as Non- Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years.

The term of appointment of Mr Mahendra Kumar Jain as Whole Time Director expired on 31st March, 2014. The Board of Directors in their meeting held on 11th February, 2014 re-appointed him for a fresh tenure of 3 years w.e.f.lst April, 2014.

Your Directors recommend their appointment /re- appointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

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

Auditors''Report

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

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

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

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

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

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

Stock Exchange Listing

The equity shares of the Company are listed on the BSE Ltd and U.P. Stock Exchange Ltd. The listing fee for the financial year 2014-15 has already been paid to the BSE Ltd and U.P. Stock Exchange Ltd. Acknowledgement

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

By order of the board For Pee Cee Cosma Sope Ltd

Ashok Kumar Jain Date:14th August, 2014 Executive Chairman Place:Agra DIN:00113133

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Mar 31, 2013

Dear Members

The Directors are pleased to present 26th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

(Amount in lacs)

Particulars Financia Year ended 31st March, 2013 31st March, 2012

Total Income 8,212.93 7,882.76

Total Expenditure 7,843.06 7,805.85

Profit before tax 369.87 76.91

Provision Expenses:

i. Current Tax 127.00 34.70

ii. Tax related to earlier years (0.75)

iii. Deferred Tax Liability (0.27) (0.89)

(13.66)

Profit after tax 243.90 56.76

Transfer to Reserve - -

Paid-up Share Capital 987.75 264.63

Reserves and Surplus (excluding revaluation reserve) 996.22 891.00

Earning per share 9.22 2.15



Year in Retrospect

During the year under review, total income of the Company was Rs. 8212.93 lac as against Rs. 7882.76 lac in the previous year. The Company was able to earn a profit after tax of Rs. 243.90 lac for the year as against a profit of Rs. 56.76 lac. Your Directors are putting in their best efforts to improve the performance of the Company.

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

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company31st March, 2013 and the date of this report except that the Company has redeem 2,53,093 12% Non-Cumulative Compulsorily Redeemable Preference Shares of Rs. 100 each aggregating Rs. 2,53,09,300 on 29th May, 2013. Accordingly the paid up capital of the company become Rs. 7,34,65,700.

Dividend

Your Directors have recommended a dividend of Rs. 1.20 per equity share (12%) for the financial year ended March 31, 2013, amounting to Rs.31.75 lac and dividend of Rs.12 per preference shares for the financial year ended March 31, 2013 amounting to Rs.86.78 lac. The aforesaid amount of dividend is exclusive of Dividend Tax amounting to Rs. 20.14 lac. The dividend on equity shares will be paid to members whose names appear in the Register of Members as on 21st September 2013; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend on preference shares will be paid to the members, whose names appear in the Register of Preference Shares as on 31 st March, 2013.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Certificate from Company Secretary in Practice on compliance of Clause 49 of the Listing Agreement.

Public Deposits

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

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

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in AnnexureA, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The company is using indigenous technology which is well established in the country and foreign technology/ know how was purchased. The company has not incurred any R&D expenditure during the year.

c. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

d. Foreign Exchange Earnings and Outgc.

There was no Foreign Exchange Earning and Outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment rules, 2011, and hence no particulars are required to be disclosed in this Report.

Directors

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

Auditors

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

Auditors'' Report

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

Directors'' Responsibility Statement

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

thereon, your Directors confirm that:

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

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

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

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

Stock Exchange Listing

The equity shares of the Company are listed on the BSE Ltd and U.P. Stock Exchange Ltd. The listing fee for the financial year 2013-14 has already been paid to the BSE Ltd and U.P. Stock Exchange Ltd.

Acknowledgement

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



FOR AND ON BEHALF OF THE BOARD

FOR PEE CEE COSMA SOPE LTD.



Ashok Kumar Jain

Executive Chairman

DIN : 00113133

PLACE: AGRA

DATED: 14TH AUGUST 2013

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Mar 31, 2010

The Directors are pleased to present 23rd Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2010.

