To,
The Members of Indo Cotspin Limited
Your Directors have pleasure in presenting the 31st Directors' Report on the Business and
Operations of the Company together with the Audited Financial Statements and the Auditors' Report for the financial
year ended
31st March, 2025.
1. Financial Performance:
(In INR)
| Particulars |
Financial Year |
Financial Year |
|
2024-2025 |
2023-2024 |
| Revenue from Operations |
2493.82 |
1662.49 |
| Other Income |
34.60 |
0.99 |
| Total Revenue |
2528.42 |
1663.48 |
| Cost of material Consumed |
1195.00 |
1212.60 |
| Purchase of Stock-in-Trade |
936.16 |
71.28 |
| Change in Inventories of finished goods, stock-in |
16.62 |
32.87 |
| trade and work in progress |
|
|
| Employee Benefit Expenses |
49.70 |
44.63 |
| Finance Cost |
0.58 |
0.74 |
| Depreciation and Amortization Expenses |
55.55 |
81.20 |
| Other Expenses |
218.73 |
213.84 |
| Total Expenses |
2472.34 |
1657.16 |
| Profit/ (loss) before tax |
56.08 |
6.32 |
| Current Tax |
14.67 |
5.57 |
| Deferred Tax |
1.36 |
(5.89) |
| Profit for the year |
40.05 |
6.64 |
| Other Comprehensive Income |
- |
- |
| Total Comprehensive Income/(Loss) for the year |
- |
- |
| Earning Per Share (Basic) |
0.58 |
0.02 |
| Earning Per Share (Diluted) |
0.58 |
0.02 |
2. (A) State of Company affairs and review of operations:
During the year under review, total revenue of the Company was Rs. 252,842,882.03 as
against Rs. 16,63,48,484.84 in the previous year. The Company was able to earn a
profit after tax of Rs. 4,005,309.54 in the current financial year as against a profit of
Rs. 6,64,413.52 in the financial year 2023-24. Your Directors are putting in their best
efforts to improve the performance of the Company.
(B) Change in the nature of business:
There was no Changes in the nature of business of the Company during the current
financial year.
(C) Share Capital
During the year under review, the Authorized Share Capital of the Company is INR
10,00,00,000 (Indian Rupees Ten Crores Only) divided into 1,00,00,000 (1 Crores) Equity
Shares of INR 10/- each
Further, the Paid-up Share Capital of the Company is INR 7,14,08,500 (Indian Rupees
Seven Crore Fourteen Lakhs Eight Thousand Five Hundred Only) divided into 71,40,850
(Seventy-One Lakh Forty Thousand Eight Hundred Fifty) Equity Shares of INR 10/- each.
3. Deposits:
During the period under review, your Company has not accepted any deposits, falling
within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.
4. Dividend:
The Board of Directors has not recommended any dividend for the financial year ended on
31st March, 2025. Since, the Board has considered it financially prudent in the long-term
interest of the Company to re- invest the profits into the business of the Company to
build a strong reserve base and to grow the business of the Company.
5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
(IEPF):
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
6. Amounts, if any, which it proposes to carry to any Reserves:
The Board of Directors have not proposed to transfer any amount to General Reserves of
the Company.
7. Revision of Financial Statement, if any:
There is no revision in the Financial Statement for the Financial Year 2024-2025.
8. Directors & Key Managerial Personnel:
Board of Directors
| DIN No / |
Name of Director |
Designation |
Date of |
Date of |
| PAN |
|
|
Appointment/ |
Resignation |
|
|
|
Reappointment |
|
| 00456189 |
Raj Pal Aggarwal |
Whole Time Director |
08/02/1995 |
NA |
| 00456219 |
Bal Kishan |
Managing Director |
01/10/2015 |
NA |
|
Aggarwal |
|
|
|
| 00456309 |
Arpan Aggarwal |
Whole Time Director |
30/05/2020 |
NA |
| 03073407 |
Sanil Aggarwal |
Whole Time Director |
24/07/2021 |
NA |
| 08390196 |
Shubham Singla |
Independent Director |
25/03/2019 |
NA |
| 08392797 |
Shally Aggarwal |
Women Independent |
25/03/2019 |
NA |
|
|
Director |
|
|
Key Managerial Personnel
In terms of Section 203 of the Act, the following were designated as director or/and
Key Managerial Personnel of your Company by the Board during the year:
Mr. Divya Kapoor- Company Secretary and Compliance Officer* Mr. Vijay Pal- Chief
Financial Officer
Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall
have at least one-Woman Director on the Board of the Company. The Company has appointed
Ms. Shally Aggarwal, as a Woman Director on the Board of the Company.
