Mar 31, 2023
The Directors have pleasure in presenting this 38th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year ended 31st March, 2023 is summarized below:
(Rs. in Lacs) |
||
Particulars |
Year ended 31-03-2023 |
Year ended 31-03-2022 |
Gross Income |
173863.96 |
125064.10 |
Profit before Dep. & Tax |
5377.62 |
5192.53 |
Less : Depreciation & Amortisation |
1934.34 |
2484.07 |
Less: Provision for Taxation including Deferred Tax and Reversal of MAT Credit |
970.20 |
762.93 |
Profit after tax |
2473.08 |
1945.53 |
Add: Surplus from Previous year |
22995.21 |
21111.14 |
Add: Other Comprehensive Income |
63.61 |
- |
Amount available for appropriation (A) |
25531.90 |
23056.67 |
General Reserve (B) |
3517.51 |
3517.51 |
Securities Premium Account (C) |
1431.65 |
1431.65 |
Sub-Total (A B C) |
30481.06 |
28005.83 |
Less Appropriations |
||
Transfer to General Reserves |
- |
- |
Dividend & tax thereon paid during the year |
61.46 |
61.46 |
Closing Balance |
30419.60 |
27944.37 |
PERFORMANCE
Your Company has reported Total Income from Operations of Rs. 1,73,152.97 Lacs in the Current Financial Year against Total Income from Operations of Rs. 1,24,557.24 Lacs in the Previous Financial Year.
The Companyâs profit before tax is Rs. 3443.28 Lacs as compared to profit before tax of Rs. 2708.46 Lacs of previous year.
During the year 2022-23, your company sold 28,404 (including 397 vehicles sold through Direct Billing) Maruti Vehicles as compared with 22,843 (including 248 vehicles sold through Direct Billing) Maruti Vehicles, 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/- per Equity Share of Rs. 10/- each for the year ended 31st March, 2023, 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
NIL amount to be transferred to the reserves.
During the year, your Company has received following Awards & Recognition by Maruti Suzuki India Limited:
List of Awards for the 2022-23 in C1 & C2 Region
S. No. |
Name of Award Title |
ARENA |
|
1 |
Platinum Dealer Award |
2 |
Achivers Club 2023 |
3 |
Highest Growth in MI 1st Year ARENA Central 1 |
4 |
Highest Growth in ADD ONS - ARENA Central 1 |
5 |
Highest Grwoth in Web Penetration MI - ARENA Central 1 |
6 |
Highest Enquiry to Evaluation (Walk-in Web) - ARENA Central 1 |
7 |
Maximum Months with Zero Clustomer Complaints - ARENA Central 2 |
8 |
Highest Celerio Contribution to Retail - ARENA Central 2 |
9 |
Highest Finance Penetration - ARENA Central 2 |
10 |
Highest Manpower Productivity - ARENA Central 1 |
11 |
Highest Retail Share in Central Cluster - ARENA Central 1 |
12 |
Highest Number of Bulk Deals in GEM Vehicles - ARENA Central 1 |
NEXA |
|
1 |
Zeta Dealer Award |
2 |
Highest Increase in Retail Share in West Delhi Cluster - NEXA Central 1 |
3 |
RM Award NEXA Winner - NEXA Dilshad Garden |
4 |
Highest Increase in Retail Share in East Delhi Cluster - NEXA Dilshad Garden |
5 |
Highest Growth in Ciaz Sales - NEXA Dilshad Garden |
6 |
Highest Growth in Baleno Sales - NEXA Dilshad Garden |
7 |
Highest Growth in Volumes > 90 Monthly Volume - NEXA Dilshad Garden |
8 |
Qulality Achievers Club Champions - NEXA Dilshad Garden |
9 |
NEXA Elites Championshiop Sept.22 Runner-up-Group-A- Wazirpur |
10 |
NEXA GEM Sales - Wazirpur |
11 |
Mission 4000 Baleno XL6 Bookings Winner Group-A - NEXA Dwarka |
12 |
Best Performance in WOI Segment - NEXA Dwarka |
13 |
Highest Increase in Retail Share in West Delhi Cluster - NEXA Dwarka |
DIRECTORS AND KEY MANAGERIAL PERSONS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the Listing Regulations). The Board is also of the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 & Listing Regulations making them eligible to act as Independent Directors.
