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Directors Report of Competent Automobiles Co Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 30th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2015 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2015 31-03-2014

Gross Income 92564.34 80956.26

Profit before Dep. & Tax 2240.81 1723.08

Less : Depreciation 630.07 361.97

Less :Provision for Taxation 449.81 443.58 including deferred tax

Profit after tax 1160.92 917.53

Add: Profits from Previous year 3972.59 3347.09

Profits available for appropriation 5133.50 4264.61

Less Appropriations

Proposed Dividend including tax 73.75 71.90

Tax Adjustments 5.56 20.12

Transfer to General Reserves 250.00 200.00

Closing Balance 4804.19 3972.59

PERFORMANCE

Your Company has reported a turnover of Rs. 92564.34 Lacs in the Current Financial Year against the turnover of Rs. 80956.26 Lacs in the Previous Financial Year, registering a growth of 14.34%.

The Company''s profit before tax (PBT) is Rs. 1610.73 Lacs as compared to profit before tax of Rs. 1361.11 Lacs of previous year, registering a growth of 18.34%.

During the year 2014-15, your company sold 20066 Maruti Vehicles (including 847 Vehicles under Direct Billing) as compared with 17604 Maruti Vehicles (including 205 Vehicles under Direct Billing), sold during the previous year.

DIVIDEND

Keeping in view the current economic scenario and the future fund requirements of the Company, your directors are pleased to recommend a final dividend of Rs.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2015, which if approved by shareholders at the forthcoming Annual General Meeting will be paid to those shareholders 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.

ACHIEVEMENTS

During the year, your Company has received following Awards & Recognition by Maruti Suzuki India Limited:

1. Platinum Dealer Award - for Himachal

2. DGS & D Highest Sales Award - for Delhi

DIRECTORS AND KEY MANAGERIAL PERSONS

The following three persons were formally appointed as Key Managerial Personnel of the Company in compliance with provisions of section 203 of the Companies Act, 2013:

a) Mr. Raj Chopra, Chairman & Managing Director

b) Mr. Vijay Kumar Sharma, Chief Financial Officer

c) Mr. Ravi Arora, Company Secretary.

Mr. Gopi Dargan, Independent Director, has resigned from his office w.e.f. November 12, 2014. The Board acknowledged the contribution given by him to the Board and the Directors wishes him the best wishes for all his future endeavors. Your Company have sufficient numbers of Independent Directors, as required under Listing Agreement and Companies Act, 2013, even after resignation of Mr. Gopi Dargan and hence, the Company has not appointed any other director in his place.

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

In terms of appointment of Mrs. Kavita Ahuja, as amended, and as required under Companies Act, 2013, Mrs. Kavita Ahuja shall retire by rotation, and being eligible, she offers herself for re-appointment. The Board recommends her re-appointment.

The Board, upon recommendation of Nomination and Remuneration Committee, had re-appointed Mr. K. K. Mehta, Whole - Time Director and Mr. Raj Chopra, Chairman & Managing Director w.e.f. August 23, 2014 and September 01, 2014 respectively, subject to the approval of members in foregoing general meeting. The Board recommends their re-appointments.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. Based upon the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the 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 the Company have confirmed the Compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Chairman & Managing Director of the Company which forms the part of this Report of the Directors. The Code of Conduct is available on the Company''s website at the link : http://www.competent-maruti.com/investorsarea/code-ethics.html

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and clause 49(III)(D)(4)(a) of the Listing Agreement in the preparation of the annual accounts for the year ended on March 31, 2015 and state that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year ended on that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure A & B and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, 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 accepted by the Board.

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 be accessed on the Company''s website at the link : http://www.competent-maruti.com/ investorsarea/CSR-Policy.pdf and is attached as Annexure D and forms the part of this Report of the Directors.

As per CSR Policy adopted by the Company, the Company intends to undertake different types of activities for CSR implementation. During the year, the Company has identified the areas of Development of Sports and education of Children & Women for its CSR activities and have contributed Rs. 23,00,000/- to Tug of War Federation of India, Child Help Foundation and Manav Rachna Educational Trust, implementing agencies. Since, the Company could not identify the appropriate implementing agency for the other CSR activities, as mentioned in CSR policy, there is shortfall of Rs. 1,73,045/- in contribution of CSR. Annual Report on CSR is enclosed herewith as Annexure E

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures by a whistle blower should be addressed to the Managing Director (MD) at the Registered Office of the Company. The MD shall submit a report about all Protected Disclosusres cases annually to the Audit Committee of the Company. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link : http://www.competent-maruti.com/investorsarea/Vigil-Mechanism.pdf

NOMINATION AND REMUNERATION COMMITTEE

The Committee is comprised of Mr. R. C. Murada as Chairman and Mr. Rohit Gogia and Mr. S. L. Tandon as members of the Committee. The Policy of Nomination and Remuneration is available on Company''s website www.competent-maruti.com and is enclosed as Annexure F.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Company has duly constituted Investors'' Grievances Committee and to comply with requirements of Companies Act, 2013 and Listing Agreement, the said committee was renamed as Stakeholders'' Relationship Committee. The Stakeholders'' Relationship Committee shall consider and resolve the grievances of security holders of the company.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in risk management framework. The Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure G to this Report.

