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Coventry Coil-O-Matic (Haryana) Ltd.

BSE: 523415 Sector: Auto
NSE: N.A. ISIN Code: INE964D01013
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VOLUME 500
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P/E
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Buy Price 3.39
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OPEN 3.23
CLOSE 3.39
VOLUME 500
52-Week high 6.46
52-Week low 2.20
P/E
Mkt Cap.(Rs cr) 2
Buy Price 3.39
Buy Qty 3600.00
Sell Price 0.00
Sell Qty 0.00

Coventry Coil-O-Matic (Haryana) Ltd. (COVENTRYCOIL) - Director Report

Company director report

Your Directors have pleasure in presenting the 29th Annual Report togetherwith the audited accounts and the 1 Reports of the Auditors for the year enddd31st March 2017.

OPERATIONSAND FINANCIAL RESULTS:

The financial working results for the year are as under: -

(Rs. In lakhs)

Particulars For the year ended 31st March 2017 For the year ended 31st March 2016
Net Turnover „ 4741.45 4978.24
Other Income 9.08 42.83
lncrease/(Decrease) in Stock (0.93) 136.04
TOTAL 4749.60 5157.11
Profit before Interest Depreciation & Taxes (102.97) . (174.73).
Profit before Tax (140.48) (222.49)
Less: Provision for Tax (including deferred tax) - -
Profit after Tax (140.48) (222.49)
Balance from Balance Sheet (1046.70) (824.21)
Balance carried to Balance Sheet (1187.18) (1046.70)

Although there was a marginally decrease in the Turnover of your Company for thefinancial year 2016-17 but still the Company performed well during the year"it wasextremely stressful due to increase in Labour costs coupled with increase in Legal fees.Added to this were huge Volume & Cash Discounts given to Customers for increasing itssales for now and also for the future.

The Net Sales of the Company decreased by about 4.75% amounting to Rs. 4741.45 lakhsfor the 2016-17 but despite the increase in input costs the Company could manage to keepthe expenditure at Rs. 4891.02 and thereby improving the Operating Loss (before InterestDepreciation and Taxes) of Rs. 102.97 lakhs as against an Operating Loss (PBIDT)of Rs.174.73 lakhs during 2015-16 improving it by 41.07%. The Net Loss (PAT) was at Rs.(140.48) lakhs compared with the Net Loss (PAT) of Rs. (222.49) lakhs for the previousyear resulting thereby an increase of 36.86% increase over the last year.

DIRECTORS'

In terms of Article 136 of the Articles of Association of the Company Ms Smriti Bafna Director will retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment.

a. Retirement by rotation

Pursuant to Section 149152 and other applicable provisions if any of the CompaniesAct 2013 one third of such of the Directors as are liable to retire by rotation shallretire every year at the and if eligible .offer themselves for re - appointment at everyAnnual General Meeting. Consequently Ms. Srryiti Bafna Director will retire by rotationat the ensuing Annual General Meeting and being eligible offers herself for reappointmentin accordance with the provisions of Companies Act 2013.

Your Directors recommend their appointment/reappointment at the ensuing Annual Generalmeeting. .

b. Changes in Directors and Kev Managerial Personnel

During the year there was no change in the Directors and Key Managerial Personnel ofthe Company.

c. Declaration by an Independent Director(s) and re-appointment-

The Company has received declarations from all the Independent Directors of the Companyconfirming

that they meet with the criteria of independence as prescribed under sub section (7) ofSection 149 of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. '

d. Formal Annual Evaluation

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandates that the Board shall monitor and review the Board evaluation framework. Theframework includes the evaluation of Directors on various parameters such as

• Board Dynamics and relationships

• Information flows

• Decision making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and Committees effectiveness

• Peer evaluation

The Companies Act 2013 states that a formal evaluation needs to be made by the Boardof its own performance and that of its committees. Schedule IV of the Companies Act 2013states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated .

The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process is being explained inCorporate Governance report. The Board approved the evaluation results as collated by theNomination & Remuneration Committees.

Independent Directors

The Company is having two Independent Directors namely Mr. Arun Mittal and Mr. AtulKumar Chaturvedi. As per the provisions of section 149(4) the Company is required to haveone third of Directors as Independent Director and the Company is having two Directors asIndependent Director out of Four Directors. Moreover as the paid up Share Capital of theCompany is Rs. 45080000 and its net worth is less than Rs. 25 crores and the regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable to the Company. The Office of Independent Director is not liable to retire byrotation.

