THE MEMBERS
COSMO FERRITES LTD.
The Directors have pleasure in presenting the Annual Report on the business and
operations of the company along with Audited Balance Sheet and Profit & Loss A/c for
the year ended 31st March 2023.
1. SUMMARY FINANCIAL RESULTS
The Financial Results of the company for the year ended 31st March, 2023,
were as follows:
|
|
(Rs. in Lacs |
Particulars |
Year Ended 31st March 2023 |
Year Ended 31st March 2022 |
Net Sa les |
10731 |
11384 |
Other Income |
261 |
174 |
Profit before Interest, Depreciation and Tax |
1255 |
2948 |
Finance Cost |
550 |
407 |
Depreciation |
390 |
392 |
Exceptional Item |
- |
(253) |
Profit before Tax |
315 |
1897 |
Provision for Taxation |
|
|
- Current Tax |
85 |
28 |
- Earlier year Taxes |
(5) |
- |
- Deferred Tax |
(7) |
446 |
Profit After Tax |
242 |
1423 |
Extraordinary Item |
- |
- |
Profit after Tax Including Extraordinary Item |
242 |
1423 |
2. REVIEW OF OPERATIONS
For the year ending 31st March 2023 sales decreased to Rs 10,731 Lacs
as compared to Rs. 11,384 Lacs for previous year.
Profit after tax for the year is Rs. 242 lacs as compared to Rs. 1,423 Lacs in
the previous year.
3. DIVIDEND
In order to conserve the resources of the Company and to plough back the profits for
growth, the Board of Directors of the Company have decided not to recommend any dividend
on the equity shares of the Company for the financial year ended March 31,2023.
4. RESERVE
The Company has not transferred any amount to reserve during the year.
5. SHARE CAPITAL
During the year under review, there was no change in the Company's issued, subscribed
and paid-up equity share capital. On 31st March, 2023, it stood at Rs. 12.03 Cr
divided into 1,20,30,000 equity shares of Rs. 10/- each.
6. RESEARCH & DEVELOPMENT
Continuous efforts on Research & Development activities are being made to expand
the domestic and export markets.
7. CORPORATE GOVERNANCE
Company is committed to maintaining the best standards of Corporate Governance and has
always tried to build the maximum trust with shareholders, employees, customers, suppliers
and other stakeholders.
A separate section on Corporate Governance forming part of the Directors' Report and
the certificate from the Practicing Company Secretary confirming compliance of the
Corporate Governance norms as stipulated in the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is included in the Annual Report in Annexure - A.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to regulations 34 of the Listing Regulations, Management's Discussion and
Analysis Report for the year is presented in a separate section forming part of the Annual
Report.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, safeguarding of its
assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. The Internal Financial control is supplemented by an extensive program of
internal audit conducted by in house trained personnel and external firm of Chartered
Accountants appointed on recommendation of the Audit Committee and the Board. The audit
observations and corrective action, if any, taken thereon are periodically reviewed by the
Audit committee to ensure effectiveness of the Internal Financial Control System. The
internal financial control is designed to ensure that the financial and other records are
reliable for preparing financial statements and other data, and for maintaining
accountability of persons.
10. INTERNAL CONTROLS SYSTEMS
The Internal Control systems are routinely tested and certified by Statutory as well as
Internal Auditors and cover all key areas of business. Independence of the internal audit
and compliance is ensured by direct reporting to the Audit Committee of the Board.
A CEO and CFO Certificate, forming part of the Corporate Governance Report, further
confirms the existence and effectiveness of internal controls and reiterates their
responsibilities to report deficiencies to the Audit Committee and rectify the same.
11. DIVERSITY OF BOARD
The Company sees increasing diversity at the Board level as an essential element in
supporting the attainment of its strategic objectives and its sustainable development. In
particular, a diverse Board, among others, will enhance the quality of decisions by
utilizing different skills, qualifications and professional experience for achieving
sustainable and balanced development.
12. DIRECTORS
(a) Chairman
Mr. Ambrish Jaipuria is the Chairman of the Board.
(b) Re-appointment and Appointment
Mr. Pankaj Poddar; Mr. Neeraj Kumar Sharma and Ms. Himalyani Gupta were appointed as
Additional
Directors by the Board on May 12, 2022 and approved as the Directors of the Company by
the shareholders in their meeting held on June 30, 2022.
In terms of Articles of Association of the Company and provisions of the Companies Act,
2013, Mr. Pankaj Poddar (DIN: 02815660) Non Independent Non-Executive Director of the
Company, is liable to retire by rotation at the ensuing AGM and being eligible, offered
himself for re-appointment. The Board recommends his re-appointment to the members in the
ensuing AGM.
