Your Directors have pleasure in presenting this 32nd Annual Report together withAudited Accounts of the Company for the financial year ended 31st March 2017.
The financial performance of the Company for the year ended 31st March 2017 issummarised below:
| || ||(Rs. in Lacs) |
|Particulars ||Year ended 31-03-2017 ||Year ended 31-03-2016 |
|Gross Income ||124404.51 ||104425.53 |
|Profit before Dep. & Tax and Extraordinary Item ||2678.59 ||2356.32 |
|Less : Depreciation ||523.60 ||478.04 |
|Less: Provision for Taxation including deferred tax ||672.27 ||595.42 |
|Less: Extraordinary Item ||270.73 ||- |
|Profit after tax ||1211.99 ||1282.86 |
|Add: Profits from Previous year ||5756.61 ||4804.19 |
|Profits available for appropriation ||6968.60 ||6087.04 |
|Less Appropriations || || |
|Proposed Dividend including tax ||- ||73.97 |
|Tax Adjustments ||58.54 ||6.45 |
|Transfer to General Reserves ||250.00 ||250.00 |
|Closing Balance ||6660.06 ||5756.61 |
Your Company has reported a turnover of Rs. 124404.51Lacs in the Current Financial Yearagainst the turnover of Rs. 104425.53 Lacs in the Previous Financial Year registering agrowth of 19.13%
The Company's profit before tax and Extraordinary Item is Rs. 2154.99 Lacs as comparedto profit before tax of Rs. 1878.28 Lacs of previous year registering a growth of 14.73%.
During the year 2016-17 your company sold 24100 Maruti Vehicles (including 452Vehicles under Direct Billing) as compared with 22554 Maruti Vehicles (including 1115Vehicles under Direct Billing) sold during the previous year.
Keeping in view the current economic scenario and the future fund requirements of theCompany your directors are pleased to recommend a final dividend of Rs.1.00 per EquityShare of Rs. 10/- each for the year ended 31st March 2017 which if approved byshareholders at the forthcoming Annual General Meeting will be paid to those shareholderswhose names appear on the Register of Members as on book closure dates.
TRANSFER TO RESERVES
An amount of Rs. 2.50 Crores has been transferred to the reserves.
During the year your Company has received following Awards & Recognition by MarutiSuzuki India Limited:
DELHI-NCR REGION MSDC Awards
1. PLATINUM-Award for Group
2. NEXA-Alpha for Nexa Wazirpur
RO AWARDS Delhi/NCR
1. Highest-Sales Through N2N Leasing S-Cross 2016-17
2. Highest MCP-Sale 2016-17
3. BEST- Performance in AMT-N1-A 2016-17
4. Highest Follow-up through i-pad
HIMACHAL PRADESH REGION MSDC Awards
1. Royal Platinum Award
2. Best E-Outlet Bilaspur
3. Maximum village coverage
4. Maximum Activation of NEXA Outlet
RO AWARDS MANDI
1. RM Award Group
2. Highest Growth in K-10
3. Highest Growth in Omni
4. Highest Exchange volume
5. Highest Exchange Growth
6. Highest POC Growth
7. Highest Penetration Improvement
RO AWARDS HAMIRPUR
1. Highest Seat Cover Penetration
2. Highest Market Share in (C) Segment
3. Highest Market Share in (B) Segment
4. Highest Change in % Coverage of villages
DIRECTORS AND KEY MANAGERIAL PERSONS
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of the Companies Act2013 and Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred as the Listing Regulations). TheBoard is also of the opinion that the Independent Directors fulfills all the conditionsspecified in the Companies Act 2013 & Listing Regulations making them eligible to actas Independent Directors.
In terms of appointment of Mrs. Kavita Ahuja and as required under Companies Act2013 Mrs. Kavita Ahuja shall retire by rotation and being eligible and longest in theoffice she offers herself for re-appointment. The Board recommends her re-appointment.
During the year Mr. Vijay Kumar Sharma has resigned from the post of Chief FinancialOfficer and Mr. Badri Nath was appointment as Chief Financial Officer of the Companyw.e.f. November 04 2016.
Apart from above there was no change in Key Managerial Personnel of the Company.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors. Based upon the Policyfor performance evaluation of Independent Directors Board Committees and otherindividual Directors a process of evaluation was followed by the Board for its ownperformance and that of its Committees and individual Directors.
CODE OF CONDUCT
All Directors Key Managerial Personnel and Senior Management of the Company haveconfirmed the Compliance with the Code of Conduct applicable to the Directors andemployees of the Company.
The Chairman and Managing Director have given a declaration that the members of theBoard of Directors and Senior Management Personnel have affirmed compliance with the Code.The Code of Conduct is available on the Company's website www.competent-maruti.com.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance withprovisions of the Companies Act 2013 and the Listing Regulations in the preparation ofthe annual accounts for the year ended on March 31 2017 and state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit for the year ended on that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities.
d) The Directors had prepared the annual accounts on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors has devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
Your Company reaffirms its commitment to good Corporate Governance practices. Pursuantto the Listing Regulations Corporate Governance Report and Auditors Certificate regardingcompliance of conditions of Corporate Governance are enclosed as Annexure A & B andform an integral part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Management Discussion and Analysis as required under the ListingRegulations is enclosed as Annexure C and forms an integral part of this report.