9. Number of Meetings of the Board of Directors
During the Financial Year under review, 09 (Nine) meetings of the Board of Directors
were held. The dates on which the said meetings were held:
1. 13th May, 2024;
2. 12th July, 2024;
3. 30th July, 2024;
4. 7th August, 2024;
5. 10th September, 2024;
6. 16th September, 2024;
7. 25th October, 2024;
8. 28th January, 2025;
9. 29th March, 2025;
The intervening gap between the Meetings was within the period prescribed under the
SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
| S. No. Name of Director |
Designation |
No. of Board |
No. of |
No. of |
|
|
Meeting |
Meetings |
Meeting in |
|
|
eligible to |
attended |
which absent |
|
|
attend |
|
|
| 1 Raj Pal Aggarwal |
Whole time |
9 |
9 |
0 |
|
Director |
|
|
|
| 2 Bal Kishan Aggarwal |
Managing |
9 |
9 |
0 |
|
Director |
|
|
|
| 3 Arpan Aggarwal |
Whole time |
9 |
9 |
0 |
|
Director |
|
|
|
| 4 Sanil Aggarwal |
Whole time |
9 |
9 |
0 |
|
Director |
|
|
|
| 5 Shubham Singla |
Independent |
9 |
9 |
0 |
|
Director |
|
|
|
| 6 Shally Aggarwal |
Women |
9 |
9 |
0 |
|
Independent |
|
|
|
|
Director |
|
|
|
10. Separate Meeting of Independent Directors.
Independent Directors of the Company held their Separate meeting under Regulation 25(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule
IV of Companies Act, 2013 on Thursday, 6th March, 2025 at the registered
office of the Company at Delhi Mile Stone, G.T. Road, 78 K.M, Nh-44, Village Jhattipur,
Post Box No.3 Post Office. Samalkha, Panipat, Haryana, 132103, to evaluate the
performances.
11. Material Changes and Commitments affecting Financial Position of the Company
During the period under review, there were no material changes occurred affecting the
financial position of the company.
12. Particulars of Loans, Guarantees or Investments made U/S 186 of the Companies Act,
2013:
The particulars of loans, guarantees and investment wherever required, have been
disclosed in the financial statement, which also form part of this report.
13. Internal Financial Control Systems and their adequacy: -
According to Section 134(5) (e) of the Companies Act, 2013, the term
“Internal Financial
Control (IFC)” means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to the company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial information. The
company has a well-placed, proper and adequate Internal Financial Control System which
ensures that all the assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. To further strengthen the internal control
process, the company has developed the very comprehensive compliance management tool to
drill down the responsibility of the compliance from the top management to executive
level.
The compliance relating to Internal Financial controls have been duly certified by the
statutory auditors.
14. Corporate Social Responsibility (CSR):-
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand
Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social
Responsibility are not applicable on the Company and Company has not developed and
implemented any Corporate Social Responsibility Initiatives as provisions of Section
135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014.
15. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And
Outgo:-
The particulars as prescribed under Sub-section (3) (m) of Section 134 of the companies
act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at
“Annexure I”.
16. Declaration by an Independent Director(s) and Re-Appointment, if any:-
All Independent Directors of the Company have given declaration to the Company under
Section 149(7) read with Schedule IV of the Companies Act, 2013, that they meet the
criteria of independence as provided in the Sub-section 6 of Section 149 of the Act and
also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In
the opinion of the Board, the Independent Directors of the Company possess necessary
expertise, integrity and experience.
None of the Independent Director on the Board of the Company serve as an Independent
Director in more than seven (7) Listed Companies nor holds the position of Whole time
Director in any Listed Company. Independent Directors of the Company have been appointed
in accordance with the applicable provisions of the Companies Act, 2013 (“Act”) read with relevant
rules.
17.Board Evaluation:-
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations 2015 (“SEBI Listing Regulations”).
The performance of the board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, considering the views of executive directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees and individual directors
was also discussed. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.
18. Ratio of Remuneration to each Director: -
The information required under section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of your company is set out in Annexure-II to this Report.
