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

Your Directors have pleasure in presenting the 29th Annual Report together with the audited accounts and the 1 Reports of the Auditors for the year enddd 31st March 2017.

OPERATIONSAND FINANCIAL RESULTS:

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

(Rs. In lakhs)

Particulars For the year ended 31st March 2017 For the year ended 31st March 2016
Net Turnover „ 4741.45 4978.24
Other Income 9.08 42.83
lncrease/(Decrease) in Stock (0.93) 136.04
TOTAL 4749.60 5157.11
Profit before Interest, Depreciation & Taxes (102.97) . (174.73).
Profit before Tax (140.48) (222.49)
Less: Provision for Tax (including deferred tax) - -
Profit after Tax (140.48) (222.49)
Balance from Balance Sheet (1046.70) (824.21)
Balance carried to Balance Sheet (1187.18) (1046.70)

Although there was a marginally decrease in the Turnover of your Company for the financial year 2016-17 but still the Company performed well during the year,"it was extremely stressful due to increase in Labour costs coupled with increase in Legal fees. Added to this were huge Volume & Cash Discounts given to Customers for increasing its sales for now and also for the future.

The Net Sales of the Company decreased by about 4.75% amounting to Rs. 4741.45 lakhs for the 2016-17, but despite the increase in input costs, the Company could manage to keep the expenditure at Rs. 4891.02 and thereby improving the Operating Loss (before Interest, Depreciation and Taxes) of Rs. 102.97 lakhs as against an Operating Loss (PBIDT)of Rs. 174.73 lakhs during 2015-16, improving it by 41.07%. The Net Loss (PAT) was at Rs. (140.48) lakhs compared with the Net Loss (PAT) of Rs. (222.49) lakhs for the previous year, resulting thereby an increase of 36.86% increase over the last year.

DIRECTORS

In terms of Article 136 of the Articles of Association of the Company, Ms Smriti Bafna , Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

a. Retirement by rotation

Pursuant to 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 , and if eligible .offer themselves for re - appointment at every Annual General Meeting. Consequently Ms. Srryiti Bafna, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment in accordance with the provisions of Companies Act, 2013.

Your Directors recommend their appointment/reappointment at the ensuing Annual General meeting. .

b. Changes in Directors and Kev Managerial Personnel

During the year there was no change in the Directors and Key Managerial Personnel of the Company.

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

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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. The evaluation process is being explained in Corporate Governance report. The Board approved the evaluation results as collated by the Nomination & Remuneration Committees.

Independent Directors

The Company is having two Independent Directors namely Mr. Arun Mittal and Mr. Atul Kumar Chaturvedi. 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 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company. The Office of Independent Director is not liable to retire by rotation.

Auditor and Auditors Report ,

Statutory Auditors Messrs Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company in the 26h Annual General Meeting of the Company to hold office for three consecutive years subject to ratification at every Annual General Meeting and whose tenures is . liable to expire at forthcoming Annual General Meeting. Accordingly, your Company is required to appoint new Statutory Auditors in place of Messrs Singhi & Co., at the ensuing Annual General Meeting. Your Directors, pursuant to recommendation of Audit Committee, recommend the appointment of Messrs Jitendra Agarwal & Associates, Chartered Accountants, (Firm Registration No. 318086E) as new Statutory Auditors of CCHL, fora term of 5 (five) consecutive years from conclusion of forthcoming Annual General Meeting till the conclusion of 34th Annual General Meeting, subject to ratification by Members at every Annual General Meeting. Your Company has received consent from Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No. 318086E) for their appointment as the Statutory Auditors of the Company and confirmation regarding eligibility under Section 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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

Change in the nature of business

During the year under review, there has been no change in the nature of business of the Company. Further, no material changes and commitments have occurred between the end of the financial year and the date of the report affecting the financial position of the Company.

Subsidiaries and Associates Companies

The Company is not having any subsidiary 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. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Company has formulated a policy for determining material subsidiaries.

Management Discussion and Analysis

A separate chapter on Management Discussion and Analysis forms part of this Annual Report.

Dividend

In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year 2016-17.

Reserves

The Company has transferred the current year losses to the General Reserves of the Company.

