Your Directors have pleasure in presenting the 28th Annual Report together with theaudited accounts and the ReportsoftheAuditorsfortheyearended31stMarch2016.
OPERATIONS AND FINANCIAL RESULTS:
The financial working results for the year are as under: -
| || ||(Rs.In lakhs) |
|Particulars ||For the year ended 31st March 2016 ||For the year ended 31st March 2015 |
|Net Turnover ||4978.24 ||4581.87 |
|Other Income ||42.83 ||62.97 |
|lncrease/(Decrease) in Stock ||136.04 ||(31.64) |
|TOTAL ||5157.11 ||4613.20 |
|Profit before InterestDepreciation & Taxes ||(174.73) ||(177.34) |
|Profit before Tax .. ||(222.49) ||(260.25) |
|Less : Provision for Tax (including deferred tax) ||- ||131.62 |
|Profit after Tax ||(222.49) ||(391.62) |
|Balance from Balance Sheet ||(824.21) ||(432.59) |
|Less : Unreconciled Allotment money in Arrears written off ||- ||- |
|Balance carried to Balance Sheet ||(1046.70) ||(824.21) |
Although there was an increase in theTurnover of your Company for the.financial year2015-16it was extremely stressful due to increase in.Labour costs coupled with increasein Legal fees.Added to this were huge Volume & Cash Discounts given to Customers forincreasing its sales for now and also for the future.
The Net Sales of the Company increased by about 8.65% amounting to Rs4978.24 lakhs forthe 2015-16but due to increase in input costs resulted in Operating Loss (beforeInterestDepreciation and Taxes) of Rs.174.73 lakhs as against an Operating Loss (PBIDT)of Rs.177-34 lakhs during 2014-15slightly improving by 1.47%.The Net Loss (PAT) was atRs.(222.49) lakhs compared with the Net Profit (PAT) of Rs.(391.62) lakhs for the previousyear.
In terms of Article.136 of the Articles of Association of the CompanyMs.SmritiBafnaDirector will retire by rotation at the ensuing Annual General Meeting and beingeligibleoffers himself for re-appointment.During the year the Company has appointedMr.Atul Kumar Chaturvedi as Additional Director of the Company.The Company has received anotice from Shareholder signifying his intention to propose the name of Mr.Atul KumarChaturvedi as Director of the Company.
a.Retirement by rotation
Pursuant to Section 149152 and other applicable provisions if any of the CompaniesAct2013one 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.Smriti BafnaDirector will retire by rotation atthe ensuing Annual General Meeting and being eligible offers herself for reappointment inaccordance with the provisions of Companies Act2013.
Your Directors recommend their appointment/reappointment at the ensuing Annual Generalmeeting.
b.Changes in Directors and Key Manaaerial Personnel
During the year the Company has appointed Mr.Atul Kumar Chaturvedi as AdditionalDirector of the Company.The Company has received a notice from Shareholder signifying hisintention to propose the name of Mr.Atul Kumar Chaturvedi as Director of the Company.
Mr.S.S.ChauhanCFO has resigned due to personnel reasons and in his place Mr.R.P.Vermawas appointed as CFO of the 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 subsection (7) of Section 149 of the Companies Act2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements ) Regulations2015...
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
Relationship with stakeholders
Company performance and strategy
Tracking Board and Committees effectiveness
The Companies Act2013 states that a formal evaluation needs to be made by the Board ofits own performance and that of its committees.Schedule IV of the CompaniesAct2013states that the performance evaluation of independent directors shall be done bythe entire 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.
The Company is having two Independent Directors namely Mr.Arun Mittal and Mr.Atul KumarChaturvedi.As per the provisions of section 149(4) the Company is required to have onethird 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) Regulations2015 is notapplicable to the Company.The Office of Independent Director is not liable to retire byrotation.
In order to conserve the resources of the Companyyour Directors do not recommend anydividend for the year 2015-16.