In terms of appointment of Mrs. Kavita Ahuja, and as required under Companies Act, 2013, Mrs. Kavita Ahuja shall retire by rotation, being longest in the office, and being eligible, she offers herself for re-appointment. The Board recommends her re-appointment.
The Boards recommends the above reappointment of Directors in the ensuing Annual General Meeting. Brief resume of the Directors seeking re-appointment is given in Corporate 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 |
Siddhant Mehra |
Chief Financial Officer |
Cessation |
July 02, 2022 |
2 |
Krishan Kumar Mishra |
Company Secretary & Compliance Officer |
Cessation |
July 05, 2022 |
3 |
Badri Nath |
Chief Financial Officer |
Appointment |
July 05, 2022 |
4 |
Ravi Arora |
Company Secretary |
Appointment |
July 05, 2022 |
5 |
Badri Nath |
Chief Financial Officer |
Cessation |
March 31, 2023 |
6 |
Deepak Mehta |
Chief Financial Officer |
Appointment |
April 01, 2023 |
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include 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.
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.
The Chairman and Managing Director have given a declaration that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code. The Code of Conduct is available on the Companyâs website www.competent-maruti.com.
Annual Return of the Company can be accessible at www.competent-maruti.com/annual_return
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of the Companies Act, 2013 and the Listing Regulations in the preparation of the annual accounts for the year ended on March 31, 2023 and state that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
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.
Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to the Listing Regulations 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 the Listing Regulations, is enclosed as Annexure C and forms an integral part of this report.
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 Companyâs website: www.competent-maruti.com and is enclosed as Annexure D and forms the part of this Report of the Directors.
During the year, the CSR has been implemented by the Company. The Company has made contribution to Akashiganga Foundation. The total contribution made to the implementing agency is Rs. 50,00,000/- (Rupees Fifty Lakhs only). Annual Report on CSR is enclosed herewith as Annexure E.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations. Protected Disclosures by a whistle blower should be addressed to the MD at the Registered Office of the Company. The MD shall submit a report about all PD cases annually to the Audit Committee of the Company. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs 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 is available on Companyâs website www.competent-maruti.com and is enclosed as Annexure F.
STAKEHOLDERSâ RELATIONSHIP COMMITTEE
The Stakeholdersâ Relationship Committee shall consider and resolve the grievances of security holders of the company.
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 other body corporates or given any guarantees or provided any security in connection with a loan to 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, 2013, the Company has transferred Rs. 1,10,883/- to IEPF, being unpaid and unclaimed dividend for the FY 2014-15.
Your Companyâs Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2023-24 has been paid in advance by the Company.
M/s Dinesh Mehta & Co., Chartered Accountants, (Firm Registration No. 000220N), were appointed as the Statutory Auditors of the Company at the 37th Annual General Meeting (âAGMâ) of the Company held on September 20, 2022, to hold office from the conclusion of the 37th AGM till the conclusion of the 42th AGM.
The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.
The Board has appointed M/s P. P. Agarwal & Co., Practicing Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure G to this Report. The Secretarial Audit Report does not contain any 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 therefore 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 company has no foreign exchange earnings and expenditure of the Company during the year under review.
As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure H. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.
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 & RISK MANAGEMENT
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.
Further, the Board has risk management plan in place and the board reviews the same on continuous basis.
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 armâs 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 Companyâs website: www.competent-maruti.com
Your Directors draw attention of the members to Note no. 36 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 Internal Compliant Committee in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The 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 2022-23.
