Coventry Coil-O-Matic (Haryana) Ltd

TO THE MEMBERS,

Your Directors have the pleasure in presenting the 24th Annual Report and theAudited Accounts of the Company for the year ended 31st March 2012.

OPERATIONS

During the year ended 31st March 2012, the Gross Sales of your Company decreasedmarginally by about 4.89% amounting to Rs. 3874.62 Lakhs. Profit before Interest,Depreciation and Taxes was Rs. 158.05 Lakhs against PBIDT of Rs. 132.63 Lakhs during thelast year and net Profit was at Rs 99.54 Lakhs compared with the profit of Rs. 37.10 Lakhsfor the preceeding year.

Due to slump in the Auto Sector for the period of 5 months (July 2011 to November 2011)the overall perfomance of the Company was considered fairly good for the year 2011-12which may have been excellent, had better conditions prevailed.

COURSE OF BUSINESS AND OUTLOOK

As required under the Corporate Governance, the Management Discussion and AnalysisReport, which is forming a part of this report, is a reflection of the current state ofyour Company's Business. The report also deals with the opportunities and challenges facedby your Company and the outlook for the future.

DIRECTORS

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

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2aA) of the Companies (Amendment) Act, 2000, the Directorsconfirm that :

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

2. appropriate accounting policies have been selected and applied them consistently andhave made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit or loss of the Company for that period

3. proper and sufficient care has been taken for the maintenance of adequate accountingprevious accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the annua! accounts of the Company have been prepared on a "going concernbasis".

COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956, the Compliance certificate as at 31stMarch, 2012 is attached herewith.

CORPORATE GOVERNANCE

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

A separate report on Corporate Governance, together with a certificate from thestatutory auditors confirming compliance with corporate governance requirement, has beenannexed as part of this report.

INDUSTRIAL RELATIONS

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

AUDITORS AND AUDITORS' REPORT

M/s Singhi & Co., Chartered Accountants, Auditors of the Company, retire at theforthcoming Annual General Meeting of the Company and being eligible, offer themselves forre-appointment.

Replies to the Qualifications given by the Auditors are set out in Annexure - I formingpart of this Report.

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

PARTICULARS OF EMPLOYEES

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

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

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

LISTING

The shares of your Company are listed on Delhi, Mumbai, Calcutta and Ahmedabad StockExchanges, and pursuant to Clause 38 of the Listing Agreement, the Annual listing fee forthe Current Financial Year has been paid to them well before the due date.

CASH FLOW STATEMENT

A Cash Flow Statement, as required by an amended Clause of the Stock Exchange ListingAgreement is included in the Annual Report.

ACKNOWLEDGMENTS

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

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

for and on behalf of the Board

(A) OBSERVATIONS MADE IN THE AUDITORS' REPORT Para vi

In our opinion and to the best of our information and according to the explanationgiven to us, and subject to Note No. 21 (B)-(viii) of other notes regarding non-provisionsof Interest & Other Charges on Secured Loans taken from Financial Institutions/BanksRs. 9,56,40,344 as per interim order of the divisional bench of the Punjab and HaryanaHigh Court, Chandigarh had the Provision been made, the Profit for the year after tax Rs.99,54,456/- would have resulted in loss Rs. 8,56,85,888/-, Reserve & Surplus (Balanceof Profit and Loss account) would have been Rs. 3,66,99,382/- insteadof Rs. 1,10,13,494/- and read with Other notes thereon give the information required bythe Companies Act, 1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India.

Reply

The Company continues to be embroiled in various litigation cases before differentauthorities, detail of which including their current status, has been elaborated in NoteNos (viii) of Note 21(B) annexed to the Statement of Account. In view of the complexities& uncertainties involve in the cases and the impact thereof not being quantifiable,the Auditors' of the Company have expressed their inability to express their opinion asregards to the true and fair view in conformity with the accounting principles generallyaccepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2012.

(b) in the case of the Statement of Profit & Loss account, of the Profit of theCompany for the year ended on that date and

(c) in the case of Cash Flow Statement, of the cash flows of the Company for the yearended on that date.

Company is hopefull that the action invoked under SARFAESI Act would be ultimatilydeclared unsustainable and void by the Courts and the Court would declared the superfluoushigh demands raised by the Kotak Mahindra Bank Ltd. and Alchemist Asset ReconstructionCompany Limited (formerly known as Dhir & Dhir Assets Reconstruciton andSecuritisation Company Limited)

According to the records of the Company, the Company Is Irregular in depositingundisputed statutory dues including provident fund, employees' state insurance, sales-tax,excise duty, cess and other statutory dues applicable to it with the appropriateauthorities.

There is no undisputed outstanding statutory dues as at the year end for a period ofmore than six months from the date they became payable.

Reply

For the better part of 2011-12, the continued recession in the market resulted in theCompany facing short-term financial crisis. Consequently, there was a minor disruption inthe cycle of such deposits in the beginning of the year. However despite the delays, theCompany has deposited full & proper statutory dues to appropriate authorities for theyear ended 31st March, 2012. The Company has no any pending statutory dues.

(ii) Para (xi)

In regard to the default in repayment of Term Loan, the divisional bench of Punjab andHaryana High Court, Chandigarh has passed an interim order of total long term loan,interest etc. for Rs. 18,50,00,000/- The Company has not made any provision duringthe year for balance amount of Rs 95640344/- as referred to in Note No.21(B)-(viii) of other Notes'.

Reply

The matter has been discussed in (A) above

ANNEXURE-II

INFORMATION AS PER SECTION 217(1 )(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMINGPART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31^st MARCH 2012.

A. CONSERVATION OF ENERGY

The Company's operations involve low energy consumption. Wherever possible, energyconservation measures have already been implemented and there are no major areas wherefurther energy conservation measures can be taken. However, efforts to conserve andoptimize the use of energy through improved operational methods and other means willcontinue.

FORM 'A' (See Rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

CONSUMPTION PER UNIT OF PRODUCTION - PRODUCT (SPRING)

a) Research & Development:

(1) Specific areas in which R & D is carried out by the Company:

• Development of springs using higher tensile strength than its existing range byimprovements on the manufacturing process.

• Improvement in wire processing line for better surface finish and reducingbreakages and warranties.

(2) Benefits derived as a result of the above R&D:

• Development of new markets due to capability of manufacturing springs withhigher range wire diameter and improved Suspension systems.

(3) Future plan of action:

• Review of existing products for further developing cost effective products forother market areas.

• Improvising its present manufacturing facilities for attaining higher marketshare.

(4) Expenditure on R & D:

• As Research & Development is carried out by concerned areas, no separateaccounts are, therefore, maintained.

b) Technology absorption, adaptation & innovations:

(1) Efforts towards technology absorption, adaptation and innovation:

• Increasing production efficiency by improving material handling systems andreducing stage work -in-process.

(2) Benefits derived as a result of above efforts:

• Reduced development time for now products.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

for and on behalf of the Board