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

Your Directors have pleasure in presenting the 33rd Annual Report together with the audited accounts and the Reports of the Auditors for the year ended 31st March 2021.

OPERATIONS AND FINANCIAL RESULTS:

The financial working results for the year are as under: -

Particulars For the yearended 31st March 2021 For the year ended 31st March 2020
Revenue from Operations 3,909.55 4546.07
Other Income 17.66 22.72
Total Income 3,927.21 4568.78
Operating Profit (PBDIT)* 7.73 324.44
Gross Profit (PBDT)* 14.58 305.17
Profit/loss before Tax (48.44) (211.89)
Other Comprehensive I ncome / (Loss) 7.93 (7.86)
Balance carried to Balance Sheet (40.51) (219.76)
Other Equity - Closing Balance (1704.60) 1664.08)

*excluding Exceptional Items

The year 2021-22 was a very uncertain & extremely tough year for the Company. The Indian Automotive industry faced one of its most difficult years in FY 2020-21. The overall slowdown in demand, BS-VI compliance burden on costs and timeline, and outbreak of COVID-19 pandemic weighed heavily on the entire industry and particularly on our Company. Moreover, Increase in Labour costs,Increase in Legal fees and in addition to that the cost of Inputs was also raised Consequently, the Company witnessed negative growth and we witnessed a decrease of around 14.22% of turnover when compared with last year Turnover.

There was no change in the business of the Company.

There are no material changes and commitments affecting the financial position of the Company. The Company did not transfer any amount to General Reserve.

COVID 19 IMPACT

The second wave in Covid-19 now exceed 3 lakh cases per day across India. A complete lockdown, likethe last time, is not yet enforced. While fear, economic uncertainty and disruptions continue to impactthe already fragile business environment and our operations, the full impact of this cannot be assessedat this point of time. However, this does not affect the going concern status of the Company.

However, your directors are hopeful to post better result during the year 2021-22

MANAGEMENT

Following are the disclosures required in respect of Management of the Company.

a. Retirement by rotation

Pursuant to Article 136 of the Articles of Association of the Company and Section 149, 152 and other applicable provisions if any of the Companies Act, 2013, one third of such of the Directors as are liable to retire by rotation, shall retire every year at the Annual General Meeting and if eligible, may offer themselves for re-appointment. Consequently Mr.R M Bafna, Whole Time Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment in accordance with the provisions of Companies Act, 2013.

Your Directors recommend her reappointment at the ensuing Annual General meeting.

b. Changes in Directors and Key Managerial Personnel

During the year Ms. Princy Agarwal resigned as Company Secretary with effect from 9th June 2020 and Ms. Zeba Shaukat was appointed as Company Secretary of the Company on 01st September 2020. Mr. R. P. Verma resigned as Chief Finance Officer on 13th February 2021 and Mr. K. K. Sharma was appointed as Chief Finance Officer of the Company on 13th February 2021.There was no other change in the Directors and Key Managerial Personnel of the Company during the year.

c. Declaration by an Independent Director(s) and re-appointment

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (7) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Formal Annual Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 8 of the Companies (Accounts) Rules, 2014, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of Directors on various parameters such as

• Board Dynamics and relationships

• Information flows

• Decision making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and Committees effectiveness

• Peer evaluation

The Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board & Nomination & Remuneration Committee. The Board approved the evaluation results as collated by the Nomination & Remuneration Committees.

e. Directors Remuneration & Mean Remuneration of Employees

The numbers of permanent employees on the rolls of the company are 108.

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration Managing and Whole Time Director to the median remuneration of the employees of the Company for the Financial Year ended 31st March 2021 are as under:

Remuneration of Managing Director Rs. 1,87,500/- p.m.

Mean Remuneration of the Employees of the Company: Rs.29,345/- p.m.

The Managing Director and Whole Time Director of the Company are not drawing any commission from the Company. The Company is not having any Holding, subsidiary or Associate Company.

INDEPENDENT DIRECTORS

The Company is having two Independent Directors (including one Women Independent Director) namely Mr. Atul Kumar Chaturvedi and Ms. Rajni Sharma. As per the provisions of section 149(4) the Company is required to have one third of Directors as Independent Director and the Company is having two Directors as Independent Director out of Four Directors. Moreover as the paid up Share Capital of the Company is Rs. 4,50,80,000 and its net worth is less than Rs. 25 crores and the regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

DIVIDEND

In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year 2020-21.

