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You can view full text of the latest Director's Report for the company.

BSE: 543928ISIN: INE0ORA01015INDUSTRY: Engineering - Heavy

BSE   ` 892.10   Open: 925.00   Today's Range 885.00
950.00
-32.90 ( -3.69 %) Prev Close: 925.00 52 Week Range 181.00
1157.15
Year End :2023-03 

The Directors have pleasure in presenting their 2nd Annual Report on the business and operations of the Company together with the Audited Financial Statement for the Financial Year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS (STANDALONE):

During the year under review, your company has been able to make a satisfactory performance; a brief break up of the same is given as under:

(Rs. in Lakhs)

Particulars

Year ended 31st March 2023

Year ended 31st March 2022

Total Revenue

12149.31

-

Profit before Finance Cost, Tax, Depreciation/Amortization

1214.07

(15.76)

Less: Finance Cost

(259.76)

-

Profit before Tax, Depreciation/Amortization

954.31

(15.76)

Less: Depreciation

(86.34)

(0.01)

Net Profit before Taxation

867.97

(15.77)

Less: Deferred Tax

(31.78)

(3.97)

Less: Current Tax

(195.00)

-

Profit/(Loss) after tax

641.19

(11.80)

Provision for proposed dividend

   

Dividend Tax

-

-

Transfer to General Reserves

-

-

2.    PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company has earned a Profit of ' 6,41,19,609/- during the current financial year (Previous Year Loss 11,79,863/-). Other financial details can be ascertained from the Audited Financial Statement.

3.    DIVIDEND:

The Board has not recommended any Dividend for the Financial Year 2022-2023 with a view to improving liquidity to meet part of working capital requirement of the Company.

4.    TRANSFER TO RESERVES:

During the financial year, there was no amount proposed to be transferred to the Reserves.

5.    CHANGES IN SHARE CAPITAL

There has been a change in Capital Structure during the year under review. A break up of the same is given as under:

Type of Shares

Authorised Share Capital

Paid-up Share Capital

As at

31.03.2023

As at

31.03.2022

As at

31.03.2023

As at

31.03.2022

Equity Shares

15,00,00,000

5,00,00,000

5,10,00,000

3,95,70,000

Preference Shares

5,00,00,000

5,00,00,000

4,90,00,000

4,90,00,000

6.    INITIAL PUBLIC OFFERING BY YOUR COMPANY:

We are pleased to share that we are in the process of filing Draft Red Herring Prospectus with BSE SME for the proposed Initial Public Offer (IPO) of upto ' 60.00 crores. The issue price in the proposed Initial Public Offer (IPO) will be decided through Book Building process. It is expected that the Initial Public Offer (IPO) will be completed and listing of shares will happen by end of June 2023.

7.    ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2022-23, the Company has increased its authorised capital from ' 10 Crores to ' 20 Crores consisting of 1,50,00,000 Equity Shares of ' 10/- each and 50,00,000 Preference Shares of ' 10/- each and consequently altered its capital clauses in the Memorandum of Association. There was no amendment in the Article of Association of the Company during the year under review.

8.    CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company acquired the running Cold Rolled Forming Business along with Land, Shed, Building, Plant & Machinery at Singur, District -Hooghly, West Bengal which got registered and transferred in the name of the company with effect from 7th September 2022. The company is engaged in the business of running a Cold Rolled Forming (CRF) manufacturing of Railway Components, Sheet Piles and Structures. There has been no change in the Nature of Business of the Company during the reported financial year.

9.    DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board comprise of:

1.

Mr. Aditya Vikram Birla

Managing Director

06613927

2.

Mrs. Purvi Birla

Whole-time Director

02488423

3.

Mr Pawan Kumar Tibrewalla

Non-Executive Director

01056704

4.

Mr. Binod Kumar Khaitan

Independent Director

01713323

5.

Mr. Ram Pada Mandal

Chief Financial Officer

Key Managerial Personnel

6.

Mrs. Anita Kumari Gupta

Company Secretary

Key Managerial Personnel

The following changes have been effected in the composition of the Board of Directors and Key Managerial Personnel during the Financial Year under review:

Mr. Aditya Vikram Birla (DIN: 06613927) was appointed as the Additional Director of the Company with effect from 14th July, 2022. Subsequently he was reappointed as the Managing Director of the Company with effect from 1st December, 2022.

Ms. Disha Tibrewalla (DIN: 07906728), Director of the Company resigned from the office with effect from 14th July, 2022.

Mrs. Purvi Birla (DIN: 02488423) was appointed as the Whole Time Director of the Company with effect from 23rd December, 2022.

Ms. Dipika Sahu (PAN: DFCPS8040J), was appointed as Company Secretary of the Company with effect from 7th October, 2022 and resigned from the office with effect from 31st January, 2023.

Mr. Milan Ghosh (DIN: 00914454), Director of the Company resigned from the office with effect from 2nd December, 2022.

Mr. Ram Pada Mandal (PAN: ADOPM0556A) was appointed as the Chief Financial Officer of the Company with effect from 2nd January, 2023.

Mrs. Anita Kumari Gupta (PAN: BANPG6539E) was appointed as the Company Secretary of the Company with effect from 1st February, 2023.

Mr. Ram Sankar Bagchi (DIN: 09535146), Director of the Company resigned from the office with effect from 25th February, 2023.

10.    DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director has, at the first meeting of the Board and also at the first meeting of the Board after his appointment in the financial year 2022-2023, given a declaration as required under Section 149(6) of the Companies Act, 2013 that he meets the criteria of Independence.