(c) Status of Directors
Mr. Ambrish Jaipuria is the Managing Director of the Company. Mr. Pankaj Poddar is
NonIndependent and Non-Executive Director. Mr. R.K. Gupta, Mr. Neeraj Kumar Sharma and Ms.
Himalyani Gupta are the Independent Directors of the Company.
(d) Declaration from Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed both under
subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
(e) Cessation of Directors
During the year, Ms. Abha Jaipuria and Mr. Kulbhushan Malik, Directors were ceased to
hold office. Further, Mr. Janardhan Pralhadrao Gupta, took early retirement from the
office of Directors of the Company with effect from 23rd May, 2023.
During the year under review, except as stated above there was no change in the
Directors of the Company.
13. STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that all the Independent
Directors of the Company appointed during the year possesses integrity, relevant expertise
and experience required to best serve the interest of the Company. The Independent
Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014.
14. KEY MANAGERIAL PERSONNEL'S
Mr. Ambrish Jaipuria, Managing Director, Mr. Sanjiv Jindal, Chief Financial Officer and
Mr. Rahul Das, Company Secretary are the Key Managerial Personnel of the Company in
accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, Mr. Aditya Sharma has resigned from the post of Company Secretary and
Compliance Officer of the Company from January 31, 2023 and Mr. Rahul Das has been
appointed as the Company Secretary and Compliance Officer of the Company with effect from
February 09, 2023.
During the year under review, except as stated above, there was no change in the KMPs
of the Company.
15. FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to him,
which inter- alia explains the role, function, duties and responsibilities expected of him
as a Director of the Company. The Director is also explained in detail the Compliance
required from him under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 and other relevant regulations and affirmation taken with
respect to the same.
Management does one to one discussion with the newly appointed Director to familiarize
him with the Company's operations. Further the Company has put in place a system to
familiarize the Independent Directors about the Company, its products, business and the
on-going events relating to the Company.
The details of the familiarisation programme may be accessed on the Company's website
(www.cosmoferrites.com).
16. EVALUATION OF BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of
the Board was carried out during the year under review. More details on the same are given
in the Corporate Governance Report.
17. MEETINGS
During the year Six (6) Board Meetings and Five (5) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under Companies Act,
2013.
Details of the composition of the Board and its Committees and of the Meetings held,
the attendance of the Directors at such meetings and other relevant details are provided
in Corporate Governance Report.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
19. DEPOSITS
The Company has not accepted deposit from the public within the ambit of Section 73 of
the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO
The details of energy conservation, technology absorption and foreign exchange earnings
and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule
8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - C to
this report.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy without fear of reprisal. The policy may be accessed on the
Company's website.
22. REMUNERATION POLICY
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, in consultation with its Nomination & Remuneration Committee,
has formulated a framework containing, inter-alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and Individual Directors, including
Independent Directors.
Members can download the complete remuneration policy on the Company's website
(www.cosmoferrites.com).
Disclosure of details of payment of remuneration to Managerial Personnel under Schedule
V Part II, Section II (A) forms part of this Corporate Governance Report.
23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
In terms of provisions of the Companies Act, 2013 read with the Rules issued there
under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
Board has adopted a formal mechanism for evaluating the performance of its Board,
Committees and individual Directors, including the chairman of the Board. Further, a
structured performance evaluation exercise was carried out based on criteria such as:
Board/Committees composition;
Structure and responsibilities thereof;
Ethics and Compliance;
Effectiveness of Board processes;
Participation and contribution by members;
Information and functioning;
Specific Competency and Professional Experience /Expertise;
Business Commitment & Organizational Leadership;
Board/Committee culture and dynamics; and
Degree of fulfilment of key responsibilities, etc.
The performance of Board, Committees thereof,
Chairman, Executive and Non-Executive Directors and individual Directors is evaluated
by the Board/ Separate meeting of Independent Directors. The results of such evaluation
are presented to the Board of Directors.
24. RELATED PARTY TRANSACTIONS
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and
arrangements with related parties under Section 188(1) of the Act, entered into by the
Company during the financial year, were in the ordinary course of business and on an arm's
length basis. The details of the related party transactions as required under Accounting
Standard-18 are set out in Note 39 to the financial statements forming part of this Annual
Report.
During the year, there were no transactions with related parties which qualify as
material transactions under SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) of
the Companies Act, 2013 is Not Applicable.
The Company has developed a Policy for Consideration and Approval of Related Party
Transactions which can be accessed on Company's website (www.cosmoferrites.com).
25. ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company at the link: https://
www.cosmoferrites.com/investor-relations/shareholder- information.
26. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
During the financial year 2022-23, the Company has spent Rs. 25.00 lakhs towards CSR
expenditure, in terms of the CSR annual action plan approved by the Board of Directors.
The CSR initiatives of the Company were under the thrust area of health & hygiene.