- No. of complaints received : 0
- No. of complaints disposed : 0
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 Companyâs growth. The Directors also wish to thank the Government Authorities, Banks, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting this 33rd Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year ended 31st March, 2018 is summarised below:
(Rs. in Lacs)
Particulars |
Year ended 31-03-2018 |
Year ended 31-03-2017 |
Gross Income |
135647.51 |
124402.70 |
Profit before Dep. & Tax |
10896.44 |
2406.05 |
Less : Depreciation |
759.18 |
523.60 |
Less: Provision for Taxation including deferred tax |
1925.54 |
672.27 |
Profit after tax |
8211.72 |
1210.18 |
Add: Surplus from Previous year |
6653.30 |
5825.63 |
Amount available for appropriation |
14865.02 |
7035.81 |
Less Appropriations |
||
Tax Adjustments |
- |
58.54 |
Transfer to General Reserves |
250.00 |
250.00 |
Dividend & tax thereon paid during the year |
73.97 |
73.97 |
Closing Balance |
14541.05 |
6653.30 |
PERFORMANCE
Your Company has reported total revenue of Rs. 135647.51 Lacs in the Current Financial Year against total revenue of Rs. 124402.70 Lacs in the Previous Financial Year, registering a growth of 9.04%.
The Companyâs profit before tax is Rs. 10137.26 Lacs as compared to profit before tax of Rs. 1882.45 Lacs of previous year. The current yearâs profit includes a profit of Rs. 78.64 Crores on account of sale of land situated at Goa.
During the year 2017-18, your company sold 26,793 Maruti Vehicles (including 1235 Vehicles under Direct Billing) as compared with 24,100 Maruti Vehicles (including 452 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, 2018, 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:
ALL INDIA
1. Highest Sales - All Catagory (DGS&D)
DELHI-NCR REGION
1. EBR AWARD - Highest Enquiry Through Digital Source - C-1
2. SERVICE AWARD - Maximum Reduction in Complaints - C-2
3. ISL - Performance Award - Biggest Single Bulk Deals - C-1 & C-2
HIMACHAL PRADESH REGION
1 Overall ISL Performance Winner
2 Dealer With Highest Market Share Increase Annual Award 2017-2018
3 Territory With Highest Market Share (Minimum 4 Competetors Billing)
4 Highest Walkin Conversion Ratio%
5 Highest Swift Dzire Wholesale Growth
6 Best E-Outlet
7 Best BSC Parameters
8 Overall Best Performance (Arena & Nexa)
9 Highest Ertiga Wholesales Grpwth
10 Best SSI Score
11 Highest Service Load Growth
12 ZSH Award Zonal Service Head
13 Lowest Manpower Attrition
14 Best POC Sales Mandi
15 Best RB To Exchange
16 Best TV Sales Hamirpur
17 Dealer With Highest GNA/CAR
18 Dealer With Highest Exchange Pentration S Cross
19 Dealer With Minimum Post Sales Complaints CC/100
20 Dealer With Highest Baleno Sale In The City
21 Best MGA Performance
22 Highest Baleno Retail
23 Dealer In City With Best Baleno - i20 Ratio
24 Dealer Exchange Sales Penetration S-Cross
25 Dealer With Highest Nexa Sales Retail (Overall Volume)
26 Highest Overall GNA/Vehicle In Period Oct 2017
27 Highest Overall GNA/Vehicle In Overall Period Feb 2018
28 Highest Overall GNA/Vehicle In Overall Period Mar 2018
29 Black Belt Winner
30 Certificate of Appreciation
DIRECTORS AND KEY MANAGERIAL PERSONS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director, in compliance with the provisions of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the Listing Regulations). The Board is also of the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 & Listing Regulations making them eligible to act as Independent Directors.
In terms of appointment of Mr. K. K. Mehta, and as required under Companies Act, 2013, being longest in the office Mr. K. K. Mehta shall retire by rotation, being longest in the office, and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.
During the year, Mr. Badri Nath had resigned from the post of Chief Financial Officer and Mr. Vijay Kumar Sharma was appointed as Chief Financial Officer of the Company w.e.f. June 26, 2017.
Apart from above, there was no change in Key Managerial Personnel of the Company.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include 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.
The Chairman and Managing Director have given a declaration that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code. The Code of Conduct is available on the Companyâs website www.competent-maruti.com.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of the Companies Act, 2013 and the Listing Regulations in the preparation of the annual accounts for the year ended on March 31, 2018 and state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
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 the Listing Regulations Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure A & B and forms an integral part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Management Discussion and Analysis, as required under the Listing Regulations, 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 Companyâs website: www.competent-maruti.com and is attached as Annexure D and forms the part of this Report of the Directors.
