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Directors Report of Coventry Coil-O-Matic (Haryana) Ltd.

Mar 31, 2010

The Directors have the pleasure in presenting the 22nd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In lacs)

2009-10 2008-09

Turnover 3,240.09 3,239.11

Other Income 28.77 46.63

lncrease/(Decrease) in Stocks 30.21 (13.03)

TOTAL 3,299.07 3,272.71

Profit before Interest, Depreciation & Taxes 111.71 (123.56)

Less: Interest 6.09 9.53

Gross Profit 105.62 (133.09)

Less: Depreciation 73.09 75.36

Profit Before Tax 32.53 (208.45)

Less: Provision For Tax (Including Deferred Tax) (21.16) (67.37)

Profit After Tax 11.37 (141.08)

General Reserve - -

Debit Balance from Balance Sheet (257.70) (116.62)

Employees Benefit - -

Balance Carried to Balance Sheet (246.33) (257.70)

OPERATIONS

During the year ended 31st March 2010, the Gross Sales of your Company increased by marginally about 1% amounting to Rs. 3299.07 lacs. Profit before Interest, Depreciation and Taxes was Rs. 111.71 lacs against a loss of Rs. 123.56 lacs and net Profit was at Rs 11.37 lacs compared with the loss of Rs. 141.08 lacs for the preceding year.

Due to uncertainty of the Court Cases against your Company, the performance for the first 7 to 8 months was very much below expectations and behind that of the previous year. However on 21st August 2009, The Punjab and Haryana High Court, Chandigarh delivered a stay against the Asset Recovery Company from taking possession of your Company. This resulted as a moral booster to all the employees of your Company, and from end November- 2009, the performance of your Company improved drastically which enabled it to out-do the overall performance of preceding year.

COURSE OF BUSINESS AND OUTLOOK

As required under the Corporate Governance, the Management Discussion and Analysis Report, which is form- ing a part of this report, is a reflection of the current state of your Companys Business. The report also deals with the opportunities and challenges faced by your Company and the outlook for the future.

DIRECTORS

In terms of Article 136 of the Articles of Association of the Company, Mr. Arun Mittal, Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and have made judge- ments 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 or loss of the Company for that period.

3. proper and sufficient care has been taken 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 fraud and other irregularities;

4. the annual accounts of the Company have been prepared on a going concern basis. I 4|

COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956, the Compliance certificate as at 31st March, 2010 is attached herewith.

CORPORATE GOVERNANCE

Your Company has been following the principles and practices of good Corporate Governance. The Company has complied with Corporate Governance requirement, as stipulated under Clause 49 of the Listing agreement of Stock Exchange.

A separate report on Corporate Governance, together with a certificate from the statutory auditors confirming compliance with corporate governance requirement, has been annexed as part of this report. *

INDUSTRIAL RELATIONS

The Company continues to have cordial relations with its employees and the Board records its appreciation of the commitment and support of employees at all levels.

AUDITORS AND AUDITORSREPORT

M/s Singhi & Co., Chartered Accountants, Auditors of the Company, retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointmeht.

Replies to the Qualifications given by the Auditors are set out in Annexure -1 forming part of this Report.

All other observations of the Auditors have already been dealt with in the respective Notes on Accounts and need no further clarifications.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

In pursuance of the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the required particulars are set out in the Annexure - II forming part of this Report.

LISTING

The shares of your Company are listed on Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges, and pursuant to Clause 38 of the Listing Agreement, the Annual listing fee for the 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 Listing Agreement is included in the Annual Report.

ACKNOWLEDGMENTS

Your Directors would like to express their grateful appreciation for the co-operation and support extended to the Company by its Customers and various agencies of the Central Government, State Government of Haryana and the Financial Institutions and Banks..

Your Directors wish to place on record their sincere appreciation for the devoted services of all its employees and also express their gratitude to the member-shareholders for their continued patronage.

for and on behalf of the Board

Date: 25th August, 2010 ARUN MITTAL R.M.BAFNA

Place: Rewari Director Whole-time Director

 
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