DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting this 30th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2015. 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 <http://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 Chairman & Managing Director DIN - 00036705 Place: New Delhi Date: 30th May, 2015 |