During the year, the CSR has been implemented by the Company. The Company has made contribution to Hans Vahini Shiksha Samiti. The total contribution made to the implementing agency is Rs. 39,00,000/- (Rupees Thirty Nine Lacs only). 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 Regulations. Protected Disclosures(PD) by a whistle blower should be addressed to the MD at the Registered Office of the Company. The MD shall submit a report about all PD cases annually to the Audit Committee of the Company. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs 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. S. L. Tandon as members of the Committee. The Policy of Nomination and Remuneration is available on Companyâs website www.competent-maruti. com and is enclosed as Annexure F.
STAKEHOLDERSâ RELATIONSHIP COMMITTEE
The Stakeholdersâ Relationship Committee shall consider and resolve the grievances of security holders of the company.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is available at Companyâs website www.competent-maruti.com
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 other body corporates or given any guarantees or provided any security in connection with a loan to 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, 2013, the Company has transferred Rs. 83,889/- to IEPF being unpaid and unclaimed dividend for the FY 2009-10.
LISTING FEE OF SHARES
Your Companyâs Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2018-19 has been paid in advance by the Company.
AUDITORS
As per section 139 of the Companies Act, 2013 read with Rules made thereunder, the Statutory Auditors of the Company, M/s Ambani & Associates LLP (FRN 016923N), Chartered Accountants, New Delhi, has been appointed for the five years period subject to the ratification by the members in every Annual Meeting.
Consequent to Commencement of the Companies (Amendment) Act, 2017, it is not necessary to place ratification of Auditors to the members of the Company; therefore, the Auditors are appointed for a period of 5 years. without the ratification by the members.
AUDITORSâ 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 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure G to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
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. 10.40 Lacs respectively as compared to Rs. Nil and Rs. 20.54 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 Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure H and forms the part of this Report of the Directors.
Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. As per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the shareholders of the Company and others entitled thereto, excluding the statement on particulars of employees. The Copies of said Statements are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting. Any members interested in obtaining such details may write to the Secretarial Department at the Registered Office of the 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 the company which have occurred between the end of the financial year of the company and date of the report.
INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT
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.
Further, the Board has risk management plan in place and the board reviews the same on continuous basis.
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 armâs 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 Companyâs website : www.competent-maruti.com
Your Directors draw attention of the members to Note no. 41 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 2017-18
- 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 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 Companyâs 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
Place: New Delhi Raj Chopra
Date: 30th May, 2018 Chairman & Managing Director
DIN - 00036705
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting this 31st Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year ended 31st March, 2016 is summarized below:
(Rs. in Lacs)
Particulars |
Year ended 31-03-2016 |
Year ended 31-03-2015 |
Gross Income |
1,04,425.53 |
92,564.34 |
Profit before Dep. & Tax |
2,356.76 |
2,240.81 |
Less : Depreciation |
478.04 |
630.07 |
Less :Provision for Taxation including deferred tax |
595.43 |
449.82 |
Profit after tax |
1,282.85 |
1,160.92 |
Add: Profits from Previous year |
4,804.19 |
3,972.59 |
Profits available for appropriation |
6,087.04 |
5,133.50 |
Less Appropriations |
||
Proposed Dividend including tax |
73.97 |
73.75 |
Tax Adjustments |
6.45 |
5.56 |
Transfer to General Reserves |
250.00 |
250.00 |
Closing Balance |
5,756.61 |
4,804.19 |
PERFORMANCE
Your Company has reported a turnover of Rs. 104425.53 Lacs in the Current Financial Year against the turnover of Rs. 92564.34 Lacs in the Previous Financial Year, registering a growth of 12.81%
The Companyâs profit before tax (RBT) is Rs. 1878.28 Lacs as compared to profit before tax of Rs. 1610.73 Lacs of previous year, registering a growth of 16.61%.
