|
To the Members,
Your Directors have pleasure in presenting the 40th Annual
Report together with Audited Accounts of the Company for the financial year ended 31st
March, 2025.
1. FINANCIAL HIGHLIGHTS STANDALONE AND CONSLOLIDATED
The highlights of the standalone and consolidated financial
statements of your Company for the year ended 31st March, 2025 along with the
previous year's figures are given as under:
(Rs. in Lakh)
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Income from Operations |
2,13,124.34 |
2,11,669.18 |
2,13,879.27 |
2,11,669.18 |
| Other Income |
922.82 |
721.34 |
866.74 |
721.34 |
Total Income |
2,14,047.16 |
2,12,390.52 |
2,14,746.01 |
2,12,390.52 |
Profit before Dep. & Tax |
6,034.65 |
6,259.89 |
5,949.24 |
6,259.89 |
| Less: Depreciation & Amortization |
2,908.67 |
2,401.53 |
2,925.01 |
2,401.53 |
| Less: Provision for Taxation including |
|
|
|
|
| Deferred Tax and tax for earlier years |
870.21 |
1,102.10 |
874.52 |
1,102.10 |
Profit after tax |
2,255.77 |
2,756.26 |
2,149.71 |
2,756.26 |
| Add: Surplus from Previous year |
28,186.43 |
25,491.63 |
28,186.43 |
25,491.63 |
| Add: Other Comprehensive Income |
664.74 |
501.58 |
674.35 |
501.58 |
Amount available for appropriation (A) |
31,106.94 |
28,749.47 |
31,010.49 |
28,749.47 |
General Reserve (B) |
3,517.51 |
3,517.51 |
3,517.51 |
3,517.51 |
Securities Premium Account (C) |
1,431.65 |
1,431.65 |
1,431.65 |
1,431.65 |
Sub-Total (A+B+C) |
36,056.10 |
33,698.63 |
35,959.65 |
33,698.63 |
Less: Appropriations |
|
|
|
|
| Transfer to General Reserves |
- |
- |
- |
- |
| Dividend & tax thereon paid during the
year |
61.46 |
61.46 |
61.46 |
61.46 |
Closing Balance |
35,994.64 |
33,637.17 |
35,898.19 |
33,637.17 |
2. PERFORMANCE REVIEW
On standalone basis, your company recorded total Income of
Rs.2,14,047.16 Lakh for the financial year 2024-25 as compared to Rs. 2,12,390.52 Lakh in
the previous year showing an increase by 0.77%. The profit before depreciation & tax
for the financial year 2024-25 amounts to Rs.6,034.65 Lakh as against Rs.6,259.89 Lakh in
the previous year, which is decreased by 3.60%. The profit after tax for the financial
year 2024-25 was Rs.2,255.77 Lakh as compared to Rs.2,756.26 Lakh in the previous year,
which is decreased by 18.16%. The decline in profit during the year is mainly due to
increase in operating cost i.e. manpower, rent and increased operating cycle resulting in
higher finance cost. On consolidated basis, your company recorded a total Income of Rs.
2,14,746.01 Lakh for the financial year 2024-25 as compared to Rs.2,12,390.52 Lakh in the
previous year, showing an increase by 1.11% over the previous year. The Company recorded a
total profit before depreciation & tax for the financial year 2024-25 of Rs.5,949.24
Lakh as against Rs.6,259.89 Lakh in the previous year, which is decreased by 4.96%. The
profit after tax for the financial year 2024-25 was Rs.2,149.71 Lakh as compared to
Rs.2,756.26 Lakh in the previous year, showing a decline by 22%.
During the financial year 2024-25, your company sold 30,431 vehicles
(including 141 vehicles sold through direct billing) as compared to 30,318 vehicles
(including 296 vehicles sold through direct billing) in the previous year.