SUBSIDIARY & ASSOCIATE COMPANIES
The Company is not having any subsidiary or Associate Companies.Accordingly a Statementcontaining 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) Rules2014 is not applicable.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements.The Internal Financial Control has been designed to provide for:
Adoption of Accounting policies in line with applicable Accounting standards.
Proper recording of transaction with internal checks and reporting mechanism.
Compliance with applicable statutespoliciesmanagement policies and procedures.
The Management of your Company periodically reviews the financial performance againstthe approved plans across various parameters and takes necessary actionwhenevernecessary.
Meetings of the Board
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 |
|1.30.05.2015 ||Three Directors ||Two Directors |
|2.13.08.2015 ||Three Directors ||Three Directors |
|3.0711.2015 ||Three Directors ||Three Directors |
|4.06.02.2016 ||Three Directors ||Three Directors |
TheCompany has also held the required Meetings of Committees during the year.
Particulars of Loans givenInvestments madeGuarantees given and Securities provided
Durihg the year the Company has not given any loansmade any investments and given anyguarantees under 186 of the Companies Act2013 and also did not provide any securities forthe purpose of loans or guarantees to any other Company.
Particulars of Employees
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) Rules2014.
Disclosure under section 136 of the Companies Act2013
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advisedthe 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 Act2013
The Company is a listed Company and it has constituted the Audit CommitteeTheStakeholders Relationship CommitteeNomination & Remuneration committee.The Companyhas also drafted the Vigil mechanism and also the Policy on Related Party Transaction andPolicy of Prohibition on Insider Trading.
The Company has established a Vigil Mechanism/Whistle Blower Policy.The purpose of thismechanism is to provide a framework to report concerns about unethical behavioractual orsuspected fraud or violation of the Company's code of conduct or ethics policy and provideadequate safeguards against the victimization of the person availing this mechanism.Thispolicy has been appropriately communicated with in the Organisation and is effectivelyoperational.The policy provides mechanism whereby whistle blower may send protecteddisclosures directly to the Chairman of Audit Committee or Ethics Officer.
Risk Management Policy
Pursuant to Section 134(3)(n) of the Companies Act2013the Company has laid down RiskManagement Policy to inform Board Members about the risk assessment and minimizationprocedures which is also given in Corporate Governance Report.*
Nomination and Remuneration Policy
The Board on the recommendation of Nomination & Remuneration Committee has framed apolicy for selection and appointment of Directors & KMPs and their remuneration.
Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibitionand Redressal) Act2013
The Company has put in place and practiced an Anti Sexual Harassment Policy in linewith the requirements of ' The Sexual Harassment of Women at the Workplace(PreventionProhibition & Redressal) Act2013.Internal Complaints Committee (ICC) hadbeen set up to redress complaints regarding sexual harassment.All employees are coveredunder this policy.During the year under feviewthe Company has not received any complaintunderthe said Policy.
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 arm's 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 madethereunderduring the year under reviewthe 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 Act2013 are not applicable to the Company.
Directors Remuneration & Mean Remuneration of Employees
The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) Rules2014 in respect of ratio of remunerationExecutive Director to the median remuneration of the employees of the Company for theFinancial Year ended 31s1 March 2016 are as under:
Remuneration of Executive Director Rs.113500/-p.m.
Mean Remuneration of the Employees of the Company: Rs29248/-p.m.
During the year under reviewIndustrial Relations in the Company continued to becordial and peaceful.
Significant and Material Orders of Regulators or Courts or Tribunals
The Company availed Term Loans of Rs.925.67 lakhs between 1990 and 1992 from theconsortium of ICICI
IDBI and IFCI .of with ICICI was the lead Institution.Due to Financial Crisis in theCountry during the implementation of the Projectthere was cost over runs leading to tightCash flows and incurring huge Ipsses.