11.    BOARD MEETINGS:

The Board of Directors met 23 times during the financial year under review on 31.03.2023. The maximum time gap between any two board meetings was less than 120 days as stipulated under the Companies Act, 2013.

Name of Directors

Number of Meetings attended

Mr. Pawan Kumar Tibrewalla

23

Mr. Binod Kumar Khaitan

9

Mr. Aditya Vikram Birla (Appointed on 14.07.2022)

16

Mrs. Purvi Birla (Appointed on 02.12.2022)

4

Ms. Disha Tibrewalla (ceased on 14.07.2022)

6

Mr. Milan Ghosh (ceased on 02.12.2022)

3

Mr. Ram Sankar Bagchi (ceased on 25.02.2023)

10

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Conservation of Energy:

•    Steps Taken Or Impact On Conservation Of Energy-

The power consumption of the Company as a percentage of the total turnover comes to negligible percent. The efforts of the company are aimed to minimize energy consumption in spite of the rapid increase in operations of the company.

•    Steps taken for utilising alternate sources of energy-

As the energy consumption to total turnover is very minimal, use of alternate source of energy is presently not required. During the year, the company reported a rise in renewal energy use and reduction in specific energy consumption (vs production).

Capital investment on energy conservation equipment-

As the energy consumption to total turnover is very minimal, investment in Energy Conservation Equipment is presently not required.

Particulars with respect to Technology Absorption:

•    Efforts made-

The Company has always been aware of the latest technological developments and adapted them to make products more cost effective and to attain high levels of quality.

•    Benefits derived-

The benefits derived by the Company for such adaptation have been evident in reducing cost, improving packaging, upgrading existing products and developing new products. Thus, it helped the Company to satisfy consumer needs and business requirements.

•    Imported technology-

Technology imported: None

Year of import: Not applicable

Has technology been fully absorbed : Not applicable

•    Research & development-

The Company is planning to have R&D unit in near future currently there is no expenditure were incurred by the company on the same.

Further there was no foreign exchange inflow or outflow during the year under review.

13.    ANNUAL RETURN

The Annual Return of the company is available on the website of the Company at the link www.cosmiccrf. com.

14.    AUDITORS & AUDITORS REPORT:

M/s. G A R V & Associates, Chartered Accountants (FRN No.301094E), the Statutory Auditors of the company, will hold office till the conclusion of the Annual General Meeting for the Financial Year 2026-2027 for a term of five consecutive Years.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There is no qualification, reservation, adverse remark or disclaimer by the auditors in their report.

15.    REPORTING OF FRAUD BY AUDITORS:

There were no instances of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

16.    INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place, an adequate system of Internal Controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities location and various business operation.

17.    SECRETARIAL AUDIT REPORT:

The provisions relating to submission of Secretarial Audit Report is not applicable to the Company for the period under review.

18.    MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The provisions of Section 148(1) relating to Maintenance of Cost Records is not applicable to the Company during the period under review.

19.    VIGIL MECHANISM:

The Provision of Section 177 (9) of the Companies Act, 2013 for disclosure related to vigil mechanism policy is not applicable to the Company during the period under review.

20.    PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide a good work environment which ensures that every women employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment invites serious disciplinary action.

The Directors states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21.    AUDIT COMMITTEE AS REQUIRED UNDER SECTION 177(8) OF THE COMPANIES ACT, 2013:

The provisions of Section 177 of the Companies Act, 2013 for disclosure related to Audit Committee is not applicable to the Company during the period under review.

22.    PUBLIC DEPOSITS:

The Company has not accepted any public deposits covered under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

23.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 186 of the Companies Act, 2013.

24.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements, if any, entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 has been disclosed in the notes to financial statements of the Company.

25.    RELATED PARTY TRANSACTIONS:

Since all Related Party Transaction entered into by your company were in the ordinary course of business and also on an arm's length basis, therefore details required to be provided in the prescribed Form AOC -2 is not applicable to the company. Necessary disclosures required under the Accounting Standard 18 have been made in the Notes to the Financial Statements for the year ended March, 31,2023.

26.    INTERNAL FINANCIAL CONTROL:

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

27.    STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Your Company feels that the elements of risk threatening the Company's existence are very minimal, and as such no separate Risk management policy is required.

28.    DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility are not applicable during the year under review .Your Company will developed and implemented Corporate Social Responsibility initiatives near future.

29.    DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors, as referred to in clause 134(3) (c) of the Companies Act, 2013, state that—

(a)    in the preparation of the annual accounts, the applicable accounting standards had been followed in the preparation of the Annual accounts for the year ended 31st March, 2023 along with proper explanation relating to material departures;

(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 at the end of the financial year 31st March, 2023 and of the profit and loss of the company for that period;

(c)    the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d)    the annual accounts for the year ended 31st March, 2023 have been prepared on a going concern basis;

(e)    the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30.    DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

As on March 31,2023, your Company does not have any Subsidiary, Joint Ventures and Associate Companies.

31.    PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32.    SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE:

No significant and material orders passed by any regulatory Authority or courts or tribunals impacting the going concern status of the Company and company's operation in future.

33.    MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no such material changes 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.

34.    COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is not applicable to the Company during the period under review.

35.    STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

36.    COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

37.    DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38.    DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

39.    HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Company's approach to its people.

40.    ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the support received from the Government Departments, Banks, Stakeholders and all others with whose help, cooperation and hard work the Company is able to achieve the results.