SUBSIDIRY, JOINT VENTURES & ASSOCIATE COMPANIES

The Company is not having any subsidiary, joint ventures or Associate Companies. Accordingly a Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures as Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is not applicable.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Internal Financial Control has been designed to provide for:

• Adoption of Accounting policies in line with applicable Accounting standards

• Proper recording of transaction with internal checks and reporting mechanism.

• Compliance with applicable statutes, policies, management policies and procedures.

The Management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, whenever necessary.

DISCLOSURES

Meetings of the Board

Four meetings of the Board of Directors were held during the year as per details as hereunder:

S. No. Date of Board Meeting Strength of Board Nos. of Directors present
1. 30.06.2020 Four Directors Four Directors
2. 15.09.2020 Four Directors Four Directors
3. 11.11.2020 Four Directors Three Directors
4. 13.02.2021 Three Directors Three Directors

Meetings of the Committee of Board

The Company is having Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee.

Audit Committee

Audit Committee is comprised of Mr. Atul Kumar Chaturvedi, Independent Director as Chairman, Mr. R. M. Bafna, Managing Director, as Member and Ms. Rajni Sharma, Independent Director as Member.

During the year, the Audit Committee held Four Meetings which were attended by all the Members of the Committee. The Audit Committee meetings were held on 30th June 2020, 15th September 2020, 11th November 2020 and 13th February 2021.

Stakeholders Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Atul Kumar Chaturvedi, Independent Director as Chairman and Mr. R. M. Bafna, Managing Director, as Member of the Committee. During the year the Company held only two Meeting on 29th June 2020 and 08th February 2021.

Nomination & Remuneration Committee.

During the year ended 31st March 2021 the Nomination & Remuneration Committee was comprised of Mr. Atul Kumar Chaturvedi, Independent Director as Chairman, Mr. R. M. Bafna, Managing Director, as Member, Ms. SmritiBafna, Whole Time Director as Member and Ms. Rajni Sharma, Independent Director as Member.

During the year, the Nomination & Remuneration Committee held no Meeting of Nomination & Remuneration Committee was held.

It may be taken note of that Board has accepted the recommendation of all the committees wherever required. The Company has also drafted the Vigil mechanism and also the Policy on Related Party Transaction and Policy of Prohibition on Insider Trading.

Vigil Mechanism

Pursuant to rule 7 of the Companies (Meeting of Board & Power) Rules 2014, the Company has established a Vigil Mechanism/Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and provide adequate safeguards against the victimization of the person availing this mechanism. This policy has been appropriately communicated with in the Organisation and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of Audit Committee or Ethics Officer.

Risk Management Policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures.

Nomination and Remuneration Policy

The Board on the recommendation of Nomination & Remuneration Committee has framed a policy for selection and appointment of Director & KMP and their remuneration. The Policy is annexed herewith as Annexure B.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place and practiced an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

Related Party Transaction as per section 188 of the Companies Act 2013

Transaction entered by the Company with related Parties during financial year 2020-21 were in the ordinary course of business and on arms length basis. The Company has formulated a policy on related party Transactions.

In terms of section 134(3) (h) of the Companies Act 2013 and Rules made thereunder, during the year under review, the Company has not entered into any contract/ arrangements /transaction with related parties which could be considered material.

The details of the related party transaction entered during the year are provided in the accompanying financial statements.

Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the Company.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the year the Company has not given any loans, made any investments and given any guarantees under 186 of the Companies Act, 2013 and also did not provide any securities for the purpose of loans or guarantees to any other Company.

Particulars of Employees

The Company is not having any Employee drawing salary in excess of the prescribed limits in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Purchase of Shares of the Company

In accordance to section 67(3) of the Companies Act 2013,the Company has not given any loans to persons in the employment of the company or its directors or KMP, to purchase or subscribe for fully paid-up shares in the company or its holding company (the Company do not have any holding Company) to beheld by them by way of beneficial ownership.

Issue of ESOP Shares in the Company

In accordance to Rule 12(9), 16(4) of The Companies (Share Capital and Debentures) Rules, 2014 and clause 14 of SEBI (Share Based Employee Benefits) Regulations 2014 the Company has not issued any Employees Stock Option Scheme. Accordingly, the aforementioned Rules and said SEBI (SBEB) Regulations 2014 are not applicable.

Disclosure under section 136 of the Companies Act, 2013

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses.