The Company went to BIFR and during that time had repaid the Institutionsa substantialamount.However the Loans were assigned to various Asset Reconstructions Companies who wentto Court for recovery of exorbitant amounts of the balance of Debts.The details of thelitigation cases are mentioned in the Notes to the Financial Statementsfortheyearended31s'March2016undertheNoteNo.20(B)(viii).
On 18th January 2016the Debt Recovery Tribunal-1Delhi (DRT-I) pronouncedan Order for the recovery of Rs. 8449.40 lakhs together with simple interest @ 13.5%p.a.The Company has filed an Appeal in the Appellate Court against this orderas theCompany is of the view that the said Order is not in accordance with the law and afterapplying the Reserve Bank of India One-Time Settlement (RBI OTS) Guidelines and afteradjusting amounts already paidphysical possession of part property given and amountdeposited with the DRTthe Company is of the Opinion that nothing will be due and payableby the Company to the Lenders/ Assignees.On the contrary amounts may become recoverablewhich claims have been filed by the Company.
Statement indicating the manner in which formal Annual Evaluation has been done .Interms of provisions of Section 134 sub-section 3(p) read with Sub-rule (4) of Rule 8 ofthe Companies (Accounts) Rules2014the Board has carried out annual evaluation of its ownperformance and that of its .Directors individually.The evaluation criteria as laid downby the Nomination & Remuneration Committee included various aspects of the functioningof Board such as compositionprocess & procedures including adequate & timelyinformationattendancedelegation of' responsibilitiesdecision makingroles andresponsibilities including monitoringbenchmarkingfeedback and stakeholders relationship.
The performance of Individual Directorsincluding Chairman was .evaluated on variousparameters such as knowledge & experienceinterest of stakeholderstime devotedetc.The evaluation of Independent Directors was based on participation in &contribution to the Board decisionsknowledge & experience and judgment.
During the year there was no change in Share Capital of the Company.
Declaration of Independence
Your Company has received the declaration of Independence from Independent Director asprescribed under the provisions of the Companies Act 2013 read with the Schedules andRules made thereunder.
The Company has constituted the Audit Committee as per provisions of Section 177 of theCompanies Act 2013 with the Independent Director as its Chairman.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) ofthe Companies Act 2013 the Directors confirm that:
a.in the preparation of the annual accounts for .the year ended March 312016theapplicable accounting .standards read with requirements set out under Schedule III to theActhave been followed and there are no material departures from the same;
b.the Directors have selected such accounting policies and applied them consistentlyand fnade judgments and estimates that arereasonable and prudent so as to give a true andfair view ofthe state of affairs of the Company as at March 312016 and of the profit ofthe Company for the year ended on that date;
c.the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d.the Directors have prepared the annual accounts on a'going concernbasis;
e.the Directors have laid down internal financial controls to be foltowed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f.the.Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
This may further noted that the Independent Directors have evaluated the Board and itwas satisfied with the- evaluation.
CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.
The information relating to conservation of EnergyTechnology Absorption and ForeignExchange Earnings and outgo required as per the provisions of Section 134 (3)(m) read withrule 8 (3) the Companies (Accounts) Rules 2014the required particulars are set out inAnnexure - IIforming part of this Report.
AUDITOR'S AND AUDITORS' REPORT
Messrs Singhi& Co.(Firm's Registration No.302049E)Chartered Accountants Auditorsof the Company were appointed as Statutory Auditors ofthe Company at the 26thAnnual General Meeting held on 27'" September 2014 to hold office for threeconsecutive years subject to ratification at every Annual General MeetingYour Company hasreceived confirmation from abovementioned firm regarding consent and eligibility undersection(s) 139 and 141 ofthe Companies Act 2013 read with Companies (Accounts) Rules 2014for ratification of appointment as Statutory Auditors ofthe Company.As required under theListing Agreementthe Auditors have also confirmed that they hold a valid Certificateissued.by the Peer Review of the Institute of Chartered Accountants of India.