The Audit Committee comprises of Mr. R. C. Murada Chairman; Mr. Rohit Gogia and Mrs.Kavita Ahuja as members. All the recommendations made by the Audit Committee were acceptedby the Board.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee comprises of Mr. R. C. Murada as Chairman and Mr. Rohit Gogia andMrs. Kavita Ahuja as members of the Committee. The CSR policy may be accessed on theCompany's website: www.competent-maruti.com and is attached as Annexure D and formsthe part of this Report of the Directors.
During the year the CSR has been implemented by the Company. The Company has madecontribution to Development on Communication Arts & Culture Science Economic andEducation Centre (D-CACUS-EDUCATION CENTRE) a Registered Society under Manipur SocietiesRegistration Act 1989. The total contribution made to the implementing agency is Rs.3400000/- (Rupees Thirty Four Lacs only). Annual Report on CSR is enclosed herewith as AnnexureE.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations. Protected Disclosures by a whistle blower should beaddressed to the MD at the Registered Office of the Company. The MD shall submit a reportabout all PD cases annually to the Audit Committee of the Company. The Policy on vigilmechanism and whistle blower policy may be accessed on the Company's website:www.competent-maruti.com
NOMINATION AND REMUNERATION COMMITTEE
The Committee is comprised of Mr. R. C. Murada as Chairman and Mr. Rohit Gogia and Mr.S. L. Tandon as members of the Committee. The Policy of Nomination and Remuneration isavailable on Company's website www.competent-maruti. com and is enclosed as Annexure F.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee shall consider and resolve the grievances ofsecurity holders of the company.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure G tothis Report.
MEETINGS OF THE BOARD
Twelve meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance of this Annual Report.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES
The Company has not given any loan nor made any investment to other body corporates orgiven any guarantees or provided any security in connection with a loan to any other bodycorporate or person during the yerar under review.
INVESTOR EDUCATION AND PROTECTION FUND
In compliance with provisions of Section 124 of Companies Act 2013 the Company hastransferred Rs.101318/- to IEPF being unpaid and unclaimed dividend for the FY 2008-09.
LISTING FEE OF SHARES
Your Company's Equity Shares are listed with BSE Limited (BSE) and Listing Fee for thefinancial year 2017-18 has been paid in advance by the Company.
As per section 139 of the Companies Act 2013 read with Rules made thereunder theStatutory Auditors of the Company M/s. Dinesh Mehta & Co. (FRN 000220N) CharteredAccountants New Delhi shall hold office till the conclusion of the ensuing AnnualGeneral Meeting of the Company.
Upon recommendation of Audit Committee the Board of Directors subject to approval ofmembers in ensuing Annual General Meeting had appointed M/s Ambani & Associates LLPChartered Accountants (FRN 016923N) as Statutory Auditor of the Company for a term of 5yrs. and that their appointment shall be subject to ratification by members in everyAnnual General Meeting. The Company has received their written consent and a certificatethat they satisfy the criteria as provided under Section 141 of the Act and that theappointment if made shall be in accordance with the applicable provisions of the Act andrules framed thereunder.
The Audit Committee and the Board of Directors recommends the appointment of M/s Ambani& Associates LLP (FRN 016923N) Chartered Accountants as the Statutory Auditors of theCompany in relation to the financial year 2017 -18 till the conclusion of the 37th AnnualGeneral Meeting subject to ratification by members in every Annual General Meeting.
The observations made by the Auditors in their Report are self-explanatory and do notcall for any further comments.
The Board has appointed M/s FI FI Agarwal & Co. Practicing Company SecretariesFirm to conduct Secretarial Audit for the financial year 2016-17. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed herewith marked as AnnexureH to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013
Since your Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy research &development and technology absorption as prescribed under Section 134(3)(m) of theCompanies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2013 arenot applicable.
The foreign exchange earnings and expenditure of the Company during the year underreview were Nil and Rs. 20.54 Lacs respectively as compared to Rs. Nil and Rs. 20.83 lacsin the previous year respectively.
The prescribed particulars of employees required under section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure I and forms the part of this Reportof the Directors.
Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. As per the provisions ofSection 136 of the Act the Report and Accounts are being sent to the shareholders of theCompany and others entitled thereto excluding the statement on particulars of employees.The Copies of said Statements are available at the Registered Office of the Company duringworking hours before 21 days of the Annual General Meeting. Any members interested inobtaining such details may write to the Secretarial Department at the Registered Office ofthe Company.
The Company has not accepted any deposit from Public and shareholders.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of the financial year of the company and dateof the report.
INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
Further the Board has risk management plan in place and the board reviews the same oncontinuous basis.
DETAILS OF SUBSIDIARIES AND THEIR PERFORMANCE
The company has no subsidiary associate or joint venture company as defined underCompanies Act 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website :www.competent-maruti.com
Your Directors draw attention of the members to Note no. 32 & 39 to the financialstatement which sets out related party disclosures.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with requirements ofThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Anti-Sexual Harassment Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17
- No. of complaints received : 0
- No. of complaints disposed : 0
The Board wishes to place on record its appreciation to the contribution made by theemployees of the Company during the year under review. Your Directors thank the customersclients vendors and other business associates for their continued support in theCompany's growth. The Directors also wish to thank the Government Authorities BanksFinancial Institutions and Shareholders for their cooperation and assistance extended tothe Company.
| ||For and on behalf of the Board |
| ||For Competent Automobiles Co. Limited |
|Place: New Delhi ||Raj Chopra |
|Date: 26th June 2017 ||Chairman & Managing Director |
| ||DIN - 00036705 |