The Board confirms that the implementation and monitoring of the CSR Policy was done in
compliance with the CSR objectives and Policy of the Company. The Company's CSR Policy
statement and annual report on the CSR activities undertaken during the financial year
ended 31st March, 2023, in accordance with the Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is
set out in Annexure (E) to this Report.
27. RISK MANAGEMENT
Every organization is exposed to a number of risks that it needs to effectively
identify, manage and mitigate. Company has a process in place to identify key risks across
the organisation and relevant action plans to mitigate these risks. The Audit Committee
has been entrusted with the responsibility to assist the Board members about the risk
assessment and its minimization procedures.
There are no risks which in the opinion of the Board threaten the existence of your
Company. However, some of the risks which may pose challenges are set out in the
Management Discussion and Analysis which forms part of this Report.
28. AUDITORS
Statutory Audit:
M/s. Suresh Kumar Mittal & Co., Chartered Accountants, were re-appointed as
Statutory Auditors of the Company in 36th AGM (held on 30 June, 2022) to hold
office for a period of 5 years until the conclusion of 40th AGM.
There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors. Further, the notes to accounts referred to in the Auditor's Report are
selfexplanatory. During the year, the Auditor had not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.
Secretarial Audit:
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s
DMK Associates", a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company.
The Secretarial Auditors have submitted their report, confirming compliance by the
Company of all the provisions of the applicable corporate laws. The Secretarial Audit
Report annexed as Annexure-B.
Cost Auditor:
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s
Ravi Sahni & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the
Company for the Financial Year 202324 at a remuneration of Rs. 1,65,000/- plus taxes as
applicable and reimbursement of out-of-pocket expenses. As required under the Companies
Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost
Auditor forms part of the Notice convening the Annual General Meeting.
In terms of the Section 148 of the Companies Act, 2013 ('the Act') read with Rule 8 of
the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are
made and maintained by the Company as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013.
During the year, the Auditor had not reported any matter under section 143 (12) of the
Act, therefore no detail is required to be disclosed under section 134(3)(ca) of the Act.
29. AUDITORS' REMARKS
The Auditors' remarks on the annual accounts are selfexplanatory and do not require
further comments from the Company.
30. CHANGE IN NATURE OF BUSINESS, IF ANY
No change in the nature of the business of the Company done during the year under
review.
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments which have occurred subsequent to the
close of the financial year of the Company to which the balance sheet relates and the date
of the report that may affect the financial position of the Company.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
33. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year FY
2022-2023, to the Bombay Stock Exchange where the Company's equity shares are listed.
34. PROMOTION OF WOMEN'S WELL BEING AT WORKPLACE
Cosmo Ferrites has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the said
act. There have been no complaints of sexual harassment received during the year.
35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is also enclosed as Annexure D to this Report.
The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their
other particulars also form part of this report. However, the report and the accounts are
being sent to the members excluding the aforesaid annexure. In terms of Sectio n 136 of
the Act, the said an nexu re is open for inspection at the Registered Office of the
Company. Any shareholder interested in obtaining a copy of the same may write to the
Company Secretary.
36. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134 (5) of the Companies Act, 2013, the
Board of Directors, to the best of knowledge and belief and according to the information
and explanations obtained by them, hereby confirm that:
(i) In the preparation of the annual accounts, applicable accounting standards have
been followed along with proper explanation relating to material departures.
(ii) Accounting policies selected were applied consistently. Reasonable and prudent
judgments and estimates are made so as to give a true and fair view of the state of
affairs of the Company as of 31st March, 2023 and of the profits of the Company
for the year ended on that date.
(iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
(iv) The annual accounts of the Company have been prepared on a going concern basis.
(v) Proper Internal Financial Controls were in place and that the Financial Controls
were adequate and were operating effectively.
(vi) Systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
37. SECRETARIAL STANDARDS
During the year 2022-2023, the Company has complied with applicable Secretarial
Standards issued by the Institute of the Company Secretaries of India.
38. OTHER DISCLOSURES
During the year, there were no transaction requiring disclosure or reporting in respect
of matters relating to:
(a) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and
(b) instance of one-time settlement with any bank or financial institution.
39. ACKNOWLDGEMENT
Your Directors would also like to extend their gratitude for the co-operation received
from financial institutions, the Government of India, and regulatory authorities. The
board places on record its appreciation for the continued support received from customers,
vendors, retailers, and business partners, which is indispensable in the smooth
functioning of Company. Your Directors also take this opportunity to thank all investors
and shareholders, and the stock exchange, for their continued support. Your Directors
place on record their deep appreciation to employees at all levels for their hard work,
dedication, and commitment. Their contribution to the success of this organization is
immensely valuable.
For and on behalf of the Board of Directors |
|
New Delhi |
Ambrish Jaipuria |
24th May, 2023 |
Chairman |