MEETINGS OF THE BOARD

Nine 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

During the year the Company has invested Rs. 4.25 Crores (Rupees Four Crores Twenty Five Lacs only) in equity shares of Raj Chopra & Company Private Limited. The shares having face value of Rs. 10/- each were issued at a premium of Rs. 30/-each.

The Company has not given any loan to other body corporates or given any guarantees or provided any security in connection with a loan to any other body corporate or person.

INVESTOR EDUCATION AND PROTECTION FUND

In compliance with provisions of Section 124 of Companies Act, 2013 (erstwhile section 205A of the Companies Act, 1956), the Company has transferred Rs. 1,27,590/- to IEPF, being unpaid and unclaimed dividend for the FY 2006-07.

LISTING FEE OF SHARES

Your Company''s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2015-16 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment as required under Sections 139 & 141 of the Companies Act, 2013.

AUDITORS'' REPORT

The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

The Board has appointed M/s P P Agarwal & Co., Practicing Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, except the company has not filed two forms. This was mainly due to ambiguity in interpretation. However, the company would ensure in future that all the provisions are complied to the fullest extent.

INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 134(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 the year under review were Nil and Rs. 9.83 Lacs respectively as compared to Rs. Nil and Rs. 13.05 lacs in the previous year respectively.

The prescribed particulars of employees required under section 134(3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure I and forms the part of this Report of the Directors.

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has not been given here.

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 the company which have occurred between the end of the financial year of the company and date of the report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DETAILS OF SUBSIDIARIES AND THEIR PERFORMANCE

The company has no subsidiary, associate or joint venture company as defined under Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.competent-maruti.com/investorsarea/Related-Party- Transaction-Policy.pdf

Your Directors draw attention of the members to Note no. 32 & 38 to the financial statement which sets out related party disclosures.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Anti-Sexual Harassment Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* No. of complaints received : NIL

* No. of complaints disposed : NIL

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Banks, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board For Competent Automobiles Co. Limited

RAJ CHOPRA

Place: New Delhi Chairman & Managing Director Date : 30th May, 2015 DIN - 00036705


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting this 29th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2014 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2014 31-03-2013

Gross Income 80,956.26 78,850.47

Profit before Dep. & Tax 1,723.08 1,540.12

Less : Depreciation 361.97 391.84

Less :Provision for Taxation including deferred tax 443.59 369.31

Profit after tax 917.52 778.97

Add: Profits from Previous year 3,347.09 2,789.55

Profits available for appropriation 4,264.61 3,568.52

Less Appropriations Proposed Dividend including tax 71.90 71.43

Ta x Adjustments 20.12 -

Transfer to General Reserves 200.00 150.00

Closing Balance 3,972.59 3,347.09

OPERATIONAL AND FINANCIAL PERFORMANCE

The Financial Year 2013-14 was a tough year. Besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduced consumption. Demand growth in your Company''s product also slowed down in 2013-14 thus limiting top line development. In this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive in existing business.

Your Company has reported a turnover of Rs. 80956.26 Lacs in the Current Financial Year against the turnover of Rs. 78850.47 Lacs in the Previous Financial Year, registering a growth of 2.67%.

The Company''s profit before tax (PBT) is Rs. 1361.11 Lacs as compared to profit before tax of Rs. 1148.28 Lacs of previous year, registering a growth of 18.53%.

During the year 2013-14, your company sold 17604 Maruti Vehicles (including 205 Vehicles under Direct Billing) as compared with 17233 Maruti Vehicles (including 200 Vehicles under Direct Billing), sold during the previous year.

DIVIDEND

Keeping in view the current economic scenario and the future fund requirements of the Company, your directors are pleased to recommend a final dividend of Re.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2014, which if approved by shareholders at the forthcoming Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on book closure dates.