The Audit Committee ofthe Company has recommended the ratification ofthe appointment ofMessrs Singhi & Co.(Firm's Registration No.302049E)Chartered Accountants as Auditorsof your Company for the financial __ year 2016-17 till the conclusion of next AnnualGeneral Meeting.
The observations of Auditors in the Auditors Report Management Reply to theseObservations are explained in Annexure I to the Directors Report.
The Company has appointed M/s Cheena & AssociatesCost Accountants as Cost Auditorsof your Company for the financial year 2015-16 to conduct the Audit of the Cost Records ofthe Company.
As per section of 148 and other applicable provisionsif anyof the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014the Board of Directors of yourCompanyon the recommendation of the Audit Committee has appointed M/s Cheena &AssociatesCost Accountantsas Cost Auditors of the Company for the financialyear2016-17.
Your Company has received consent from M/s Cheena & AssociatesCost Auditors ofyour Company for the financial year 2016-17 along with acertificate confirming theirlndependence.
SECRETARIAL AUDIT I
In accordance with the provisions of section 204 of the Companies Act 2013 read withthe Companies (Appointment of Managerial Personnel) Rules 2014your Company has appointedM/s Siddiqui & AssociatesCompany Secretaries to conduct the Secretarial Audit of yourCompany.The Secretarial Audit Report is -annexed herewith as Annexure HI to thisReport.The Secretarial Audit Report does not contain any qualificationsreservations oradverse remark.
EXTRACTS OF ANNU AL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure IV to thisReport.
During the financial year 2015-16your Company has not accepted any deposit within themeaning of section 73 and 76 of the Companies 2013 read with Companies (Acceptance ofDeposit) Rules 2014 and other applicable laws and as such no amount of principal orinterest was outstanding as on the date of Balance Sheet.
The shares of your Company are listed on Mumbai and Calcutta Exchangesand pursuant toClause 38 of the Listing Agreement.
The Securities and Exchange Board of India (SEBI)on September 22015issued SEBI(Listing Obligations and Disclosure Requirements) Regulations2015.The said regulationswere effective December 12015.Accordinglyall listed entities were required to enter intothe Listing Agreement within six months from the effective date.The Company entered intoListing Agreement with BSE Limited.
CASH FLOW STATEMENT
A Cash Flow Statementas required by an amended Clause of the Stock Exchange ListingAgreement is included in the Annual Report.
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 CentralGovernmentState 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: Rewari ||Arun Mittal ||R.M.Bafna |
|Dated: 10.08.2016 ||Director ||Executive Director |
| ||DIN 00049425 ||DIN 00159855 |
ANNEXURES TO DIRECTORS' REPORT
BASIS OF QUALIFIED OPINION IN THE AUDITORS' REPORT
The Auditors in its Auditors Report has expressed qualified opinion as under
1.Note No.(xx) of 20(B) of other notes to financial statement regarding Going ConcernAssumption may no longer be appropriate -As the Company has incurred significant operatinglossesnegative operating cash flowsadjudication of legal process against the company forloan liability and negative net worth indicating that going concern assumption is nolonger be appropriate.Consequentlyadjustment for amount of assets and classification ofliabilities required to be recorded has not been carried.
Management has evaluated the circumstances and events and is of the view that it islargely because of earlier slowdown in the Auto Industry from which the Company has notbeen able to recover.The Company has now taken certain measuresthe affect of which shallbe seen in the coming years.This is a temporary phase and shall not affect the Company'sability to meet its obligations.
2.2.1 The company has not made provisions of Interest & Other Charges on SecuredLoans taken from
Financial Institutions/ Banks Rs.70533652 as per interim order of the divisionalbench of Punjab and Haryana high courtChandigarhas stated in Note No - (viii) of Othernotes 20(B).
