Your Directors have pleasure in presenting this 31st Annual Report together withAudited Accounts of the Company for the financial year ended 31st March 2016.
The financial performance of the Company for the year ended 31st March 2016 issummarised below:
(Rs. in Lacs)
|Particulars ||Year ended 31-03-2016 ||Year ended 31-03-2015 |
|Gross Income ||104425.53 ||92564.34 |
|Profit before Dep. & Tax ||2356.76 ||2240.81 |
|Less : Depreciation ||478.04 ||630.07 |
|Less :Provision for Taxation including deferred tax ||595.43 ||449.82 |
|Profit after tax ||1282.85 ||1160.92 |
|Add: Profits from Previous year ||4804.19 ||3972.59 |
|Profits available for appropriation ||6087.04 ||5133.50 |
|Less Appropriations || || |
|Proposed Dividend including tax ||73.97 ||73.75 |
|Tax Adjustments ||6.45 ||5.56 |
|Transfer to General Reserves ||250.00 ||250.00 |
|Closing Balance ||5756.61 ||4804.19 |
Your Company has reported a turnover of Rs. 104425.53 Lacs in the Current FinancialYear against the turnover of Rs. 92564.34 Lacs in the Previous Financial Year registeringa growth of 12.81%
The Companys profit before tax (PBT) is Rs. 1878.28 Lacs as compared to profitbefore tax of Rs. 1610.73 Lacs of previous year registering a growth of 16.61%.
During the year 2015-16 your company sold 22554 Maruti Vehicles (including 1115Vehicles under Direct Billing) as compared with 20066 Maruti Vehicles (including 847Vehicles 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 2016 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:
|1. Platinum Dealer Award for Himachal Pradesh ||2. Gold Dealer Award for Delhi / NCR Region |
|3. Best DGS & D Sales Award for Delhi / NCR Region ||4. Alpha Dealer Award for NEXA-Delhi Region |
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 Mr. K. K. Mehta as required under Companies Act 2013 Mr.K. K. Mehta shall retire by rotation being longest in the office and being eligible heoffers himself for re-appointment. The Board recommends his re-appointment.
The Board upon recommendation of Nomination and Remuneration Committee hadre-appointed Mrs. Kavita Ahuja Whole - Time Director w.e.f. November 01 2015 subject tothe approval of members in forthcoming general meeting. The Board recommends herre-appointment.
There is no change in Key Managerial Personnels of the Company.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the independent directors and executive directors. Based upon the Policy forperformance evaluation of Independent Directors Board Committees and other individualDirectors a process of evaluation was followed by the Board for its own performance andthat 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 Companys 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 2016 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 Regulation 34 of the Listing Regulations Corporate Governance Report and AuditorsCertificate regarding compliance of conditions of Corporate Governance are enclosed asAnnexure A & B and form 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 theCompanys 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 Himalayan Institute Hospital Trust. The total contribution made to theimplementing agency is Rs. 2900000/- (Rupees Twenty Nine Lacs only). Annual Report onCSR is enclosed herewith as Annexure E.
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 Companys 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 Companys website www.competent-maruti. com and is enclosed as AnnexureF.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee shall consider and resolve the grievancesof security holders of the company.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure G to thisReport.
MEETINGS OF THE BOARD
Eleven 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
During the year the Company has invested Rs. 22.25 Crores (Rupees Twenty Two CroresTwenty Five Lacs only) in equity shares of Raj Chopra & Company Private Limited. Theshares having face value of Rs. 10/- each were issued at a premium of Rs. 30/- each.
The Company has not given any loan to other body corporates or given any guarantees orprovided any security in connection with a loan to any other body corporate or person.
INVESTOR EDUCATION AND PROTECTION FUND
In compliance with provisions of Section 124 of Companies Act 2013 the Company hastransferred Rs.73403/- to IEPF being unpaid and unclaimed dividend for the FY 2007-08.
LISTING FEE OF SHARES
Your Companys Equity Shares are listed with BSE Limited (BSE) and Listing Fee forthe financial year 2016-17 has been paid in advance by the Company.
The Statutory Auditors of the Company M/s Dinesh Mehta & Co. (FRN 000220N)Chartered Accountants New Delhi hold office till the conclusion of the ensuing AnnualGeneral Meeting of the Company and being eligible offer themselves for re-appointment.The Company has received their written consent and a certificate that they satisfy thecriteria provided under Section 141 of the Act and that the appointment if made shall bein accordance with the applicable provisions of the Act and rules framed thereunder. TheAudit Committee and the Board of Directors recommends the re-appointment of M/s DineshMehta & Co. (FRN 000220N) Chartered Accountants as the Statutory Auditors of theCompany in relation to the financial year 2016 -17 till the conclusion of the next AnnualGeneral Meeting. The re-appointment proposed is within the time frame for transition underthe third provision to sub-section (2) of Section 139 of the Companies Act 2013.
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 2015-16. The Secretarial AuditReport for the financial year ended March 31 2016 is annexed herewith marked as AnnexureH to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
INFORMATION PURSUANT TO SECTIONS 134 & 197 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. 20.83 Lacs respectively as compared to Rs. Nil and Rs. 9.83 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 Report of theDirectors.
During the year there was no employee drawing remuneration in excess of Rs.6000000/- p.a. or Rs. 500000/- p.m. Accordingly information required to be givenpursuant to the provisions of Section 134(3)(q) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hasnot been given here.
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 we the ordinary course of business and on an arms lengthbasis. During the year the Company had not entered into contract / arrangement /transaction with related parties which could be considered material in accordance with thep 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 Board may be accessed on the Companys website at thelink: www.competent-maruti.com
Your Directors draw attention of the members to Note no. 32 & 34 to the financialstatement which sets out related p 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 Harassmei Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Anti-Sexual Harassment Committee has b set up to redress complaints received regardingsexual harassment. All employees (permanent contractual tempo trainees) are coveredunder this policy.
The Following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.
- No. of complaints received : 2
- No. of complaints disposed : 2
The Board wishes to place on record its appreciation to the contribution made by theemployees of the Comp during the year under review. Your Directors thank the customersclients vendors and other business associate their continued support in theCompanys growth. The Directors also wish to thank the Government Authorities BeFinancial Institutions and Shareholders for their cooperation and assistance extended tothe Company.
| ||For and on behalf of the Board |
| ||For Competent Automobiles Co. Limited |
| ||RAJ CHOPRA |
| ||Chairman & Managing Director |
|Place: New Delhi ||DIN - 00036705 |
|Date: 30th May 2016 || |