ACHIEVEMENTS

During the year, your Company has received following Awards & Recognition by Maruti Suzuki India Limited:

1. Platinum Dealer Award for Himachal Unit

2. Sales Growth Award for Group (Delhi & Himachal)

3. DGS & D Sales Runner-up for Delhi Unit

4. Alto & Wagon-R Category-D for Mandi

5. Best CSI Non-JDP City for Mandi

DIRECTORS

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors forms the part of the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) They have prepared the annual accounts for financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES

Your Company''s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2014-15 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were NIL and Rs. 13.05 Lacs as compared to Rs. NIL and Rs. 10.35 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS

Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Banks, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board

For Competent Automobiles Co. Limited

RAJ CHOPRA

Place: New Delhi Chairman & Managing Director

Date: 29th May, 2014 DIN – 00036705


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting this 28th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2013 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2013 31-03-2012

Gross Income 80,712.49 70,957.55

Profit before Dep. & Tax 1,540.12 1,433.25

Less : Depreciation 391.84 359.98

Less :Provision for Taxation including deferred tax 369.31 343.77

Profit after tax 778.97 729.50

Add: Profits from Previous year 2,789.55 2,283.60

Profits available for appropriation 3,568.52 3,013.10

Less Appropriations

Proposed Dividend including tax 71.43 71.43

Ta x Adjustments 2.12

Transfer to General Reserves 150.00 150.00

Closing Balance 3,347.09 2,789.55

OPERATIONAL AND FINANCIAL PERFORMANCE

2012-13 was a tough year. Besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduced consumption. Demand growth in your Company''s product also slowed down in 2012-13 thus limiting top line development. In this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive in existing business. Your Company has reported a turnover of Rs. 80712.49 lacs in the year under review against the turnover of Rs. 70957.55 lacs in the previous year. The Company''s profit before tax (PBT) is Rs. 1148.28 lacs as compared to profit before tax of Rs. 1073.27 lacs of previous year. During the year 2012-13, your company sold 17,233 Maruti Vehicles (including 200 Vehicles under Direct Billing) as compared with 17,655 Maruti Vehicles (including 721 Vehicles under Direct Billing), sold during the previous year.

DIVIDEND Keeping in view the current economic scenario and the future fund requirements of the Company, your directors are pleased to recommend a final dividend of Re.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2013, which if approved by shareholders at the forthcoming Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on book closure dates.

ACHIEVEMENTS Since the last directors report, your Company has received an award for ''Best Performance in Corporate Sales – Category-A'' from Maruti Suzuki India Limited.

DIRECTORS In accordance with the provisions of Articles of Association of the Company, Mr. R C Murada and Mr. S L Tandon, directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the forthcoming Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) They have prepared the annual accounts for financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited. Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES Your Company''s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2013-14 has been paid in advance by the Company.

AUDITORS The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL and Rs. 10.35 lacs as compared to Rs. NIL and Rs. 16.05 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

ACKNOWLEDGEMENT The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Banks, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board

For Competent Automobiles Co. Limited

Sd/-

RAJ CHOPRA

Date: 30th May, 2013 Chairman & Managing Director

Place: New Delhi DIN - 00036705


Mar 31, 2012

Dear Members,

The directors have pleasure in presenting this 27th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2012 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Gross Income 70,957.55 73,799.87

Profit before Dep. & Tax 1,433.25 1,349.27

Less : Depreciation 359.98 297.38

Less :Provision for Taxation including deferred tax 343.77 345.29

Profit after tax 729.50 706.60

Add: Profits from Previous year 2,283.61 1,815.33

Profits available for appropriation 3,013.11 2,521.93

Less Appropriations

Proposed Dividend including tax 71.43 71.67

Tax Adjustments 2.12 16.65

Transfer to General Reserves 150.00 150.00

Closing Balance 2,789.56 2,283.61

OPERATIONAL AND FINANCIAL PERFORMANCE

The Indian automobiles industry was adversely impacted by the general economic conditions in the country and across the globe in 2011-12. The financial year 2011-12 was a very challenging year for the passenger vehicle industry. After two years of high growth rate, the industry faced a demand slowdown in the market. However, healthy growth prospects and the strong fundamentals of the Indian economy would drive the auto industry's growth in the year ahead, though the industry may not attain the high growth rates that were recorded prior to 2011-12.

Your Company has reported a turnover of Rs. 70957.55 lacs in the year under review against the turnover of Rs. 73799.87 lacs in the previous year.

The Company's profit before tax (PBT) is Rs. 1073.27 lacs as compared to profit before tax of Rs. 1051.89 lacs of previous year.

During the year 2011-12, your company sold 17655 Maruti Vehicles (including 721 Vehicles under Direct Billing) as compared with 18,828 Maruti Vehicles (including 546 Vehicles under Direct Billing), sold during the previous year.

DIVIDEND

Keeping in view the current economic scenario and the future fund requirements of the Company, your directors are pleased to recommend a final dividend of Re.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2012, which if approved by shareholders at the forthcoming Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on book closure dates.

ACHIEVEMENTS

Since the last directors report, your Company has received an award for "Maximum sale in Fleet Sale" from Maruti Suzuki India Limited.

DIRECTORS

In accordance with the provisions of Articles of Association of the Company, Mr. Gopi Dargan, director of the Company, retires by rotation and being eligible offer himself for re-appointment at the forthcoming Annual General Meeting.