Extract of the annual return

As per Section 134, extract of Annual Return in MGT-9 was required to be filed with Directors Report. However this provision has been amended by Companies Amendment Act, 2017 as per notification dated 31st July, 2018 provision in relation to MGT-9 has been removed from Section 134. Therefore extract of the annual return in Form No. MGT-9 is not required. However MGT 9 is placed on Companys website www.coilomatic.com

Industrial Relations

During the year under review, Industrial Relations in the Company continued to be cordial and peaceful.

Significant and Material Orders of Regulators or Courts or Tribunals

As per requirement Rule 8(5)(vii) of the Companies (Account) Rules 2014, the details of significant material Orders passed by regulator or courts or Tribunals impacting the going concern status and Companys operation in future is as hereunder:

The Company availed Term Loans of Rs. 925.67 lakhs between 1990 and 1992 from the consortium of ICICI, IDBI and IFCI of with ICICI was the lead Institution. Due to Financial Crisis in the Country during the implementation of the Project, there was cost over runs leading to tight Cost flows and incurring huge losses. The Company went to BIFR and during that time had repaid the Institutions, a substantial amount. In all, by 2004/2005, company paid back Rs. 1286.77 lakhs to the lending consortium members. However, the Loans were assigned to various Asset Reconstructions Companies who went to Court for recovery of exorbitant amounts of the balance of Debts. The details of the litigation cases are mentioned in the Notes to the Financial Statements for the year ended 31st March 2021 under the Note No. 20(B) (viii).

On 18th January 2016, the Debt Recovery Tribunal -1, Delhi (DRT-I) pronounced an Order for the recovery of Rs. 8449.40 lakhs together with simple interest @ 13.5% p.a. The Company filed on Appeal in the Appellate Court (DRAT) against this order raising substantial legal and factual grounds, along with an application for waiver of the pre-deposit. However, the application for waiver was dismissed by the DRAT on 12th October 2017 and consequently the appeal was dismissed by DRAT on 30thNovember 2017 on account of non-deposit of 75% of the amount ordered by DRT.

In the meanwhile, the Securitisation company attempted to take possession of the Companys Assets in 2009. However, with timely action, the Company was able to obtain stay from the Honble Punjab & Haryana High Court. In the appeal LPA 1755/2010 filed by the company, Honble Punjab & Haryana High Court vide order dated 17.12.2010 was pleased to stay any coercive action against the company, if taken under SARFAESI Act for taking over the possession of the companys property. Companys appeal was admitted by the High Court on 9.8.2011. The matter reached Honble Supreme Court. A sum of Rs.5 crore and companys surplus land measuring10.04 acres (valued at Rs.18 cr by securitization company) was given by the company to the securitization company (including Kotak Bank, assignee of ICICI) in compliance of orders passed by High Court and Supreme Court.

As Securitiation company failed to share Rs.450 lakhs with KMBL out of the sale proceeds of 10.04 acre land of the company as was ordered by Honble Supreme court vide order dated 7.5.2012, KMBL filed Contempt Petition in Honble Supreme court which directed Securitiation company to deposit Rs.450 lakh in the Court. Finally, Honble Supreme court disposed off the contempt petition on 23.9.2019 and released said Rs.450 lakhs alongwith accrued interest to KmBl. In view of the fact that KMBL received Rs.6.50 crore (Rs.2 crore out of deposit of Rs.5 crore made by Company in Punjab & Haryana High Court and Rs.4.50 crore out of sale of Companys 10.04 acre land), KMBL and Coventry settled the pending matter OA 2/2007 and filed a joint application before DRT-2 Delhi in this regard, which then disposed off the matter as settled vide order dated 6.2.2021. The joint application inter-alia records the stipulation: "With the receipt of entire OTS amount of Rs.6.50 Crores along with accrued interest, the Applicant Bank/KMBL is left with no further claim against the Defendant No.1". However, it was agreed that Counter-claim of Coventry will continue against other lenders / assignees.

