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Competent Automobiles Company Ltd.

BSE: 531041 Sector: Others
NSE: N.A. ISIN Code: INE823B01015
BSE 00:00 | 08 Dec 217.35 23.35
(12.04%)
OPEN

196.75

HIGH

228.00

LOW

196.75

NSE 05:30 | 01 Jan Competent Automobiles Company Ltd
OPEN 196.75
PREVIOUS CLOSE 194.00
VOLUME 39588
52-Week high 228.00
52-Week low 140.00
P/E 6.28
Mkt Cap.(Rs cr) 134
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 196.75
CLOSE 194.00
VOLUME 39588
52-Week high 228.00
52-Week low 140.00
P/E 6.28
Mkt Cap.(Rs cr) 134
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Competent Automobiles Company Ltd. (COMPETENTAUTO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting this 37th Annual Report together withAudited Accounts of the Company for the financial year ended 31st March 2022.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March 2022 issummarized below:

Particulars Year ended 31-03-2022 Year ended 31-03-2021
Gross Income 125064.10 121176.11
Profit before Dep. & Tax 5192.53 4994.05
Less : Depreciation 2484.07 2419.08
Less: Provision for Taxation including Deferred Tax and Reversal of MAT Credit 762.93 841.56
Profit after tax 1945.53 1733.41
Add: Surplus from Previous year 21111.14 19439.19
Add: Other Comprehensive Income - -
Amount available for appropriation (A) 23056.67 21172.60
General Reserve (B) 3517.51 3517.51
Securities Premium Account (C) 1431.65 1431.65
Sub-Total (A+B+C) 28005.83 26121.76
Less Appropriations
Transfer to General Reserves - -
Dividend & tax thereon paid during the year 61.46 61.46
Closing Balance 27944.37 26060.30

PERFORMANCE

Your Company has reported Total Income from Operations of Rs. 124577.24 Lacs in theCurrent Financial Year against Total Income from Operations of Rs. 120545.25 Lacs in thePrevious Financial Year. The Company's profit before tax is Rs. 2708.46 Lacs as comparedto profit before tax of Rs. 2574.97 Lacs of previous year.

During the year 2021-22 your company sold 22843 (including 248 vehicles sold throughDirect Billing) Maruti Vehicles as compared with 25566 (including 560 vehicles soldthrough Direct Billing) Maruti Vehicles sold during the previous year.

DIVIDEND

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/- per EquityShare of Rs. 10/- each for the year ended 31st March 2022 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

NIL amount to be transferred to the reserves.

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. Kanwal Krishan Mehta and as required under CompaniesAct 2013 Mr. Kanwal Krishan Mehta shall retire by rotation being longest in the officeand being eligible he offers himself for re-appointment. The Board recommends hisre-appointment. The Boards recommends the above re-appointment of Directors in the ensuingAnnual General Meeting. Brief resume of the Directors seeking re-appointment is given inCorporate Governance Report Annexed to this Report.

Following changes happen in Key Managerial Personnel of the company:

S. No. Name of KMP Designation Appointment/Cessation Effective Date
1 Mr. Ravi Arora Company Secretary Cessation January 31 2022
2 Mr. Krishan Kumar Mishra Company Secretary & Compliance Officer Appointment February 10 2022
3 Mr. Siddhant Mehra Chief Financial Officer Cessation July 02 2022
4 Mr. Krishan Kumar Mishra Company Secretary & Compliance Officer Cessation July 05 2022
5 Mr. Badri Nath Chief Financial Officer Appointment July 05 2022
6 Mr. Ravi Arora Company Secretary Appointment July 05 2022

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 2022 and state that: a) in thepreparation of the annual accounts the applicable accounting standards have been followedand no material departures have been made from the same; b) The Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit for the year ended onthat period; c) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities. d) The Directors had prepared the annual accounts on a going concernbasis. 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 theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

CORPORATE GOVERNANCE

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 & Band 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.