19. Committees of the Board and other Committees: -
Currently, the Board has following committees: -
Audit Committee;
Nomination & Remuneration Committee;
Stakeholder Relationship Committee:
Audit Committees:
The Audit Committee of the Company is constituted/re-constituted in line with the
provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit
Committee comprises of majority of the Independent Directors. All the members of the
Committee have experience in financial matters. The Audit Committee is constituted in line
to monitor and provide effective supervision of the management's financial reporting
process, to ensure accurate and timely disclosures, with the highest level of
transparency, integrity, and quality of Financial Reporting. The details of the
composition of the committee are set out in the following table:-
| S.No. |
Name |
Status |
Designation |
| 1. |
Mr. Shubham Singla |
Independent Director |
Chairman |
| 2. |
Ms. Shally Aggarwal |
Independent Director |
Member |
| 3. |
Mr. Rajpal Aggarwal |
Executive Director |
Member |
| During the Year under review 04 (Four)
meetings of the Audit Committee were convened and held. The dates |
| on which the said meetings were held: |
| 1. 13th May, 2024 |
| 2. 12th July, 2024 |
| 3. 25th October, 2024 |
| 4. 28th January, 2025 |
| S.No. Name of the Members |
Designation |
No. of Audit Committee |
|
|
Meetings attended |
|
|
during the year |
| 1. Mr. Shubham Singla |
Chairman and Independent |
4 |
|
Director |
|
| 2. Ms. Shally Aggarwal |
Member and Independent |
4 |
|
Director |
|
| 3. Mr. Rajpal Aggarwal |
Member and Executive |
4 |
|
Director |
|
During the year, all recommendations of the audit committee were approved by the Board
of Directors.
Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted/reconstituted
in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee recommends the appointment of Directors and remuneration of such
Directors. The level and structure of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the Company, as per the Remuneration Policy,
is also overseen by this Committee.
Our Company has constituted a nomination and remuneration committee ("Nomination
and Remuneration Committee"). The details of the composition of the Committee are set
out in the following table:
| S. No. Name |
Status |
Designation |
| 1. Mr. Shubham Singla |
Independent Director |
Chairman |
| 2. Ms. Shally Aggarwal |
Independent Director |
Member |
| 3. Mr. Rajpal Aggarwal |
Executive Director |
Member |
During the Financial Year under review 02 (Two) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said meetings were
held:
1. 30th July, 2024 2. 7th August, 2024
| S.No. Name of the Members |
Designation |
No. of Nomination and Remuneration Committee Meetings
attended during |
|
|
|
|
the year |
| 1. Mr. Shubham Singla |
Chairman |
and Independent |
2 |
|
Director |
|
|
| 2. Ms. Shally Aggarwal |
Member |
and Independent |
2 |
|
Director |
|
|
| 3. Mr. Rajpal Aggarwal |
Member |
and Executive |
2 |
|
Director |
|
|
Stakeholder Relationship Committee:
In compliance with the requirements of the Corporate Governance under the Listing
Agreement with the Stock Exchange and the provisions of section 178 of the Companies Act,
2013, the Company has constituted an
“
Stakeholders Relationship Committee” to specifically look
into shareholder issues including share transfer, transmission, re-materialization, issue
of duplicate share certificates and redressing of shareholder complaints like non-receipt
of balance sheet, other related activities in physical mode besides taking note of
beneficial owner position under demat mode, declared dividend etc.
Composition of Committee:
| S.No. Name |
Status |
Designation |
| 1. Ms. Shally Aggarwal |
Independent Director |
Chairman |
| 2. Mr. Shubham Singla |
Independent Director |
Member |
| 3. Mr. Rajpal Aggarwal |
Executive Director |
Member |
During the Financial Year under review 02 (Two) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said meetings were
held:
1. 20th September, 2024 2. 3rd February, 2025
| S.No. Name of the Members |
Designation |
No. |
of |
Nomination |
and |
|
|
Remuneration |
Committee |
|
|
Meetings |
attended |
during |
|
|
the year |
|
|
| 1. Ms. Shally Aggarwal |
Chairman and Independent |
2 |
|
|
|
|
Director |
|
|
|
|
| 2. Mr. Shubham Singla |
Member and Non-Executive |
2 |
|
|
|
|
Director |
|
|
|
|
| 3. Mr. Rajpal Aggarwal |
Member and Executive Director |
2 |
|
|
|
20. Policy on Directors
' Appointment and Remuneration and other details:-
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment,
Remuneration and determine Directors' Independence of Directors which inter-alia requires that
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature
for the appointment as Director.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at
www.indocotspin.com.