3. DIVIDEND
The Board has recommended a dividend of Re.1/- per equity share of face
value of Rs.10/- each for the financial year ended 31st March, 2025 (previous
year: Re.1/- per equity share of face value of Rs.10/- each), based on the parameters laid
down in the Dividend Distribution Policy. The dividend will be paid out of the profits of
the Company for the year ended 31st March, 2025. The dividend on equity shares
is subject to the approval of the Shareholders at the Annual General Meeting
(AGM') scheduled to be held on Saturday, 27th September, 2025. The
Record Date fixed for determining entitlement of Members to the final dividend for the
financial year ended 31st March, 2025, if approved at the AGM, is Friday, 19th
September, 2025. Based on the number of equity Shares as on the date of this Report, the
dividend would result in a cash outflow of Rs. 61.46 Lakh. The dividend on equity Shares
is 10% of the paid-up value of each share. The total dividend pay-out works out to 2.72%
of the net profits of Rs.2,255.77 Lakh (on standalone basis). Pursuant to the Finance Act,
2020, dividend income is taxable in the hands of the shareholders w.e.f. 1st
April, 2020 and the Company is required to deduct tax at source from dividend paid to the
Members at prescribed rates as per the Income Tax Act, 1961.
4. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the SEBI Listing Regulations, the Board
of Directors of the Company formulated and adopted the Dividend Distribution Policy (the
Policy'). The Policy is available on the Company's website at www.
competent-maruti.com.
5. TRANSFER TO RESERVES
The Board of Directors has decided not to transfer any amount to the
Reserves for the financial year ended 31st March, 2025.
6. CAPITAL STRUCTURE
During the year under review, there has been no change in the
Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. As on 31st
March 2025, the Authorized Share Capital of the Company was Rs.10,00,00,000/- (Rupees Ten
Crore Only) and Paid-up Share Capital was Rs.6,14,60,000/- (Rupees Six Crore Fourteen Lakh
Sixty Thousand Only).
7. AWARDS AND RECOGNITION
The Company has received the following Awards and Recognition by M/s.
Maruti Suzuki India Limited during the year under review: i. 2nd Runner up for
best Performing Dealer for all Channels ii. Royal Platinum Dealer Award in N4 Region iii.
Alpha Dealer Award in N4 Region iv. Best Performance Award in Automatic Cars for all
Channels v. Best Performance All India Award in CSD- Arena
8. DIRECTORS AND KEY MANAGERIAL PERSONS
Directors
Mr. Ramesh Chander Murada (DIN:01157406), Independent Director of the
Company has resigned with effect from 28th August, 2024 due to his deteriorated
health conditions. Mr. Rohit Gogia (DIN: 00148977) ceased to be Independent Director of
the Company w.e.f. 28th September, 2024 on account of completion of his tenure.
The first tenure of 5 (five) years of Mr. Raman Sehgal (DIN: 08535351), Independent
Director of the Company was completed on 28th September, 2024 and had shown
unwillingness to be re-appointed as Independent Director for the second term and ceased to
be Director of the Company with effect from the said date.
The Board wishes to place on record its deep sense of appreciation for
the valuable contributions made by the Independent Directors to the Board and the Company
during their tenure as Independent Directors of the Company. During the year under review,
the Company has appointed Mr. Sandeep Murada (DIN: 03091840), Mr. Nirbhay Mehta (DIN:
10757500) and Mr. Siddhant Kapoor (DIN: 10763286) as Independent Directors of the Company
with effect from 28th September, 2024.
In terms of Section 149(7) of the Companies Act, 2013 ("the
Act"), Mr. Sandeep Murada, Mr. Nirbhay Mehta and Mr. Siddhant Kapoor, Independent
Directors of the Company have given declarations to the effect that they meet the criteria
of independence as provided under Section 149(6) of the Companies Act, 2013 ("the
Act") and the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). Mr. Kanwal Krishan Mehta (DIN: 00036902)
retires by rotation and being eligible has offered himself for reappointment at the
ensuing Annual General Meeting (AGM). The Board of Directors recommend his re-appointment.