Financial Highlights

(Amount in Rs. in Lacs)

Particulars Financial Year ended

31st March, 2010 31st March, 2009

Total Income 2899.11 3623.79

Total Expenditure 2688.63 3428.95

Profit before tax 210.48 194.84

Provision for tax 42.54 70.12

Profit after tax including income from extraordinary items 458.73 124.72

Transfer to Reserve 46.00 12.50

Paid-up Share Capital 120.00 120.00

Reserves and Surplus 995.66 577.86 (excluding revaluation reserve)

Dividend Per Share 2.50 2.50 (in Rs)

Year in Retrospect

During the year under review, total income of the Company was Rs. 2899.11 lac as against Rs. 3623.79 lac in the previous year. Decline in turnover is due to closure of of Rudrapur unit of the Company during the year. Profit for the year was Rs. 458.73 lac (last year Rs. 124.72 lac) which includes surplus of Rs. 290.79 lac from sale of land and building and other assets of Rudrapur unit. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes after the date of Balance Sheet

Subsequent to the date of the Balance Sheet, the Board approved merger of soap manufacturing and marketing business of the parent Company- Pee Cee Soap and Chemicals Pvt Ltd along with "Doctor" Brand in the Company- Pee Cee Cosma Sope Ltd.

Main objective of such restructuring is given blow:

Doctor Soap Group has been primarily engaged in manufacturing and marketing of washing soap and detergents for over 60 years. The Group has also diversified into real estate sector and over a period of time has accumulated an impressive portfolio of land bank and built up space. To achieve further growth and synergy in different business operations, it is proposed to consolidate the entire soap manufacturing and marketing business of the Group along with "Doctor" Brand in the Flagship Company- Pee Cee Cosma Sope Ltd. Further, real estate business is proposed to be demerged into 4 companies to achieve optimum economic size and to enable to enter into different partnerships in various real estate projects in future.

To achieve the aforesaid objectives, a Scheme of Arrangement is proposed for

(a) De-merger of Real Estate Business of Pee Cee Soap and Chemicals Pvt Ltd into Resultant Companies No. 1 to 4; and

(b) Amalgamation of Pee Cee Soap and Chemicals Pvt Ltd (with "Doctor" Brand, Soap Business and other residual business) with Pee Cee Cosma Sope Ltd.

The aforesaid Scheme of Arrangement is subject to the approval of the members of these Companies, approval of the concerned High Court(s) and other competent authorities, if any.

Dividend

Your Directors are pleased to recommend a Dividend of 25% (i.e., Rs 2.50 per share) on Equity share capital of the Company for the financial year ended on 31st March, 2010. The Dividend, if approved by you at the forthcoming Annual General Meeting will absorb Rs. 34.98 lacs.

Public Deposits

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

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

Conservation of Energy & Technology Absorption: Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure A, forming part of this report.

a. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

b. Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

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

Directors

After the last Annual General Meeting, none of the Directors were appointed or resigned from the Board.

Mr Anil Gupta and Mr Nemi Chand Jain retire by rotation and being eligible offers themselves for re-appointment. Directors recommend there re- appointment.

Auditors

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

Auditors Report

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

Secretarial Compliance Certificate

In terms of the provisions of section 383Aof the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s R&D, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors Responsibility Statement

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

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

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

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

Stock Exchange Listing

The Equity Shares of the Company are listed at the Mumbai Stock Exchange Limited, Mumbai and The Uttar Pradesh Stock Exchange Association Ltd, Kanpur. The Company has already paid listing fees for the financial year 2010-11 to these Stock Exchanges.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is not applicable to the Company during the financial year under review. However, the Company observes good corporate practices to enhance the stakeholders value.

Acknowledgment

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

FOR AND ON BEHALF OF THE BOARD

FOR PEE CEE COSMA SOPE LTD.

(A.K. JAIN)

Executive Chairman

PLACE: AGRA

DATED: 2ND DECEMBER, 2010