21. Risk Management: -
Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed
and implement the Risk Management Policy for the Company including identification therein
of elements of risk, if any, which in the opinion of the Board may threaten the existence
of the Company. These are discussed at the meeting of the Audit Committee and the Board of
Directors of the Company.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
22. Particulars of Contracts or Arrangements made with Related Parties:-
During the year under review, the Company has entered into related party transactions
falling under sub section (1) of Section 188 of the Companies Act, 2013. Form for
disclosure of particulars of contracts/arrangements as required under clause (h) of
sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is provided in the Board Report in the form AOC- 2 as “ANNEXURE - III”.
23. No Frauds reported by Statutory Auditors: -
During the Financial Year 2024-25, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
24. Subsidiaries, Joint Ventures and Associate Companies: -
During the year under review, the Company does not have any Subsidiary, Joint Venture
or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013
relating to preparation of consolidated financial statements are not applicable.
25. Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation
22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the
Company has formulated Whistle Blower Policy for vigil mechanism of Directors and
employees to report to the management about the unethical behavior, fraud or violation of
Company's code
of conduct. The mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for direct access the
chairman of the Audit Committee in exceptional cases. The policy of vigil mechanism is
available on the
Company's
website at www.indocotspin.com.
26.Details of significant and material orders passed by the Regulators or Courts or
Tribunals impacting going concern status and Company's Operations in future: -
During the period under review, no material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in future.
27. Directors' Responsibility Statement: -
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
(a) That in the preparation of the annual accounts for the financial year ended 31st
March, 2025 the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit or loss of the company for the year review;
a. That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(c) That the directors had prepared the annual accounts for the financial year ended
31st March, 2025 on a going concern basis;
(d) That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
(e) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
28.Auditors & Auditors' Report: -
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter,
M/s Dinesh Kumar Goel & Co., Chartered Accountants, were appointed as statutory
auditors of the Company till the Annual General Meeting (AGM) to be held in the year 2026.
Cost Auditor
Since the Company is engaged in the providing Textile Manufacturing Activities and
rendering of such services are not covered under the Notifications dated 31st December
2014 issued by the Central Government to amend the Companies (Cost Records and Audit)
Rules, 2014, no Cost Auditor has been appointed by the Company.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records
and Audit) Rules, 2014, maintenance of cost records and appointment of Cost Auditors are
not applicable on your Company. and requirement of cost audit is not applicable.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors appointed M/s. Vikas Verma & Associates, Company Secretaries, having its
registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi 110001 as
Secretarial Auditor for the year 2024-2025. The Report of the
Secretarial Audit is annexed herewith as “Annexure IV” The said Secretarial Audit Report does not contain any
qualification, reservations, adverse remarks and disclaimer.
Internal Auditor
Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule
13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the act,
the Board of Directors appointed M/s R.S. Gahlyan & Associates., Chartered Accountants
(FRN: 018972N) as an Internal Auditor of the Company from the financial year 2022-2023 to
2025-26 in Board Meeting held on 02nd May, 2023.
29.Listing of Securities: -
The Company is listed on the BSE Limited and is regular in paying the annual listing
fee to the stock exchange.
30. Secretarial Standards: -
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
31.Extract of Annual Return: -
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company www.indocotspin.com.
32. Familiarization Programmes:-
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Company's website
www.indocotspin.com.
33.Management Discussion and Analysis Report:-
The Management's Discussion and Analysis Report for the year under review, as stipulated under
regulation
34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure V”.
34.Corporate Governance:-
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, compliance with the Corporate Governance provisions as specified in
regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46
and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity
Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on
the last day of the previous financial year. The Company is covered under the exception
given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, therefore Company is not required to comply with the said provisions.
However, as per the Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Corporate Governance Report is annexed to the Board's Report As “Annexure-VI”.
35.Code of Conduct: -
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
36.Information required under Sexual Harassment of Women at work place (Prevention,
Prohibition & Redressal) Act, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment.
During the financial year under review, the Company has not received any complaints of
sexual harassment from any of the women employees of the Company.
