Dear Members,
Your 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 Companys 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.
ACHIEVEMENTS
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.
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 Companys website www.competent-maruti.com.
Annual Return of the Company can be accessible at
www.competent-maruti.com/annual_return
DIRECTORS 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.
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
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
Companys 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.
VIGIL MECHANISM
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 Companys 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 Companys website www.competent- maruti.com and is enclosed as Annexure F.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee shall consider and resolve the grievances of
security holders of the company.
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. 1,10,883/- to IEPF, being unpaid and unclaimed dividend for the FY
2014-15.
LISTING FEE OF SHARES
Your Companys 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.
AUDITORS
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
("AGM") 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.
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 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.
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 arms 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 Companys 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
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, 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: 31.07.2023 |
DIN - 00036705 |
+91-9892691696