AUDIT COMMITTEE

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 enclosed 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 Kartavya Janhit Foundation. The total contribution made to theimplementing agency is Rs. 4500000/- (Rupees Forty Five Lakhs only). Annual Report onCSR is enclosed herewith as Annexure E.

VIGIL MECHANISM

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.Raman Sehgal 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.

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

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 year under review.

INVESTOR EDUCATION AND PROTECTION FUND

In compliance with provisions of Section 124 of Companies Act 2013 the Company hastransferred Rs. 90494/- to IEPF being unpaid and unclaimed dividend for the FY 2013-14.

LISTING FEE OF SHARES

Your Company's Equity Shares are listed with BSE Limited (BSE) and Listing Fee for thefinancial year 2022-23 has been paid in advance by the Company.

AUDITORS

M/s Hitesh Ambani & Associates LLP Chartered Accountants (Firm Registration No.016923N) were appointed as the Statutory Auditors of the Company at the 32nd AnnualGeneral Meeting ("AGM") of the Company held on August 29 2017 to hold officefrom the conclusion of the 32th AGM till the conclusion of the 37th AGM. Accordingly theterm of the existing statutory auditors expires on the conclusion of the ensuing AGM. Interms of the provisions of Section 139 of the Companies Act 2013 the Companies (Auditand Auditors) Rules 2014 and other applicable provisions the Company can appoint orreappoint an audit firm as statutory auditors for not more than two (2) terms of five (5)consecutive years. Audit Committee has recommended to the Board that in order to ensurethe independence of the Auditors and to have better control and system the Auditors ofthe Company should be changed after five years on completion of first term by bringing thenew Auditor/Auditors Firm. Accordingly the Board of Directors on recommendation of AuditCommittee at their meetings recommended to appoint M/s Dinesh Mehta & Co. CharteredAccountants. New Delhi-110001 (Firm Registration No. 000220N) in place of M/s Ambani& Associates LLP Chartered Accountants New Delhi (Firm Registration No. 016923N)retiring Auditors subject to approval of members in ensuing AGM. M/s Dinesh Mehta &Co. Chartered Accountants has provided their consent to act as Auditors of the Companyand that they satisfy criteria as laid under section 141 of the Companies Act 2013 andRules made thereunder. Also they hold a valid certificate issued by the Peer Review Boardof ICAI

The recommendation is based on various parameters including but not limited toindependence competence technical capability overall audit approach sector expertiseand understanding of the business. M/s Dinesh Mehta & Co. is a firm of CharteredAccountants registered with The Institute of Chartered Accountants of India. The Boardsrecommends their appointment.

AUDITORS' REPORT

The observations made by the Auditors in their Report are self-explanatory and do notcall for any further comments.

SECRETARIAL AUDITOR

The Board has appointed M/s P. P. Agarwal & Co. Practicing Company SecretariesFirm to conduct Secretarial Audit for the financial year 2021-22. The Secretarial AuditReport for the financial year ended March 31 2022 is annexed herewith marked as AnnexureG 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

Your Company does not own any manufacturing facility it is therefore the requirementspertaining to 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 company has no foreign exchange earnings and expenditure of the Company during theyear under review. As required by the provisions of Section 197 of the Act read with Rule5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of the employees are set out in Annexure H. However as per theprovisions of Section 136 of the Act the annual report is being sent to all the membersof the Company excluding the aforesaid information. The said information is available forinspection by the members at the registered office of the

Company up to the date of the ensuing Annual General Meeting. Any member interested inobtaining such particulars may write to the Company Secretary at the registered office ofthe Company.

DEPOSITS

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 any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy 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. 38 tothe financial statement 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 Internal Compliant Committee in line with requirements ofThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The Committee has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2021-22.

- No. of complaints received : 0

- No. of complaints disposed : 0

ACKNOWLEDGEMENT

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
Raj Chopra
Place: New Delhi Chairman & Managing Director
Date: 22.08.2022 DIN – 00036705

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