Mrs. Kavita Ahuja (DIN: 00036803) was appointed as Whole Time Director of the Company for
a period of five years with effect from 1st November, 2020 whose tenure will be
completed on 31st October, 2025. It is proposed to re-appoint Mrs. Ahuja as
Whole Time Director of the Company for a period of 5 (five) years with effect from 1st
November, 2025. Appropriate resolution seeking approval of the members for re-appointment
of Mrs. Kavita Ahuja and payment of remuneration to her forms an integral part of the
notice convening the AGM.
As required under the SEBI Listing Regulations and Secretarial
Standard-2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), a brief
resume and other requisite details of the Directors seeking appointment/ reappointment at
the ensuing AGM has been provided in the Notice convening the AGM.
During the period under review, none of the Directors on the Board of
the Company has been debarred or disqualified from being appointed or continuing as
Director of the Company by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any other Statutory authority.
Key Managerial Personnel
As on 31st March, 2025, Mr. Raj Chopra, Chairman &
Managing Director, Mr. Deepak Mehta, Chief Financial Officer and Mr. Dinesh Kumar, Company
Secretary were the Key Managerial Personnel of your Company in accordance with the
provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Further, Mr. Ravi Arora resigned from
the post of Company Secretary & Compliance officer of the Company with effect from 20th
November, 2024. The Board placed on record its sincere appreciation for the dedicated
services and contribution made by Mr. Arora during his tenure with the Company. The
Company has appointed Mr. Dinesh Kumar (M. No. F5175) as Company Secretary &
Compliance officer of the Company with effect from 18th December, 2024.
The Nomination and Remuneration Committee has approved and recommended
all of above appointment/ reappointments.
9. CODE OF CONDUCT
Pursuant to the Regulation 17(5) of the SEBI Listing Regulations, the
Board of Directors of the Company has formulated and adopted Code of Conduct (the
Code') for members of Board of Directors and Senior Management Personnel. The Code
gives guidance on adherence to ethical conduct of business and compliance of law, which,
inter-alia, includes the duties of Independent Directors as laid down in the Act. The
aforesaid Code is available on the Company's website at www.competent-maruti.com. In
terms of the Regulation 26(3) of the SEBI Listing Regulations, all the Board Members and
the Senior Management Personnel have affirmed the compliance with the Code for the
financial year 2024-25. A declaration to this effect, signed by the Chairman &
Managing Director forms an integral part of the Corporate Governance Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with provisions of the Companies Act, 2013 and the SEBI Listing Regulations in
the preparation of the annual accounts for the year ended 31st March, 2025 and
state that: (a) In the preparation of the annual accounts for the year ended 31st
March, 2025, 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 judgements 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 of the Company for the year
ended on that date; (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.
11. MEETINGS OF THE BOARD
During the financial year 2024-25, the Board of Directors met 8 (eight)
times i.e. on 30th May, 2024, 25th June, 2024, 14th
August, 2024, 2nd September, 2024, 1st October, 2024, 12th
November, 2024, 18th December, 2024 and 12th February, 2025.
Detailed information regarding the Board Meetings along with the attendance of Directors
are provided in the Report on Corporate Governance forming part of this Annual Report.
Further, it is confirmed that the gap between two consecutive meetings was not more than
one hundred and twenty days as provided in Section 173 of the Act.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from all the
Independent Directors in terms of Section 149(7) of the Act and Regulation 25(8) of the
SEBI Listing Regulations, that they meet the criteria of independence as laid down in
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, the Independent Directors have complied with the Code for Independent Directors
as prescribed under Schedule IV of the Act and the Listing Regulations. In the opinion of
the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied of the integrity,
expertise, and experience of all Independent Directors on the Board.
