Competent Automobiles Company Ltd.
|BSE: 531041||Sector: Others|
|NSE: N.A.||ISIN Code: INE823B01015|
|BSE 00:00 | 20 Sep||202.85||
|NSE 05:30 | 01 Jan||Competent Automobiles Company Ltd|
|Mkt Cap.(Rs cr)||125|
|Mkt Cap.(Rs cr)||124.75|
Competent Automobiles Company Ltd. (COMPETENTAUTO) - Director Report
Company director report
Your Directors have pleasure in presenting this 35th Annual Reporttogether with Audited Accounts of the Company for the financial year ended 31st March2020.
The financial performance of the Company for the year ended 31stMarch 2020 is summarised below:
(Rs. in Lacs)
Your Company has reported Total Income from Operations of Rs.116524.33 Lacs in the Current Financial Year against Total Income from Operations of Rs.123997.27 Lacs in the Previous Financial Year. The Company's profit before tax isRs. 4259.74 Lacs as compared to profit before tax of Rs. 2447.95 Lacs of previous year.The current year's profit includes a profit of Rs. 2927.70 Lacs on account of sale ofland situated at Mehrauli. During the year 2019-20 your company sold 23399 MarutiVehicles (Including 224 Vehicles sold through Direct Billing) as compared with 25698(Including 325 Vehicles sold through Direct Billing) Maruti Vehicles sold during theprevious year.
Keeping in view the current economic scenario and the future fundrequirements of the Company your directors are pleased to recommend a final dividend ofRs. 1.00 per Equity Share of Rs. 10/- each for the year ended 31st March 2020 which ifapproved by shareholders at the forthcoming Annual General Meeting will be paid to thoseshareholders whose names appear on the Register of Members as on book closure dates.
TRANSFER TO RESERVES
An amount of Rs. 2.50 Crores has been transferred to the reserves.
DIRECTORS AND KEY MANAGERIAL PERSONS
The Independent Directors have confirmed and declared that they are notdisqualified to act as an Independent Director in compliance with the provisions of theCompanies Act 2013 and Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred as the ListingRegulations). The Board is also of the opinion that the Independent Directors fulfills allthe conditions specified in the Companies Act 2013 & Listing Regulations making themeligible to act as Independent Directors.
In terms of appointment of Mr. K. K. Mehta and as required underCompanies Act 2013 Mr. K. K. Mehta shall retire by rotation being longest in theoffice and being eligible he offers himself for re-appointment. The Board recommends hisre-appointment. Mrs. Kavita Ahuja Whole-Time Director terms expires on October 31 2020seeks to be re-appointed for another term of Five years in the ensuing Annual GeneralMeeting. The Nomination and Remuneration Committee has approved and recommended all ofabove re-appointments. The Boards recommends the above appointment and reappointments ofDirectors in the ensuing Annual General Meeting. Brief resume of the Directors seekingappointment and re-appointment is given in Corporate Governance Report Annexed to thisReport.
During the year Mr. S.L. Tondon has Resigned as Independent Directorw.e.f. 04.09.2019 and the company has appointed Mr. Raman Sehgal w.e.f. 04.09.2019 asIndependent Director.
The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors which includecriteria for performance evaluation of the non-executive directors and executivedirectors. Based upon the Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors a process of evaluation was followed bythe Board for its own performance and that of its Committees and individual Directors.
CODE OF CONDUCT
All Directors Key Managerial Personnel and Senior Management of theCompany have confirmed the Compliance with the Code of Conduct applicable to the Directorsand employees of the Company.
The Chairman and Managing Director have given a declaration that themembers of the Board of Directors and Senior Management Personnel have affirmed compliancewith the Code. The Code of Conduct is available on the Company's websitewww.competent-maruti.com.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuringcompliance with provisions of the Companies Act 2013 and the Listing Regulations in thepreparation of the annual accounts for the year ended on March 31 2020 and state that:
a) in the preparation of the annual accounts the applicable accountingstandards have been followed and no material departures have been made from the same;
b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit for the year ended on that period;
c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities.
d) The Directors had prepared the annual accounts on a going concernbasis.
e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
f) The Directors has devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
Your Company reaffirms its commitment to good Corporate Governancepractices. Pursuant to the Listing Regulations Corporate Governance Report and AuditorsCertificate regarding compliance of conditions of Corporate Governance are enclosed as AnnexureA & B and form an integral part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Management Discussion and Analysis as required under theListing Regulations is enclosed as Annexure C and forms an integral part of thisreport.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee comprises of Mr. R. C. Murada as Chairman and Mr.Rohit Gogia and Mrs. Kavita Ahuja as members of the Committee. The CSR policy may beaccessed on the Company's website: www.competent-maruti.com and is enclosed as AnnexureD and forms the part of this Report of the Directors.
