Your Directors have pleasure in presenting the 27th Annual Report together withthe audited accounts and the Reports of the Auditors for the year ended 31st March 2015.
OPERATIONS AND FINANCIAL RESULTS:
The financial working results for the year are as under: -
(Rs. In lakhs)
|Particulars ||For the year ended 31st March 2015 ||For the year ended 31st March 2014 |
|Net Turnover ||4581.87 ||4101.34 |
|Other Income ||62.97 ||68.08 |
|Increase/(Decrease) in Stock ||(31.64) ||81.01 |
|TOTAL ||4613.20 ||4250.43 |
|Profit before Interest Depreciation & Taxes ||(177.34) ||(194.17) |
|Profit before Tax ||(260.25) ||(261.74) |
|Less : Provision for Tax (including deferred tax) ||131.62 ||47.82 |
|Profit after Tax ||(391.62) ||(213.92) |
|Balance from Balance Sheet ||(432.59) ||(183.31) |
|Balance carried to Balance Sheet ||(824.21) ||(397.23) |
The financial year 2014-15 was extremely stressful for your Company due to the slowdownin the Automobile market volatile economic conditions rise in input costs anddepreciation of the Rupee.
The Net Sales of the Company increased by about 11.71% amounting to Rs. 4581.87 lakhsfor the 2014-15 thereby resulting in Operating Loss (before Interest Depreciation andTaxes) of Rs. 177.34 lakhs as against an Operating Loss (PBIDT) of Rs.194.17 lakhs during2013-14 thereby improving by 8.66% over the previous year. The Net Loss (PAT) was at Rs.(391.62) lakhs compared with the Net Profit (PAT) of Rs. (213.92) lakhs for the previousyear.
In terms of Article 136 of the Articles of Association of the Company Mr. Rajendra MalBafna Director will retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. During the year the Company has appointed Ms.Smriti Bafna as Additional Director of the Company. The term of her office shall expire atthis Annual General Meeting. The Company has received a letter from a shareholderappointing her as Director of the Company.
The Company was having two Independent Directors namely Mr. Arun Mittal and Mr. NarpatRaj Mohnot. However Mr. Narpat Raj Monot Iindependent Director has expired on 06th May2015 and left for heavenly abode. Presently the Company is having only one Director who isIndependent Director. As per the provisions of section 149(4) the Company is required tohave one third of Directors as Independent Director and the Company is having one Directoras Independent Director out of three Directors. Moreover as the paid up Share Capital ofthe Company is Rs.45080000 and its net worth is less than Rs.25 crores and the Clause49 of the listing Agreement is not applicable to the Company. The Office of IndependentDirector is not liable to retire by rotation.
In order to conserve the resources of the Company your Directors do not recommend anydividend for the year 2014-15
During the year the Company has developed and implemented a Risk Management Policy toidentify and mitigate key risk that may threaten the existence of the Company.
SUBSIDIRY & ASSOCIATE 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
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 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 whenevernecessary.
Meetings of the Board
Four meetings of the Board of Directors were held during the year as per details ashereunder:
|S. No. ||Date of Board Meeting ||Strength of Board ||Nos. of Directors present |
|1. ||29.05.2014 ||Three Directors ||Three Directors |
|2. ||13.08.2014 ||Three Directors ||Three Directors |
|3. ||13.11.2014 ||Four Directors ||Three Directors |
|4. ||11.02.2015 ||Four Directors ||Four Directors |
The Company has also held the required Meetings of Committees during the year.
Particulars of Loans given Investments made Guarantees given and Securities provided
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 securities forthe purpose for which the loan or guarantee or security.
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) Rules 2014.
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 and is available on theCompanys website.
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 Transaction andPolicy of Prohibition on Insider Trading.
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 ethicspolicy and provide adequate safeguards against the victimization of the person availingthis mechanism. This policy has been appropriately communicated with in the Organisationand is effectively operational. The policy provides mechanism whereby whistle blower maysend protected disclosures directly to the Chairman of Audit Committee or Ethics Officer.
Related Party Transaction as per section 188 of the Companies Act 2013
Transaction entered by the Company with related Parties during financial year 2014-15were 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 anycontract/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.
Directors Remuneration & Mean Remuneration of Employees
The information required pursuant to Section 197 read with Rule 5 (1) (i) of 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 2015 are as under:
Remuneration of Executive Director Rs.113400/- p.m.
Mean Remuneration of the Employees of the Company: Rs.35000/- p.m.
During the year under review Industrial Relations in the Company continued to becordial and peaceful.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and Material Order was passed by Regulators or Courts or Tribunalsimpacting the going concern status of your Company and its future operations.
Statement indicating the manner in which formal Annual Evaluation has been done
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 of 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 makingroles and responsibilities including monitoring benchmarking feedback stakeholdersrelationship and committees.
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.
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.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:
a. in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures 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 as at March 31 2015 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 concern basis;
e. the Directors have laid down internal financial controls to be followed 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 provisionsof all 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 ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.
The information relating to conservation of Energy Technology Absorption and ForeignExhange Earnings and outgo required as per the provisions of Section 134 (3)(m) read withrule 8 (3) the Companies (Accounts) Rules 2014 the required particulars are set out inAnnexure - I forming part of this Report.
AUDITORS AND AUDITORS REPORT
Messrs Singhi & Co. (Firm's Registration No. 302049E) Chartered AccountantsAuditors of the Company were appointed as Statutory Auditors of the Company at the 26thAnnual General Meeting held on 27th September 2014 to hold office for three consecutiveyears subject to rectification at every Annual General Meeting. Your Company has receivedconfirmation from abovementioned firm regarding consent and eligibility under section(s)139 and 141 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 forrectification of appointment as Statutory Auditors of the Company. As required underclause 41 of the Listing Agreement the Auditors have also confirmed that they hold avalid certificate issued by the Peer Review of the Institute of Chartered Accountants ofIndia.