13. CORPORATE GOVERNANCE
Your Company reaffirms its commitment to good Corporate Governance
practices. Pursuant to the SEBI Listing Regulations, a report on the Corporate Governance
for the financial year ended 31st March, 2025 along with Auditors Certificate
regarding compliance of the conditions of Corporate Governance under SEBI Listing
Regulations are enclosed as Annexure - A and B respectively and forms part of this
report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the SEBI
Listing Regulations forms part of this Report and is enclosed as Annexure-C.
15. COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
well informed decisions in line with the delegated authority and their terms of reference.
The following Committees constituted by the Board function according to their respective
roles and defined scope:
Audit Committee;
Stakeholders' Relationship Committee;
Nomination and Remuneration Committee; and
Corporate Social Responsibility Committee.
Details of composition, terms of reference and number of meetings held
during the year under review are given in the Report on Corporate Governance, which forms
part of this Report. Further, all recommendations made by the various committees have been
accepted by the Board of Directors. AUDIT COMMITTEE
The primary objective of the Audit Committee is to monitor and provide
effective supervision of the Management's financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting. The Committee presently comprises of Mr. Sandeep Murada,
Chairman, Mrs. Kavita Ahuja and Mr. Siddhant Kapoor as Members. The Committee met 5 (five)
times during the year under review. The details of which are given in the Corporate
Governance Report. All the recommendations of the Audit Committee were accepted by the
Board.
16. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
Pursuant to the provisions of Section 178(1) of the Act and Regulation
19(4) read with Part D of Schedule II of the SEBI Listing Regulations, the Company has
formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel
(KMP) and other Employees including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided u/s 178(3) of the Act.
Salient features of Nomination and Remuneration Policy for Directors, Key Managerial
Personnel (KMP) and other employees has been disclosed in the Report on Corporate
Governance forms part of this Report. The detailed policy is available on the
Company's website at www.competnet-maruti.com.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believe and are committed towards: welfare
and sustainable development of the community;
ethical principles, protection of human rights, care for the
environment;
improving the quality of life of all stakeholders including the
local community and society at large; and gender equality, women education and
empowerment.
Your Company plays a pivotal role in community development with the
help of Global Social Welfare Organization, NGO assisting on agendas of public welfare and
environmental concerns.
The brief outline of the Corporate Social Responsibility Policy of the
Company as adopted by the Board and the initiatives undertaken by the Company on Corporate
Social Responsibility activities during the year under review are set out in Annexure -
D of this report in the format prescribed under the Companies (Corporate Social
Responsibility
Policy) Rules, 2014. The Corporate Social Responsibility policy is
available at the Company's website at www. competent-maruti.com.
18. ANNUAL RETURN
In accordance with Section 92(3) read with Section 134(3) of the Act,
the Annual Return for financial year 2024-25 is available on the Company's website at
www.competent-maruti.com.
19. COMPLIANCE OF SECRETARIAL STANDARDS
As required under Section 118(10) of the Companies Act, 2023, the
Company has complied with the Secretarial Standards issued by the Institute of the Company
Secretaries of India (ICSI).
20. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND
BOARD AS A WHOLE
In terms of the provisions of the Section 134(3) of the Act, Regulation
17(10) of SEBi Listing Regulations and the Guidance Note on Board Evaluation dated 7th
January, 2017 issued by the SEBI, the Board has carried out the annual performance
evaluation of individual Directors, its Committees and Board as a whole. The evaluation
criteria, inter-alia, covered various aspects of the Board functioning including its
composition, attendance of Directors, participation levels, bringing specialized knowledge
for decision making, smooth functioning of the Board and effective decision making. The
performance of individual director was evaluated on parameters such as level of engagement
and contribution, independence of judgement and safeguarding the interest of the Company
etc. The Directors expressed their satisfaction with the evaluation process. Further, the
Committees were evaluated in terms of receipt of appropriate material for agenda items in
advance with right information and insights to enable them to perform their duties
effectively, review of Committee Charter, updating to the Board of Directors on key
developments, major recommendations and action plans, stakeholder engagement, devoting
sufficient time and attention on its key focus areas with open, impartial and meaningful
participation and adequate deliberations before approving important transactions. As part
of the evaluation process, the performance of Non-Independent Directors, the Chairman
& Managing Director and the Board was conducted by the Independent Directors. The
performance evaluation of the respective Committees and that of Independent and
Non-Independent Directors was done by the Board, excluding the Director being evaluated.