2.2 Note No.20(B) (viii) para (j) of other notes to financial statements describes thatcompany has not made provision calculated on the IFCI debts confirmed by the order dated18-01-2016 in DRT-INew Delhi by AARCL for the recovery of Rs.844938818 together withsimple interest @ 13.50% p.a.' from 14-05-2007 which amounttoRs.1857788964.
2.3 Had the Provision been madethe Loss up to the year after tax Rs.22249293/-would have resulted in loss of Rs.1950571909/-Reserve & Surplus Deficit (Balanceof Statement of Profit and Loss) would have been Rs.2032992734/-instead ofRs.104670118/Management Reply
2.1 The Company had deposited Rs.5 Crore in the Punjab & Haryana HighCourtChandigarh which was given to Alchemist Asset Reconstruction Company Limited (AARCL)(Rs.3 crore) and_ Kotak Mahindra Bank Ltd (KMBL) (Rs.2 Crore) and the affect was taken inthe Books.The Companyin this regardhas already handed over 10 Acres of land (valued byAARCL at Rs.18 Crores).But it may be noted that the Order of Punjab & Haryana HighCourt is an Interim Order.Final Order is yet to be' pronounced.The Company shall makechanges in the books when the Final Order comes into effect.
2.2 Company has already filed an appeal against the Final Order of DRT 1 .The Companyshall comply with the Final Order depending on the outcome of the Appeal.Accordingly theamount in said Orders is not relevant for the time being.
2.3 As explained in 2.2 above.
3.The.company had given physical possession of Approx.10 Acre land as stated in NoteNo.7 (b) whose approx.cost appearing in books is Rs.12.02 Lacto Alchemist AssetReconstruction Company Ltd.assignees of IDBI & IFCI (Financial Institutions) on 8thMarch 2013 as per the directions of the Honble Supreme Court who re-affirmed theInterim Orders of Hon'ble Punjab & Haryana High CourtChandigarh of 09-08-2011.Sincethis was only an interim order and the amount is yet to be adjudicatedno effect has beengiven in the Fixed Assets Schedule of the Accountsconsequent effect of profit/loss on thesaid land in these Accounts.;
Impact not ascertainable unless the land of 10 Acres is sold by AARCL (for which thephysical possession is already given).The effect shall be made in the books only after theamount is ascertainable of the sale and the affects of the Interim Order is carried out.
INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT2013 READ WITH RULE 8(3) OFTHE COMPANIES (ACCOUNTS) RULES2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEARENDED 31st MARCH 2016.
A.CONSERVATION OF ENERGY
The Company's operations involve low energy consumption.Wherever possibleenergyconservation measures have already been implemented and there are no major areas wherefurther energy conservation measures can be taken.Howeverefforts to conserve and optimizethe use of energy through improved operational methods and other means will continue.
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
a.DHBVN Ltd.- Power Purchased
| || ||31.03.2016 ||31.03.2015 |
|DHBVN Ltd.- Power Purchased (kwh) ||Units ||3577045 ||3008572 |
|Total Amount ||lakhs ||305.57 ||- 241.57 |
|Rate per unit || ||8.55 ||8.03 |
|b.Captive Generation || || || |
|D.G.Sets (kwh) ||Units ||471141 ||1085109 |
|Total Amount ||lakhs ||61.06 ||146.50 |
|Rate per unit || ||12.96 ||13.50 |
CONSUMPTION PER UNIT OF PRODUCTION - PRODUCT (SPRING)
|Electricity ||Total Units (kwh) ||4048186 ||4093681 |
| ||Kwh/MT of Product ||931 ||1001 |
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGYRESEARCH& DEVELOPMENT (R&D)
a) Research & Development:
(1) Specific areas in which R&Discarried out by the Company:
Development of suspension springs for the 2-wheeler (Motorcycles and Scooters)Industry.
Improvement in wire processing line for better surface finish and reducingbreakages and warranties.
(2) Benefits derived as a result of the above R&D:
Development of a new market such as the 2-wheeler Industry where there was nopresence.