During the year the CSR has been implemented by the Company. TheCompany has made contribution to HR Education & Charitable Foundaiton. The totalcontribution made to the implementing agency is Rs. 4700000/- (Rupees Forty Seven Lakhsonly). Annual Report on CSR is enclosed herewith as Annexure E.
The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Regulations. Protected Disclosures by a whistleblower should be addressed to the MD at the Registered Office of the Company. The MD shallsubmit a report about all PD cases annually to the Audit Committee of the Company. ThePolicy on vigil mechanism and whistle blower policy may be accessed on the Company'swebsite: 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 andRemuneration is available on Company's website www.competent-maruti.com and isenclosed as Annexure F.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee shall consider andresolve the grievances of security holders of the company.
MEETINGS OF THE BOARD
Eleven meetings of the Board of Directors were held during the year.For further details 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 otherbody corporates or given any guarantees or provided any security in connection with a loanto any other body corporate or person during the year under review.
INVESTOR EDUCATION AND PROTECTION FUND
In compliance with provisions of Section 124 of Companies Act 2013the Company has transferred Rs. 84333/- to IEPF being unpaid and unclaimed dividend forthe FY 2011-12.
LISTING FEE OF SHARES
Your Company's Equity Shares are listed with BSE Limited (BSE) andListing Fee for the financial year 2020-21 has been paid in advance by the Company.
As per section 139 of the Companies Act 2013 read with Rules madethereunder the Statutory Auditors of the Company M/s Ambani & Associates LLP (FRN016923N) Chartered Accountants New Delhi has been appointed for the five years periodand subject to the ratification by the members in every Annual Meeting. Consequent toCommencement of the Companies (Amendment) Act 2017 it is not necessary to placeratification of Auditors to the members of the Company; therefore the Auditors areappointment for the period of 5 yrs. without the ratification by the members.
The observations made by the Auditors in their Report areself-explanatory and do not call for any further comments.
The Board has appointed M/s P. P. Agarwal & Co. Practicing CompanySecretaries Firm to conduct Secretarial Audit for the financial year 2019-20. TheSecretarial Audit Report for the financial year ended March 31 2020 is annexed herewithmarked as Annexure G to this Report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.
INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013
Your Company does not own any manufacturing facility it is thereforethe requirements pertaining to disclosure of particulars relating to conservation ofenergy research & development and technology absorption as prescribed under Section134(3)(m) of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2013 are not applicable.
The foreign exchange earnings and expenditure of the Company during theyear under review were Nil and Rs. 9.96 Lacs respectively as compared to Rs. Nil and Rs.12.11 lacs in the previous year respectively.
The prescribed particulars of employees required under section 197(12)of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is enclosed as Annexure H and forms the partof this Report of the Directors.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is available at Company'swebsite www.competent-maruti.com and is also enclosed herewith as Annexure I.
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 financialposition of the company which have occurred between the end of the financial year of thecompany and date of the report.
INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
Further the Board has risk management plan in place and the boardreviews the same on continuous basis.
DETAILS OF SUBSIDIARIES AND THEIR PERFORMANCE
The company has no subsidiary associate or joint venture company asdefined under Companies Act 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website: www.competent-maruti.com Your Directors draw attention of themembers to Note no. 41 a b & c to the financial statement which sets out relatedparty disclosures.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Internal Compliant Committee in line withrequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. the Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received anddisposed off during the year 2019-20.
- No. of complaints received : 0
- No. of complaints disposed : 0
The Board wishes to place on record its appreciation to thecontribution made by the employees of the Company during the year under review. YourDirectors thank the customers clients vendors and other business associates for theircontinued support in the Company's growth. The Directors also wish to thank theGovernment Authorities Banks Financial Institutions and Shareholders for theircooperation and assistance extended to the Company.