37.Statement on other Compliances
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act. b.Issue of equity
shares with differential voting rights as to dividend, voting or otherwise; c. Issue of
shares (including sweat equity shares) to employees of the Company. d.Neither the Managing
Director nor any of the Whole-time Directors of the Company receive any remuneration or
commission.
38.Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August
13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100
listed entities. In view of the requirements specified, the company is not mandated for
the providing the BRR and hence do not form part of this Report.
39.Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016
As there is no application made or pending under Insolvency and Bankruptcy Code, 2016,
so there is no requirement to give details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
40.Details of one-time settlement
During the period under review There has been no one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions.
41.Code of conduct for prevention of Insider Trading
Your Company's
Code of Conduct for Prevention of Insider Trading covers all the Directors, senior
management personnel, persons forming part of promoter(s)/ promoter group(s) and such
other designated employees of the Company, who are expected to have across to unpublished
price sensitive information about the company. The Directors, their relatives, senior
management personnel, persons forming part of promoter(s)/ promoter group(s), designed
employees etc. are restricted in purchasing, selling and dealing in the shares of the
Company while in possession of unpublished price sensitive information about the company
as well as during the closure of trading window.
The Board of Directors has approved and adopted the Code of Conduct to Regulate,
Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading)
Regulation, 2015 and the same can be accessed on the website of the Company
www.indocotspin.com.
42.Proceedings pending under the insolvency and bankruptcy code,2016:
There was no application made or proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
43.Difference in valuation:
The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the 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 is not applicable.
44.Maternity benefit:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
45.Acknowledgements
The Directors wish to convey their appreciation to all of the Company's employees for their
contribution towards the Company's performance. The Directors would also like to thank the
shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all
other business associates for their continuous support to the Company and their confidence
in its management.
Date: 31.07.2025 For & on behalf of the Board Place: Panipat Indo Cotspin Limited
Sd/- Sd/- Rajpal Aggarwal Bal Kishan Aggarwal Whole Time Director Managing Director
DIN: 00456189 DIN: 00456219
“
Annexure I”
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134 (3) (m) read with Rule 8(3) of Companies (Accounts) Rules,
2014]
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(A) Conservation of Energy
| (i) The steps taken or impact on conservation of energy; |
NA |
| (ii) The steps taken by the company for utilizing
alternate sources of energy; |
NA |
| (iii) The capital investment on energy conservation
equipments. |
NA |
(B) Technology absorption
| (i) The efforts made towards technology absorption; |
No new technology has been |
|
adopted during the Year under |
|
review |
| (ii) The benefits derived like product improvement, cost |
NA |
| reduction, product development or import substitution; |
|
| (iii) In case of imported technology (imported during the |
NA |
| last three years reckoned from the beginning of the |
|
| financial year)- |
|
| (a) The details of technology imported; |
NA |
| (b) The year of import; |
NA |
| (c) Whether the technology been fully absorbed; |
NA |
| (d) If not fully absorbed, areas where absorption has not |
NA |
| taken place, and the reasons thereof; and |
|
| (iv) The expenditure incurred on Research and |
NA |
| Development. |
|
(C) Foreign exchange earnings and Outgo-
| (i) The Foreign Exchange earned in the terms of actual
inflows during the year; |
Nil |
| 2024-25 |
|
| (ii) Foreign Exchange outgo during the year in terms of
actual outflow. 2024-25 |
$55,165.00 |
Date: 31.07.2025 For & on behalf of the Board Place: Panipat Indo Cotspin Limited
Sd/- Sd/-Rajpal Aggarwal Bal Kishan Aggarwal Whole Time Director Managing Director DIN:
00456189 DIN: 00456219
“
Annexure II”
Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013
and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
A. Ratio of remuneration of each Director to the median remuneration of Managing
director and Whole-time directors of Your Company for the financial year 2024-25 is as
follows:
| Name of the Directors |
Total Remuneration (INR) |
Ratio |
of |
Remuneration |
of |
|
|
director |
to |
the |
Median |
|
|
Remuneration |
|
|
| Mr Bal Kishan Aggarwal |
8,10,000 |
1:1 |
|
|
|
|
| Mr Raj Pal Aggarwal |
8,10,000 |
1:1 |
|
|
|
|
| Mr. Arpan Aggarwal |
8,10,000 |
1:1 |
|
|
|
|
| Mr. Sanil Aggarwal |
8,10,000 |
1:1 |
|
|
|
|
B. Details of percentage increase in the remuneration of each Director and CFO &
Company Secretary in the financial year 2024-25 are as follows:
| Name of the Directors |
Designation |
Remuneration** (INR) |
Increase |
|
|
2024-25 |
2023-24 |
Percentage |
| Mr Bal Kishan Aggarwal |
Managing Director |
8,10,000 |
8,40,000 |
NA |
| Mr Raj Pal Aggarwal |
Whole time Director |
8,10,000 |
8,40,000 |
NA |
| Mr. Arpan Aggarwal |
Whole time Director |
8,10,000 |
6,60,000 |
22.72% |
| Mr. Sanil Aggarwal |
Whole time Director |
8,10,000 |
6,60,000 |
22.72% |
| Mr. Shally Aggarwal |
Women & Independent- |
Nil |
8,000 |
NA |
|
Director |
|
|
|
| Mr. Shubham Singla |
Independent- Director |
Nil |
8,000 |
NA |
| Mr. Vijay Pal |
Chief Financial Officer |
1,80,000 |
1,80,000 |
NA |
| Mr. Divya Kapoor |
Company Secretary |
1,80,000 |
1,80,000 |
NA |
*Includes sitting fees paid to the non-executive Independent Directors.