Pursuant to DRT-1 Judgement / Recovery Certificate dated 18-01-2016, the Recovery Officer-II of DRT-1, Delhi in February 2019 served a Notice for settling sale proclamation for the sale of the Factory Property. Company has filed an application CM 39-40/2019 in LPA 1755/2010 in Honble Punjab & Haryana High Court which has issued notice on the said application on 27.1.2019 in which company has prayed for restraining the ld. RO from proceeding ahead in the matter.Companys application Ma40/2017 is also pending before Presiding Officer, DRT- 1 Delhi wherein company has submitted that ld. RO-DRT, Delhi has no jurisdiction in the matter and have prayed for transfer of recovery proceedings to DRT, Chandigarh. Companys application vide Dy. No.2273 dt 8.4.2021 is also pending before the Recovery Officer ("RO") DRT-1 Delhi wherein company has inter-alia prayed for keeping the RC proceedings in abeyance till MA40/2017 is decided by the PO and till LPA 1755/2010 is decided by Honble Punjab & Haryana High Court.

Whether the amounts claimed by creditors / securitization company is exaggerated or not would be decided by Honble Punjab & Haryana High Court LPA 1755/2010 which is pending.There is a strong possibility that eventually a refund comes out due from the securitization company (Alchemist) to the company.

CAPITAL AND DEBT STRUCTURE

As per disclosure regarding the Share Capital in accordance with Rule 4(4) and 8(13) of The Companies (Share Capital and Debentures) Rules, 2014, during the year there was no change in the Capital & Debt structure of the Company. Share Capital was not reclassified or restructured or no change in voting rights. The Company has not issued any shares with differential rights, Sweat Equity Shares or Employees Stock Option.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures 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 as at March 31,2021 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a ‘going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

This may further noted that the Independent Directors have evaluated the Board and it was satisfied with the evaluation

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

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo required as per the provisions of Section 134 (3)(m) read with rule 8 (3) the Companies (Accounts) Rules, 2014, the required particulars are set out in Annexure - C, forming part of this Report.

AUDITORS AND AUDITORS REPORT

M/s. J K V S & Co. Chartered Accountants (Formerly Jitendra K Agarwal & Associates) (Firm Registration No. 318086E) Auditors of the Company were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting held on 23rd September 2017 to hold office for five consecutive years subject to ratification at every Annual General Meeting. Your Company has received confirmation from abovementioned firm regarding consent and eligibility under section(s) 139 and 141 of the Companies Act 2013 read with Companies (Accounts) Rules 2014. As required under the LODR, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review of the Institute of Chartered Accountants of India. Pursuant to the notification of section 40 of the Companies Amendment Act 2017 whereby the proviso to section 139(1) is removed. Accordingly the ratification of Auditors appointment is not required by the Shareholders this year.

The Auditors of the Company have not reported any Fraud in the Company.

Sub-section (3) of section 134 of the Act requires that the details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government shall be disclosed in the Report.

The observations of Auditors in the Auditors Report Management Reply to these Observations are explained in Annexure I to the Directors Report.

COST AUDITORS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and are being maintained.

The Company on the recommendation of the Audit Committee has appointed M/s. Upreti & Co. (Firm Reg. No. 001928) Cost Accountants, with Neeraj Upretias Proprietor having office at C2/112, Lodhi Colony, New Delhi 110003 or the financial year 2021-22, to look after the compliance into the matter.

Your Company has received consent from M/s. Upreti & Co., Cost Auditors of your Company for the financial year 2021-22 along with a certificate confirming their Independence.

SECRETARIAL AUDIT

In accordance with the provisions of section 204 of the Companies Act 2013 read with the Companies (Appointment of Managerial Personnel) Rules 2014, your Company has appointed M/s Siddiqui & Associates, Company Secretaries to conduct the Secretarial Audit of your Company for the year 2021-22. The Secretarial Audit Report for the year 2020-21 is annexed herewith as Annexure II to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT 2013

During the financial year 2020-21, there were no such deposits, within the meaning of section 73 and 76 of the Companies 2013 read with Companies (Acceptance of Deposit) Rules 2014, at the beginning or during or at the end of the financial year. However, the Company is having Unsecured Loans from Directors which is exempted deposit under the provisions of rule 2(1)?(viii) of the Companies (acceptance of deposit ) Rules 2014.

LISTING

The shares of your Company are listed on Mumbai and Calcutta Exchanges.

CASH FLOW STATEMENT

A Cash Flow Statement, as required by the definition of Financial Statement under section 2(40) of the Companies Act 2013, is included in the Annual Report.

ACKNOWLEDGMENTS

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

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

For and on behalf of Board of Directors.
Place: New Delhi R. M. Bafna Atul Kumar Chaturvedi
Dated: 13.08.2021 Managing Director Director
DIN 00159855 DIN 01759365