The actions emerging from the Board evaluation process were collated and presented before
the Nomination and Remuneration Committee as well as the Board.
21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of the provisions of Regulation 25(7) of the SEBI Listing
Regulations, the Board has adopted a Familiarization Programme for Independent Directors
as a part of their induction and to increase their understanding and knowledge with
respect to the Company. The Board of Directors of the Company are updated on changes/
developments in the domestic/ global corporate and industry scenario including those
pertaining to statutes/ legislations and economic environment and on matters affecting the
Company, to enable them to take well informed and timely decisions. Any Director who joins
the Board is presented with a brief background of the Company, its operations and is
informed of the important Policies of the Company including the Code of Conduct for
Directors and Senior Management Personnel and Code of Conduct for Prevention of Insider
Trading of the Company. The Independent Directors are also provided with regular updates
in the Board Meetings on relevant Statutory changes to ensure that they remain up to date
on the compliance framework. The details of the Familiarization Programme imparted to
Independent Directors during the year and cumulative basis till date is made available on
the website of the Company at www. competent-maruti.com.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and formulated
Whistle Blower Policy for Directors, employees and other persons to report to the
management, concerns about unethical behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct or ethics, in accordance with the provisions of Section
177 (10) of the Act and Regulation 22 of the SEBI Listing Regulations. The mechanism
provides for adequate safeguards against victimization of Directors, employees or other
persons who avail of the mechanism. Audit committee oversees the implementation of vigil
mechanism and provides adequate safeguards against unfair treatment to the whistle blower
who wishes to raise a concern and also provides for direct access to the Chairman of the
Audit committee in appropriate/ exceptional cases.
During the financial year 2024-25, no complaint was received and hence
none was pending st March, as on 31 2025 under the Vigil Mechanism. No
person was denied access to the Audit Committee. The Whistle Blower Policy is available on
the Company's website at www.competent-maruti.com.
23. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
The Particulars of loans, guarantees and investments covered under
Section 186 of the Act are provided in Notes to the Standalone Financial Statements of the
Company.
24. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
In terms of the provisions of Section 124(5) of the Act, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (hereinafter referred to as "IEPF Rules"), all unpaid or unclaimed
dividends are required to be transferred by the Company to the Investors Education and
Protection Fund (IEPF) established by the Central Government, after the completion of 7
(seven) years from the date of transfer to Unclaimed/ Unpaid Dividend Account.
Accordingly, unpaid or unclaimed dividend amounting to Rs.1,44,291/- (Rupees One Lakh
Forty-Four Thousand Two Hundred Ninety-One Only) which was unpaid/ unclaimed for
consecutive period of 7 (seven) years was transferred to the Investor Education and
Protection Fund in accordance with the provisions of the Act and rules made thereunder.
The details of the consolidated unclaimed/ unpaid dividend as required by the Act read
with the IEPF Rules for all the unclaimed/ unpaid dividend accounts outstanding have been
uploaded on the Company's website. Further, the unclaimed/ unpaid dividend for the
financial year 2017-18 is due for transfer to IEPF. Transfer of Shares underlying
Unclaimed/ Unpaid Dividend
In terms of the provisions of Section 124(6) of the Act read with the
Rules, the shares in respect of which Dividend has not been paid or claimed by the
Shareholders for 7 (seven) consecutive years or more are also required to be transferred
to the IEPF. Accordingly, the Company had transferred 1,325 (One Thousand Three Hundred
Twenty-Five) equity shares on which dividend has not been claimed for 7 (seven)
consecutive years in favour of IEPF authority. In view of the provisions mentioned above,
the concerned Shareholders are requested to claim the Unpaid/ Unclaimed Dividend before we
transfer the same to IEPF authority. Further, in terms of the provisions of Section 124 of
the Act read with the Rules made thereunder, a notice has been sent to the Shareholders
individually and also published in Newspaper inviting attention of the Shareholders to
claim their Dividend.