C. Percentage increase in the median remuneration of all employees in the financial
year 2024-25
|
2024-25 |
2023-24 |
Increase (%) |
| Median remuneration of |
8,10,000 |
6,60,000 |
22.72% |
| all employees per annum |
|
|
|
D. Number of permanent employees on the rolls of the Company as on 31 March, 2025:
| S No Category |
No. of Employees |
| 1 Executive Manager Cadre |
4 |
| 2 Staff |
2 |
| 3 Other lower level employees |
8 |
| Total |
14 |
E. Comparison of average percentage increase in salary of employees other than the key
managerial personnel and the percentage increase in the key managerial remuneration:
|
|
|
2024-25 |
2023-24 |
Increase (%) |
| Average salary of all Employees |
109026 |
22500 |
79.36 |
| (other than |
Key |
Managerial |
|
|
|
| Personnel) |
|
|
|
|
|
| Salary of MD & CEO |
810000 |
840000 |
NA |
| Salary of CFO & CS |
360000 |
360000 |
NA |
The increase in remuneration of employees other than the managerial personnel is in
line with the increase in remuneration of managerial personnel.
F. Affirmation:
It is hereby affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and senior management is as per the Remuneration Policy of your Company.
G. Variable Pay Compensation
The variable pay of executive officers, including the Chief Executive Officer and
Managing Director, is based on clearly laid out criteria and measures, which are linked to
the desired performance and business objectives of the organization. The criteria for
variable pay, which is paid out quarterly/annually, includes financial parameters like
revenue, profit achievement, operating margin achievement and other strategic goals as
decided by the Board, from time to time.
“
ANNEXURE-III” FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014
Form for Disclosure of particulars of contracts/ arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arm's length transaction under third proviso thereto
1. Details of contracts or arrangements or transactions not at Arm's length
basis.
| S No Particulars |
Details |
| 1 Name (s) of the related party & nature of
relationship |
|
| 2 Nature of contracts/ arrangements/ transaction |
|
| 3 Duration of the contracts/ arrangements/
transaction |
|
| 4 Salient terms of the contracts or arrangements or
transaction |
|
| including the value, if any |
|
|
NA |
| 5 Justification for entering into such contracts or |
|
| arrangements or transactions' |
|
| 6 Date of approval by the Board |
|
| 7 Amount paid as advances, if any |
|
| 8 Date on which the special resolution was passed
in General meeting |
|
| as required under first proviso to section 188 |
|
2. Details of contracts or arrangements or transactions at Arm's length basis.
| S No Particulars |
Details |
| 1 Name (s) of the related party & nature of
relationship |
|
| 2 Nature of contracts/ arrangements/ transaction |
|
| 3 Duration of the contracts/ arrangements/
transaction |
|
|
NA |
| 4 Salient terms of the contracts or arrangements or
transaction |
|
| including the value, if any |
|
| 6 Date of approval by the Board |
|
| 7 Amount paid as advances, if any |
|
Date: 31.07.2025 For & on behalf of the Board Place: Panipat Indo Cotspin Limited
Sd/- Sd/-Rajpal Aggarwal Bal Kishan Aggarwal Whole Time Director Managing Director DIN:
00456189 DIN: 00456219