(3) Future plan of action:
Review of existing products for developing cost effective products for othermarket areas.
Improvising its present manufacturing facilities for attaining higher marketshare.
(4) Expenditure on R & D:
As Research & Development is carried out by concerned areasno separateaccounts arethereforemaintained.
b) Technology absorptionadaptation & innovations:
(1) Efforts towards technology absorptionadaptation and innovation:
Increasing production efficiency by improving material handling systems andreducing stage work-in-process.
(2) Benefits derived as a result of above efforts:
Reduced development time for new products.
C.FOREIGN EXCHANGE EARNINGS & OUTGO
| ||2015-16 ||2014-15 |
|Foreign Exchange Earnings ||2689947 ||2593111 |
|Foreign Exchange Outgo ||9059515 ||3824204 |
| ||For and on behalf of Board of Directors || |
|Place: Rewari ||Arun Mittal ||R.M.Bafna |
|Dated: 10.08.2016 ||Director ||Executive Director |
| ||DIN 00049425 ||DIN 00159855 |
SECRETARIAL AUDIT REPORT
(For the Financial year ended 31st March 2016)
[Pursuant to section 204(1) of the Companies Act2013 and rule No.9 of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules2014]
Coventry Coil O Matic (Haryana) Limited
87 KmNH8Vill.SalawasPost Sangwari
Distt.Rewari 123401 Haryana
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Coventry Coil-o-Matic(Haryana) Limited (hereinafter called the company).Secretarial Audit was conducted in amanner that provided me/us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on our verification ofthe Coventry Coil-o-Matic (Haryana) Limitedbookspapersminute booksforms and returns filed and other records maintained by thecompany and also the information provided by the Companyits officersagents andauthorized representatives during the conduct of secretarial auditI hereby report that inmy opinionthe company hasduring the audit period covering the financial year ended on31st March 2016 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extentin themanner and subject to the reporting made hereinafter:
We have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by Coventry Coil-o-Matic (Haryana) Limited for the financial year endedon 31st March 2016 according to the provisions of:
i.The Companies Act2013 (the Act)and the rules made there under; .
ii.The Securities Contracts (Regulation) Act1956 ('SCRA) and the rules madethereunder;
iii.The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;
iv.Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings.The Company is not having any FDI.ODI or ECB.
v.The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act1992 ('SEBI Act'):- .
a.The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;
b.The Securities and Exchange Board of India (Prohibition of InsiderTrading)Regulations1992;
c.The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;
d.The Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines1999;
e.The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;
f.The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations1993 regarding the Companies Act and dealing withclient;
g.The Securities and Exchange Board of India (Ddlisting of Equity Shares)Regulations2009; and
h.The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
vi.The Company has complied with various provisions of Labour LawsEnvironmental Lawsand other related Laws specific to the Industry and to the extent applicable to theCompany.
We have also examined compliance with the applicable clauses of the following:
i.Secretarial Standards issued by The Institute of Company Secretaries of India.
ii.The Listing Agreements entered into by the Company with Bombay Stock Exchange andother Stock Exchanges.
During the period Cinder review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.as aforesaid The Company has also compliedwith the other Industry specific legislations to the extent applicable with the Company.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNonExecutive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.Adequate notice is given to alldirectors to schedule the Board Meetingsagenda and detailed notes on agenda were sent atleast seven days in advanceand a system exists for seeking and obtaining furtherinformation and.clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.Majority decision is carried through while the dissentingmembers' views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable lawsrulesregulations and guidelines.
We further report that during the audit period the company has had no major events oractions which are having a major bearing on the companys affairs in pursuance of theabove referred lawsrulesregulationsguidelinesstandardsetc.referred to above.
| ||for Siddiqui & Associates |
| ||Company Secretaries |
| ||Sd/- |
|Place: New Delhi ||K.O.SIDDIQUI |
|Date: 30.05.2016 ||FCS 2229; CP 1284 |