25. AUDITORS AND AUDITORS' REPORT (A) STATUTORY 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 20th September,
2022 to hold office from the conclusion of the 37th AGM till the conclusion of
the 42nd AGM of the Company. Auditors' Report
The observations of Statutory Auditors in their Report, read with
relevant Notes to Accounts are self-explanatory and, therefore do not require further
explanation. There is no any qualification, reservation, adverse remark or disclaimer in
the Auditors' Report.
(B) SECRETARIAL AUDITORS
In terms of Regulation 24A read with other applicable provisions,
if any, of the SEBI Listing Regulations and the provisions of Section 204 and other
applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force), the
Company is required to appoint Secretarial Auditors for a period of 5 (five) consecutive
years commencing from the financial year 2025-26, to conduct the secretarial audit of the
Company.
The Audit Committee recommended to the Board, the appointment of M/s.
P. P. Agarwal & Company, Company Secretaries (FRN: S2012DE174200) as the Secretarial
Auditors of the Company for a period of 5 (five) years commencing from the conclusion of
the ensuing 40th Annual General Meeting scheduled to be held on 27th
September, 2025 till the conclusion of 45th Annual General Meeting of the
Company to be held in the year 2030, for conducting secretarial audit of the Company for
the period beginning from the financial year 2025-26 to the financial year 2029-30. The
Board considered the recommendation of the Audit Committee with respect to the appointment
of M/s. P. P. Agarwal & Co. as Secretarial Auditors of the Company. Based on due
consideration, the Board recommends for your approval, the appointment of M/s. P. P.
Agarwal & Co. as the Secretarial Auditors of the Company for a period of 5 (five)
years. M/s. P. P. Agarwal & Co., Company Secretaries (FRN: S2012DE174200) has provided
its consent for appointment as Secretarial Auditors of the Company and confirmed that the
appointment, if approved, would be in accordance with the provisions of the SEBI Listing
Regulations and SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated 31st
December 2024, and within the limits prescribed under the Companies Act, 2013 and
applicable rules. The firm has also confirmed that it is not disqualified from being
appointed as Secretarial Auditors under the Act and SEBI Listing Regulations.
Secretarial Audit Report
Pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is
required to annex to the Board's Report, the Secretarial Audit Report given in the
prescribed form by a Company Secretary in practice. Accordingly, the Board of Directors in
its meeting held on 12th February, 2025 have appointed M/s P. P. Agarwal &
Co., Company Secretaries to carry out Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report given by the Secretarial Auditors in Form MR -
3 is annexed as Annexure - E and forms an integral part of this report.
The observations of Secretarial Auditors in their Report and Management
Comments thereon are as under:
Sl. No. Secretarial
Auditors' Observations |
Management Comments |
1 The Composition of
Stakeholders Relationship Committee was short of one Independent Director for few days,
hence to that extent there was non- compliance of Regulation 20 of the SEBI LODR
Regulations. |
Due to resignation of one
Independent Director, the Committee was re-constituted on 2nd September, 2024
and on 1st October, 2024 in compliance with the provisions of Section 178 of
the Act and Regulation 20 of the SEBI Listing Regulations. |
|
However, there was no
activity during intervening period which required attention of Stakeholders Relationship
Committee. |
2 The submission of related
party transactions to the Bombay Stock Exchange was once late and hence there was a
non-compliance of Regulation 23(9) of the SEBI LODR Regulations, 2015. |
The detail of related party
transactions was submitted to the Bombay Stock Exchange in compliance with the Regulation
23(9) of the SEBI Listing Regulations after due date due to technical glitch while
submitting the financial results. |
(C) REPORTING OF FRAUD
During the year under review, the Statutory Auditors and
Secretarial Auditors have not reported any instances of fraud committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Act, details
of which need to be mentioned in this Report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company continues its efforts to reduce energy consumption in its
showrooms, workshops and offices. As the company does not have any manufacturing unit, the
requirements pertaining to disclosure of particulars relating to conservation of energy,
research & development and technology absorption, as required under Section 134(3)(m)
of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2013 are not
applicable.