Public Deposits

During the year 2016-17, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

Consolidated Financial Statements

As the Company is not having any Subsidiary or Associate Companies, the consolidation of Financial Statement is not required. -

Corporate Governance -

The report on Corporate Governance, as prescribed under Regulation 34 of Listing Regulations, is not required as per provisions of regulation 15(2) of SEBI (Listing Obligations and disclosure Requirements) Regulations 2015. .

Industrial Relations

During the financial year under review, industrial relations in the Company continued to be cordial and peaceful. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure B" to this Report. •,

Particulars of Loans, Guarantees or Investments

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.

Meetings of the Board and its Committees

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

Date of Board Meeting Strength of Board Nos. of Directors present
30.05.2016 Three Directors Two Directors
06.06.2016 Four Directors Four Directors
10.08.2016 Four Directors Four Directors
14.11.2016 Four Directors - Four Directors
11.02.2017 Four Directors Four Directors

The Company has also held the required Meetings of Committees during the year.

Audit Committee

Pursuant to the provisions of Section 177 of Companies Act, 2013, the Audit Committee consists of two Independent Directors - Mr. Arun Mittal as Chairman and Mr. Atul Kumar Chaturvedi as member. Mr. R. M. Bafna is also member of the Audit Committee. Board of Directors of the Company has duly accepted the recommendationsofAuditCommitteeduringfinancialyear2016-17.

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.

Matters as per section 178 of the Companies Act, 2013

The Company is a listed Company and it has constituted the Audit Committee, The Stakeholders Relationship Committee, Nomination & Remuneration committee. The Company has also drafted the Vigil mechanism and also the Policy on Related Party T ransaction and Policy of Prohibition on Insider Trading.

Vigil Mechanism / Whistle Blower Policy

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 victimization of the person availing this mechanism. The policy provides mechanism whereby whistle blower may send protected disclosures and in exceptional cases, directly to the Chairman of Audit Committee.

Internal Financial Controls

Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:

• Adoption of accounting policies in line with applicable accounting standards.

• Uniform accounting treatment is prescribed to the subsidiaries of your Company. ,

• Proper recording of transactions 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, wherever required. Your Company has its own internal audit department with qualified professionals which carries out periodic audits of Rewari unit and functions. The observations arising out of the internal audit are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit Committee for review, comments and directions.

Directors Responsibility Statement

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

a. in the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation 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 at 31 st March, 2017 and of the profit and loss of the Company for the financial year ended 31st March, 2017;

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

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

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operatingeffectively; and

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

Statement indicating the manner in which formal annual evaluation has been done

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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

In terms of provisions of Section 134 sub-section 3(p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board has carried out annual evaluation of its own performance and that df its Directors individually. The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including, adequate & timely information, attendance, delegation of responsibilities, decision making, roles and responsibilities including monitoring, benchmarking, feedback and stakeholders relationship.

The performance of Individual Directors, including Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation of Independent Directors was based on participation in & contribution to the Board decisions, knowledge & experience and judgment.

Directors Remuneration & Mean Remuneration of Employees

The information required pursuant to Section 197 read with Rule 5 (1) (i) pf The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration Executive Director to the median remuneration of the employees of the Company for the Financial Year ended 31st March 2017 are as under:

Remuneration of Managing Director Rs. 25,16,332/- p.a.

Remuneration of Whole Time Director Rs. 24,00,000/- p.a,

Mean Remuneration of the Employees of the Company: Rs.4,06,944/- p.a.

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.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly „ diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Finance, Law, Corporate Governance, Management and Leadership skills and also has a Woman Director on the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy as approved by the Board on recommendation of the Nomination and Remuneration Committee is attached as "Annexure B"

Internal Complaints Committee

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company.

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

Transaction entered by the Company with related Parties during financial year 2015-16 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.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure C" to this Report.

Cost Auditors

As per section of 148 and other applicable provisions, if any, of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014, the Board of Directors of your Company, on the recommendation of the Audit Committee has appointed M/s. M M & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2017-18.

Your Company has received consent from M/s. M M & Associates, Cost Auditors of your Company for the financial year 2017-18 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. The Secretarial Audit Report is annexed herewith as "Annexure D" to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

Significant and Material Orders of Regulators or Courts or Tribunals

No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

Extract of annual return

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the. prescribed form MGT-9 is annexed as "Annexure E" to this Report.

Acknowledgements

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 Arun Mittal
Dated: 30.05.2017 Managing Director Director
DIN 00159855 DIN 00049425