Auditor and Auditors Report

Statutory Auditors Messrs Singhi & Co. Chartered Accountants (Firm RegistrationNo. 302049E) were appointed as Statutory Auditors of the Company in the 26'hAnnual General Meeting of the Company to hold office for three consecutive years subjectto ratification at every Annual General Meeting and whose tenures is . liable to expire atforthcoming Annual General Meeting. Accordingly your Company is required to appoint newStatutory Auditors in place of Messrs Singhi & Co. at the ensuing Annual GeneralMeeting. Your Directors pursuant to recommendation of Audit Committee recommend theappointment of Messrs Jitendra Agarwal & Associates Chartered Accountants (FirmRegistration No. 318086E) as new Statutory Auditors of CCHL fora term of 5 (five)consecutive years from conclusion of forthcoming Annual General Meeting till theconclusion of 34th Annual General Meeting subject to ratification by Membersat every Annual General Meeting. Your Company has received consent from Messrs JitendraAgarwal & Associates Chartered Accountants (Firm Registration No. 318086E) for theirappointment as the Statutory Auditors of the Company and confirmation regardingeligibility under Section 139 and 141 of the Companies Act 2013 read with Companies(Accounts) Rules 2014. As required under Regulation 33 of the Listing Regulations theAuditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

The observations of Auditors in the Auditors Report Management Reply to theseObservations are explained in Annexure A to the Directors' Report

Change in the nature of business

During the year under review there has been no change in the nature of business of theCompany. Further no material changes and commitments have occurred between the end of thefinancial' year and the date of the report affecting the financial position of theCompany.

Subsidiaries and Associates Companies

The Company is not having any subsidiary or Associate Companies. Accordingly aStatement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures as Pursuant to first proviso to sub-section (3) of section 129read with rule 5 of Companies (Accounts) Rules 2014 is not applicable. Pursuant toSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") theCompany has formulated a policy for determining material subsidiaries.

Management Discussion and Analysis

A separate chapter on Management Discussion and Analysis forms part of this AnnualReport.

Dividend

In order to conserve the resources of the Company your Directors do not recommend anydividend for the year 2016-17.

Reserves

The Company has transferred the current year losses to the General Reserves of theCompany.

Public Deposits

During the year 2016-17 your Company has not accepted any deposits within the meaningof Sections 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding as ondate of the Balance Sheet.

Consolidated Financial Statements

As the Company is not having any Subsidiary or Associate Companies the consolidationof Financial Statement is not required. -

Corporate Governance -

The report on Corporate Governance as prescribed under Regulation 34 of ListingRegulations is not required as per provisions of regulation 15(2) of SEBI (ListingObligations and disclosure Requirements) Regulations 2015. . '

Industrial Relations

During the financial year under review industrial relations in the Company continuedto be cordial and peaceful. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureB" to this Report. •

Particulars of Loans Guarantees or Investments

During the year the Company has not given any loans made any investments and given anyguarantees under 186 of the Companies Act 2013 and also did not provide any securitiesfor the purpose of loans or guarantees to any other Company.

Meetings of the Board and its Committees

Four meetings of the Board of Directors were held during the year as per details ashereunder:

Date of Board Meeting Strength of Board Nos. of Directors present
30.05.2016 Three Directors Two Directors
06.06.2016 Four Directors Four Directors
10.08.2016 Four Directors Four Directors
14.11.2016 Four Directors - Four Directors
11.02.2017 Four Directors Four Directors

The Company has also held the required Meetings of Committees during the year.

Audit Committee

Pursuant to the provisions of Section 177 of Companies Act 2013 the Audit Committeeconsists of two Independent Directors - Mr. Arun Mittal as Chairman and Mr. Atul KumarChaturvedi as member. Mr. R. M. Bafna is also member of the Audit Committee. Board ofDirectors of the Company has duly accepted therecommendationsofAuditCommitteeduringfinancialyear2016-17.

Disclosure under section 136 of the Companies Act 2013

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company and the same will be furnished on request. The fullAnnual Report including the aforesaid information is being sent electronically to allthose members who have registered their email addresses.

Matters as per section 178 of the Companies Act 2013

The Company is a listed Company and it has constituted the Audit Committee TheStakeholders Relationship Committee Nomination & Remuneration committee. The Companyhas also drafted the Vigil mechanism and also the Policy on Related Party T ransaction andPolicy of Prohibition on Insider Trading.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose ofthis mechanism is to provide a framework to report concerns about unethical behavioractual or suspected fraud or violation of the Companys code of conduct or ethics policyand provide adequate safeguards against victimization of the person availing thismechanism. The policy provides mechanism whereby whistle blower may send protecteddisclosures and in exceptional cases directly to the Chairman of Audit Committee.

Internal Financial Controls

Your Company has put in place adequate internal financial controls with reference tofinancial statements. Such system has been designed to provide for:

• Adoption of accounting policies in line with applicable accounting standards.

• Uniform accounting treatment is prescribed to the subsidiaries of your Company.

• Proper recording of transactions with internal checks and reporting mechanism.

• Compliance with applicable statutes policies management policies andprocedures.