Further, the Company has no foreign exchange earnings and expenditure
during the year under review.
27. DEPOSITS
The Company has neither accepted nor renewed any Deposit that falls
within the purview of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. However, the Company has taken
unsecured loan from Directors during the FY 2024-25 as per detail given hereunder:
(Rs. In Lakh)
Sl. No. Name of Directors |
Loan Outstanding as on 1st
April, 2024 |
Loan Received during the
year |
Loan Repaid during the
year |
Loan Outstanding as on 31st
March, 2025 |
| 1 Mr. Raj Chopra |
500.00 |
|
500.00 |
NIL |
| 2 Mrs. Kavita Ahuja |
550.89 |
213.30 |
204.19 |
560.00 |
Total: |
1,050.89 |
213.30 |
704.19 |
560.00 |
28. CREDIT RATING
The Company's financial management and its ability to service
financial obligations in a timely manner, has been affirmed by the credit rating agency
CRISIL with long-term instrument rated as CRISIL - / Stable.
29. INTERNAL FINANCIAL CONTROL
The Company's internal control systems commensurate with the
nature of its business, the size, and complexity of its operations and such internal
financial controls with reference to the Financial Statements are adequate. Details on the
Internal Financial Controls of the Company is given in the Management Discussion and
Analysis forms part of this report.
30. RISK MANAGEMENT
Your Company has a well-defined and robust Risk management framework in
place for managing and reporting risks. Further, a Risk Management process has been
implemented in your company. The Audit Committee has given additional oversight in the
area of financial risks and controls. The major risks identified by the business are
systematically addressed through internal audit and mitigating actions are taken on the
observations. The Board of Directors of the Company reviews the risk management framework
from time to time.
31. DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES
Pursuant to provisions of Section 129(3) of the Act read with Companies
(Accounts) Rules, 2014, a separate statement containing salient features of the financial
statements of the subsidiary in Form AOC-1 is annexed to the Financial Statements and
forms part of the Annual Report, which covers the performance and financial position of
the subsidiary Company.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and a separate audited financial statements of Subsidiary Company are available
on the Company's website at www.competent-maruti.com and will also be available for
inspection by any member of the Company at the Registered Office. A copy of above accounts
shall be made available to any member on request.
The Company does not have any Associate Company or Joint Venture.
32. P ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into by the Company
with related parties were in the ordinary course of business and on arm's length
basis during the financial year 2024-25. Related Party Transactions that are foreseen and
repetitive in nature are placed before the Audit Committee on yearly basis for obtaining
prior omnibus approval of the Committee. All transactions with related parties were
reviewed and approved by the Audit Committee and are in accordance with the Policy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions.
During the year under review, there were no materially significant related party
transactions entered into, by the Company with Promoters, Directors or Key Managerial
Personnel and their relatives, which may have a potential conflict of interest for the
company at large. There were no transactions with any related parties falling under the
scope of Section 188 of the Act. Therefore, the disclosure of Related Party Transaction as
required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC- 2 is not applicable for the year ended 31st
March, 2025. Further, in accordance with Ind AS-24, detailed information on the Related
Party Transactions are given under Note No. 39 to the Standalone Financial Statements. The
Policy on materiality of Related Party Transactions and on dealing with Related Party
Transactions as approved by the Board of Directors is available at the Company's
website at www.competent-maruti.com.
33. PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 ("the SEBI Regulations) mandates the Company to formulate
a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
information and Code of Conduct for Regulating, Monitoring and Reporting of Trading of
Securities by Insiders. Accordingly, the Board had formulated the Code of Practice for
Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for
Regulating, Monitoring and Reporting of trading of Securities by Insiders in terms of the
SEBI Regulations. The objective of these Codes is to prevent misuse of Unpublished Price
Sensitive Information by the designated persons and their immediate relatives. The Board
has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the
provisions of these Regulations. Further, the Company has also put in place adequate &
effective system of internal controls and standard processes to ensure compliance with the
requirements given under these regulations for prevention of insider trading. The said
Code is available at the Company's website at www.competent-maruti.com.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company prohibits and has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace in terms of the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
All women employees (permanent, temporary, contractual and trainees) as well as any women
visiting the Company's office premises or women service providers are covered under
the Policy. All employees are treated with dignity with a view to maintain a safe work
environment, free of sexual harassment whether physical, verbal or psychological. The
Company has also complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The following are the summary of sexual harassment
complaints received and disposed of during the year:
| (a) Number of complaints of sexual harassment
received during the year |
NIL |
| (b) Number of complaints disposed of during
the year |
N.A. |
| (c) Number of cases pending for more than
ninety days |
N.A. |
| (d) Number of complaints pending at the end
the financial year |
N.A. |
35. STATEMENT OF COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961
The Company is in compliance with the applicable provisions of the
Maternity Benefits Act, 1961.
36. P ARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required in
terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required
to be provided in Annual Report. However, in terms of the provisions of Section 136(1) of
the Act, the Annual Report excluding the aforesaid information is being sent to the
members of the Company and the aforesaid information is available for inspection by the
members on all working days, during business hours, at the Registered Office of the
Company upto the date of the ensuing Annual General Meeting. Further, any member
interested in obtaining such information may write to the Company Secretary at the
registered office of the Company.
37. PERSONNEL
As on 31st March, 2025, total workforce of your Company was
2,294. Your Directors place on record their appreciation for the significant contribution
made by all employees, who through their competence, dedication, hard work, cooperation
and support have enabled the Company to achieve new milestones continuously.
38. GREEN INITIATIVES
In compliance with the MCA General Circular No. 09/2023 dated September
25, 2023 read with, No. 10/2022 dated December 28, 2022, 02/2022 dated May 05, 2022 and
circular number 20/2020 dated, May 5, 2020, issued by the Ministry of Corporate Affairs,
Notice of the AGM along with the Annual Report 2024-25 are being sent only through
electronic mode to those Members whose e-mail addresses are registered with the Company/
Depositories. Members may note that the Notice of the AGM and Annual Report 2024-25 are
also available on the Company's website at www.competent-maruti.com and on the
websites of Stock Exchange i.e. BSE Limited at www.bseindia.com.
39. OTHER DISCLOSURES
(a) There has been no change in the nature of business of the Company
as on the date of this Report.
(b) There were no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this Report. (c) There was no application made or proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review.
(d) No significant and material orders were passed by the Regulators or
courts or Tribunals impacting the going concern status and the Company's future
operations. However, Members' attention is drawn to the statement on contingent
liabilities in the notes forming part of the Financial Statements.
(e) The Company has not entered into any one-time settlement with any
of the Banks/ Financial Institutions and therefore, the relevant disclosures are not
required to be made by the Company.
40. ACKNOWLEDGEMENT
Your Directors acknowledge the continued assistance, guidance and
co-operation received from Maruti Suzuki India Limited. Your Directors thank the
Government Authorities, Bank, Financial Institutions, Shareholders, Customers, Clients,
Vendors and Other business associates for their continued support in the Company's
growth. Your Directors also wish to place on record their deep sense of appreciation for
the committed services rendered by all the employees of the Company.
|
For and on behalf of the Board of
Directors of |
|
Competent Automobiles Co. Ltd. |
|
Raj Chopra |
| Place: New Delhi |
Chairman & Managing Director |
| Date : 14.08.2025 |
DIN: 00036705 |
|