During the year 2015-16, your company sold 22,554 Maruti Vehicles (including 1,115 Vehicles under Direct Billing) as compared with 20,066 Maruti Vehicles (including 847 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, 2016, 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. Rlatinum Dealer Award for Himachal Rradesh 2. Gold Dealer Award for Delhi / NCR Region
3. Best DGS & D Sales Award for Delhi / NCR Region 4. Alpha Dealer Award for NEXA-Delhi Region
DIRECTORS AND KEY MANAGERIAL PERSONS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the Listing Regulations). The Board is also of the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 & Listing Regulations making them eligible to act as Independent Directors.
In terms of appointment of Mr. K. K. Mehta, as required under Companies Act, 2013, Mr. K. K. Mehta shall retire by rotation, being longest in the office, and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.
The Board, upon recommendation of Nomination and Remuneration Committee, had re-appointed Mrs. Kavita Ahuja, Whole - Time Director w.e.f. November 01, 2015, subject to the approval of members in forthcoming general meeting. The Board recommends her re-appointment.
There is no change in Key Managerial Personnelâs of the Company.
The Company has devised a Rolicy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the independent directors and executive directors. Based upon the Rolicy 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.
The Chairman and Managing Director have given a declaration that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code. The Code of Conduct is available on the Companyâs website www.competent-maruti.com.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of the Companies Act, 2013 and the Listing Regulations in the preparation of the annual accounts for the year ended on March 31, 2016 and state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
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 Regulation 34 of the Listing Regulations, 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 the Listing Regulations, 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 Companyâs website: www.competent-maruti.com and is attached as Annexure D and forms the part of this Report of the Directors.
During the year, the CSR has been implemented by the Company. The Company has made contribution to Himalayan Institute Hospital Trust. The total contribution made to the implementing agency is Rs. 29,00,000/- (Rupees Twenty Nine Lacs only). 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 Regulations. Rrotected disclosures by a whistle blower should be addressed to the MD at the Registered Office of the Company. The MD shall submit a report about all RD cases annually to the Audit Committee of the Company. The Rolicy on vigil mechanism and whistle blower policy may be accessed on the Companyâs 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. S. L. Tandon as members of the Committee. The Rolicy of Nomination and Remuneration is available on Companyâs website www.competent-maruti. com and is enclosed as Annexure F.
STAKEHOLDERSâ RELATIONSHIP COMMITTEE
The Stakeholdersâ Relationship Committee shall consider and resolve the grievances of security holders of the company.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure G to this Report.
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
During the year the Company has invested Rs. 22.25 Crores (Rupees Twenty Two Crores Twenty Five Lacs only) in equity shares of Raj Chopra & Company Rrivate 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 corporate 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, the Company has transferred Rs.73,403/- to IERF being unpaid and unclaimed dividend for the FY 2007-08.
LISTING FEE OF SHARES
Your Companyâs Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2016-17 has been paid in advance by the Company.
AUDITORS
The Statutory Auditors of the Company, M/s Dinesh Mehta & Co. (FRN 000220N), Chartered Accountants, New Delhi, hold office till the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under. The Audit Committee and the Board of Directors recommends the re-appointment of M/s Dinesh Mehta & Co. (FRN 000220N), Chartered Accountants as the Statutory Auditors of the Company in relation to the financial year 2016 -17 till the conclusion of the next Annual General Meeting. The re-appointment proposed is within the time frame for transition under the third provision to sub-section (2) of Section 139 of the Companies Act, 2013.
AUDITORSâ 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 R R Agarwal & Co., Practicing Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INFORMATION PURSUANT TO SECTIONS 134 & 197 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. 20.83 Lacs respectively as compared to Rs. Nil and Rs. 9.83 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 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 Rubric 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 & RISK MANAGEMENT
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.
Further, the Board has risk management plan in place and the board reviews the same on continuous basis.
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 armâs 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 Companyâs website at the link: www.competent-maruti.com
Your Directors draw attention of the members to Note no. 32 & 34 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 2015-16.
- No. of complaints received : 2
- No. of complaints disposed : 2 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 Companyâs 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
Chairman & Managing Director
DIN - 00036705
Place: New Delhi
Date: 30th May, 2016
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 Â 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)