The management of your Company periodically reviews the financial performance againstthe approved plans across various parameters and takes necessary action whereverrequired. Your Company has its own internal audit department with qualified professionalswhich carries out periodic audits of Rewari unit and functions. The observations arisingout of the internal audit are periodically reviewed and its summary along with correctiveaction plans if any are submitted to top management and Audit Committee for reviewcomments and directions.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Director's hereby state andconfirm that:

a. in the preparation of the annual accounts the applicable accounting standards andSchedule III of the Companies Act 2013 have been followed along with proper explanationrelating to material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 st March 2017 and of the profit and lossof the Company for the financial year ended 31st March 2017;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operatingeffectively;and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Statement indicating the manner in which formal annual evaluation has been done

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandates that the Board shall monitor and review the Board evaluation framework. Theframework includes the evaluation of Directors on various parameters such as

• Board Dynamics and relationships

• Information flows

• Decision making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and Committees effectiveness

• Peer evaluation

In terms of provisions of Section 134 sub-section 3(p) read with Sub-rule (4) of Rule 8of the Companies (Accounts) Rules 2014 the Board has carried out annual evaluation ofits own performance and that df its Directors individually. The evaluation criteria aslaid down by the Nomination & Remuneration Committee included various aspects of thefunctioning of Board such as composition process & procedures including adequate& timely information attendance delegation of responsibilities decision making'roles and responsibilities including monitoring benchmarking feedback and stakeholdersrelationship.

The performance of Individual Directors including Chairman was evaluated on variousparameters such as knowledge & experience interest of stakeholders time devoted etc.The evaluation of Independent Directors was based on participation in & contributionto the Board decisions knowledge & experience and judgment.

Directors Remuneration & Mean Remuneration of Employees

The information required pursuant to Section 197 read with Rule 5 (1) (i) pf TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationExecutive Director to the median remuneration of the employees of the Company for theFinancial Year ended 31st March 2017 are as under:

Remuneration of Managing Director Rs. 2516332/- p.a.

Remuneration of Whole Time Director Rs. 2400000/- p.a '

Mean Remuneration of the Employees of the Company: Rs.406944/- p.a.

The Company is not having any Employee' drawing salary in excess of the prescribedlimits in terms of the provisions of Section 197(12).of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly „ diverse Board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age and gender which will help us in retaining our competitive advantage.Your Board comprises of experts in the field of Finance Law Corporate GovernanceManagement and Leadership skills and also has a Woman Director on the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy as approved by the Board on recommendation ofthe Nomination and Remuneration Committee is attached as "Annexure B"

Internal Complaints Committee

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Red'ressal) Act 2013 and Rules framed thereunder.

During the period under review no complaints were received by the Internal ComplaintsCommittee established under the Policy for Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace of the Company.

Related Party Transaction as per section 188 of the Companies Act 2013

Transaction entered by the Company with related Parties during financial year 2015-16were in the ordinary course of business and on-arms length basis. The Company hasformulated a policy on related party Transactions.

In terms of section 134(3)(h) of the Companies Act 2013 and Rules made thereunderduring the year under review the Company has not entered into any contract/ arrangements/transaction with related parties which could be considered material.

The details of the related party transaction entered during the year are provided inthe accompanying financial statements. -

Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility under section 135 of theCompanies Act 2013 are not applicable to the Company.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo '

The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as "AnnexureC" to this Report.

Cost Auditors

As per section of 148 and other applicable provisions if any of the Companies Act2013 read with Companies (Audit and Auditors) Rules 2014 the Board of Directors of yourCompany on the recommendation of the Audit Committee has appointed M/s. M M &Associates Cost Accountants as Cost Auditors of the Company for the financial year2017-18.

Your Company has received consent from M/s. M M & Associates Cost Auditors of yourCompany for the financial year 2017-18 along with a certificate confirming theirIndependence.

Secretarial Audit

In accordance with the provisions of section 204 of the Companies Act 2013 read withthe Companies (Appointment of Managerial Personnel) Rules 2014 your Company has appointedM/s Siddiqui & Associates Company Secretaries to conduct the Secretarial Audit ofyour Company. The Secretarial Audit Report is annexed herewith as "Annexure D"to this Report. The Secretarial Audit Report does not contain any qualificationsreservations or adverse remark.

Significant and Material Orders of Regulators or Courts or Tribunals

No significant and material order was passed by Regulators or Courts or Tribunalsduring the year under review impacting the going concern status of your Company and itsfuture operations.

Extract of annual return

The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the. prescribed form MGT-9 is annexed as "Annexure E" tothis Report.

Acknowledgements

Your Directors would like to express their grateful appreciation for the co-operationand support extended to the Company by its Customers and various agencies of the CentralGovernment State Government of Haryana and Banks.

Your Directors wish to place on record their sincere appreciation for the devotedservices of all its employees and also express their gratitude to the member-shareholdersfor their continued patronage.

For and on behalf of Board of Directors.
Place: New Delhi R. M. Bafna Arun Mittal
Dated: 30.05.2017 Managing Director Director
DIN 00159855 DIN 00049425