Mr. Atul Malhotra and Mr. Harish Mahajan have resigned from directorships of the Company w.e.f. 31st October, 2011 and 20th April, 2012 respectively. The Board acknowledged and placed on record its appreciation for contributions made by them during their tenure as directors of the Company.

Mr. Rohit Gogia and Mr. O. P. Tandon, were appointed as Additional Directors on the Board of Directors of Company with effect from 31st October, 2011 & 14th August, 2012 respectively and as such they hold office upto the date of forthcoming Annual General Meeting. The Company has received notices from members of the Company, as required under section 257 of the Companies Act, 1956, expressing their intention to propose names of Mr. Rohit Gogia & Mr. O. P Tandon as directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) They have prepared the annual accounts for financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES

Your Company's Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2012-13 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOR- EIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. Nil and Rs. 16.05 lacs as compared to Rs. Nil and Rs. 14.51 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS

Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Compa- nies (Acceptance of Deposits) Rules, 1975.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company's growth. The Directors also wish to thank the Government Authorities, Banks, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board

For Competent Automobiles Co. Limited

Sd/- Place: New Delhi RAJ CHOPRA

Date: 29th August, 2012 Chairman & Managing Director

DIN - 00036705






Mar 31, 2010

The directors have pleasure in presenting this 25th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

As a result of consistent strong growth in Automobile industry, the Companys operating results improved as compared to previous year. The details of Financial Hightlights are summarised below:

(Rupees in Lacs)

Particulars Year ended Year ended 31-03-2010 31-03-2009

Gross Income 63,455.61 56,628.15

Profit before Dep. & Tax 1,132.47 1,002.08

Depreciation 283.70 265.36

Provision for Taxation including deferred tax 305.57 273.45

Profit after tax 543.20 463.27

Add: Profits from Previous year 1,499.01 1,242.77

Profits available for appropriation 2,042.21 1,706.04

Proposed Dividend including tax 71.67 71.91

Tax Adjustments 5.21 5.13

Transfer to General Reserves 150.00 130.00

Balance carried to the Balance Sheet 1,815.33 1,499.00

PERFORMANCE

This financial year 2009-10 was one of the best years for growth and a variety of factors, including the stimulus package, lower interest rates and new model launches, helped the industry to register the growth.

Your Company has reported a record turnover of Rs. 63,455.61 lacs during the financial year 2009-10 against the turnover of Rs. 56,628.15 lacs of previous year.

The Companys profit before tax (PBT) is Rs. 848.77 lacs as compared to profit before tax of Rs. 736.72 lacs of previous year.

During the year 2009-10, your company sold 17280 Maruti Vehicles (including 732 Vehicles under Direct Billing) as compared with 15112 Maruti Vehicles (including 498 Vehicles under Direct Billing), sold during the previous year.

DIVIDEND

Keeping in view the current economic scenario and the future fund requirements of the Company, your directors are pleased to recommend a final dividend of Re. 1.00 per Equity Share of Rs.10/- each for the year ended 31st March, 2010, which if approved by shareholders at the ensuing Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on book closure dates.

ACHIEVEMENTS

Since the last directors report, the Company has received following awards from Maruti Suzuki India Limited in its Annual Dealers Conference:

Award for Highest Sales in North Zone;

Award for Best Performance in Institutional Sales Dealer (Growth);

Award for Best Performance in DGS & D Sales; and

Award for Innovative Usage of Dealer Mangement System (DMS).

DIRECTORS

The members are informed that Mr. Sidheshwar Dayal, a director of the Company passed away on 14th July, 2010. Your Board mourns his untimely demise and also wish to place on record its appreciation for eminent contribution made by him during his tenure as director of the Company.

In accordance with the provisions of Articles of Association of the Company, Mr. Harish Mahajan and Mr. Gopi Dargan, directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Mrs. Kavita Ahuja is the Whole-Time Director of the Company and her current tenure as Whole-Time Director will expire on 31st October, 2010. The Board of Directors re-appointed her as Whole-Time Director of the Company for a further period of five (5) years with effect from 1st November, 2010 subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2010, the applicable accounting stan- dards have been followed along with proper explanations relating to material departures;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) We have prepared the annual accounts for financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES

Your Companys Equity Shares are listed with Bombay Stock Exchange Limited (BSE) and Listing Fee for the year 2010-11 has been paid in advance by the Company.

AUDITORS

The Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOR- EIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the company during the year under review were Rs. Nil and Rs. 12.15 lacs as compared to Rs. Nil and Rs. 8.46 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS

Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Companys growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board For Competent Automobiles Co. Limited

Place: New Delhi RAJ CHOPRA

Date: 30 August, 2010 (Chairman & Managing Director)

 
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