The Audit Committee of the Company has recommended the ratification of the appointmentof Messrs Singhi & Co. (Firm's Registration No. 302049E) Chartered Accountants asAuditors of your Company for the financial year 2015-16 till the conclusion of next AnnualGeneral Meeting.
The observations of Auditors are explained Auditors in the Auditors Report areexplained wherever necessary in the appropriate notes to the Account.
Regarding Note No. 21 (B) para (iii) & (iv) the management is of the opinion thatadjustment if any arising out of such reconciliation would not have material effect onthe financial statement of current year. Further for the contingent liabilities as NoteNo. 21 (B) para (xv) (iii) to financial statement the Company is hopeful of positiveoutcome of these court cases and it shall not affect the financial statement of theCompany..
The Company has appointed M/s Cheena & Associates Cost Accountants as CostAuditors of your Company for the financial year 2014-15 to conduct the Audit of the CostRecords of the Company.
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 yourCompanies on the recommendation of the Audit Committee has appointed M/s Cheena &Associates Cost Accountants as Cost Auditors of the Company for the financial year2015-16.
Your Company has received consent from M/s Cheena & Associates Cost Auditors ofyour Company for the financial year 2015-16 alongwith a certificate confirming theirIndependence.
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 appointedMr. K O Siddiqui FCS Company Secretary in practice and proprietor of M/s Siddiqui &Associates Company Secretaries to conduct the Secretarial Audit of your Company. TheSecretarial Audit Report is annexed herewith as Annexure II to this Report. TheSecretarial Audit Report does not contain any qualifications reservations or adverseremark.
EXTRACTS OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure III to thisReport.
During the financial year2014-15 your 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 Delhi Mumbai Calcutta and Ahmedabad StockExchanges and pursuant to Clause 38 of the Listing Agreement the Annual listing fee forthe Current Financial Year has been paid to them well before the due date.
CASH FLOW STATEMENT
A Cash Flow Statement as 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 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 ||Arun Mittal ||R. M. Bafna |
|Dated: 13.08.2015 ||Director ||Executive Director |
| ||CIN 00159855 ||DIN 00049425 |
INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OFTHE COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THEYEAR ENDED 31st MARCH 2015.
A. CONSERVATION OF ENERGY
The Company's operations involve low energy consumption. Wherever possible energyconservation measures have already been implemented and there are no major areas wherefurther energy conservation measures can be taken. However efforts to conserve andoptimize the use of energy through improved operational methods and other means willcontinue.
(See Rule 2)
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
a. DHBVN Ltd. Power Purchased
| || ||31.03.2015 ||31.03.2014 |
|DHBVN Ltd. Power Purchased (kwh) ||Units ||3008572 ||3488794 |
|Total Amount ||Rs. lakhs ||241.57 ||267.02 |
|Rate per unit ||Rs. ||8.03 ||7.65 |
b. Captive Generation
|D. G. Sets (kwh) ||Units ||1085109 ||651665 |
|Total Amount ||Rs. lakhs ||146.50 ||83.71 |
|Rate per unit ||Rs. ||13.50 ||12.85 |
CONSUMPTION PER UNIT OF PRODUCTION PRODUCT (SPRING)
|Electricity ||Total Units (kwh) ||4093681 ||4140459 |
| ||Kwh/MT of Product ||1001 ||1088 |
B. TECHNOLOGY ABSORPTION
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY RESEARCH& DEVELOPMENT (R & D)
a) Research & Development:
(1) Specific areas in which R & D is carried 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 areas no separateaccounts are therefore maintained.
b) Technology absorption adaptation & innovations:
(1) Efforts towards technology absorption adaptation 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
| ||2014-15 ||2013-14 |
|Foreign Exchange Earnings ||Rs. 2593111 ||Rs. 3280473 |
|Foreign Exchange Outgo ||Rs. 3824204 ||Rs. 859661 |
| || ||for and on behalf of the Board |
|Date: 30th May 2015 ||ARUN MITTAL ||R.M. BAFNA |
|Place: Rewari ||Director ||Whole-time Director |
| ||DIN NO. 00049425 ||DIN NO. 00159855 |
Siddiqui & Associates
Phone 011-41401301 Mobile 98110-35621 Email:firstname.lastname@example.org
Web Site : http://www.siddiquiandassociates.com
Form No. MR-3
SECRETARIAL AUDIT REPORT
(For the Financial year ended 31st March 2015)
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Coventry Coil O Matic (Haryana) Limited
87 Km NH 8 Vill. Salawas Post 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 ina manner that provided me/us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Coventry Coil o Matic (Haryana) Limited bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31st March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Coventry Coil o Matic (Haryana) Limited for the financialyear ended on 31st March 2015 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas 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 andExchange Board of India Act 1992 (SEBI Act):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting 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 Laws Environmental Lawsand related Laws to extent applicable to the Company.
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India. NotApplicable
ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange andother Stock Exchanges.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as aforesaid.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive 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 Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and 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 laws rules regulations 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 laws rules regulations guidelines standards etc. referred to above.
| ||for Siddiqui & Associates |
| ||Company Secretaries |
|Place New Delhi ||K.O.SIDDIQUI |
|Date: 25.05. 2015 ||FCS 2229 ; CP 1284 |