Dear Members
The Board of Directors take pleasure in presenting the 36th Annual Report on the
business and operations of the Company, together with the Audited Statement of Accounts
for the Financial Year ended on 31st March, 2024..
OPERATIONS AND FINANCIAL RESULTS
The financial working results for the year are as under : -
(Rs. Lakhs)
| Particulars |
For the year ended 31 March 2024 |
For the year ended 31 March 2023 |
| Revenue from Operations |
8,694.77 |
7,677.50 |
| Other Income |
29.40 |
7.64 |
| Total Income |
8,724.16 |
7,685.15 |
| Operating Pro t (PBDIT)* |
29.20 |
153.73 |
| Gross Pro t (PBDT)* |
(79.03) |
76.97 |
| Pro t/ (Loss) before Tax |
(156.46) |
25.46 |
| Pro t/ (Loss) after Tax |
(156.46) |
25.46 |
| Other Comprehensive Income / (Loss) |
(27.42) |
0.89 |
| Balance carried to Balance Sheet |
(183.88) |
26.35 |
| Other Equity - Closing Balance |
(1719.92) |
(1536.04) |
*Excluding Exceptional Items
The year 2023-24 has been a year of growth of your Company due to improved demand.
Financial and operational performances have largely been close to the budgets. Your
Company managed to implement its plans and executed them more efficiently to post better
financial results. The Turnover of the Company stood at
8,694.77 Lakhs in FY 2023-24 as against Rs. 7,677.50 Lakhs in 2022-23 thereby making a
growth of 13.25% over the previous year. The Company, however, posted a Loss after Tax at
Rs. 156.46 Lakhs as against Profit (PAT) of Rs.25.46 Lakhs in the previous year. This was
largely because of increase in input cost as the Expenses of Operation have also increased
by 15.93%. A detailed analysis of Company's operations in terms of performance in Markets
business outlook risk and concerns forms part of the Management Discussion and Analysis, a
separate section to this Annual Report.
There was no change in the business of the Company.
The Company did not transfer any amount to General Reserve.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT.
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
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. Akshit Bafna, Whole Time Director will retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment in accordance
with the provisions of Companies Act, 2013.
Your directors recommend his reappointment at the ensuing Annual General meeting.
b. Changes in Directors and Key Managerial Personnel
During the year there were no changes in Directors of the Company and Key Managerial
Personnels of the Company.
c. Declaration by an Independent Director(s) and their Appointment
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence
laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and
of the Listing Regulations.
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 125
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 2024 are as under :
Remuneration of Managing Director Rs. 3,75,000/- p.m.
Mean Remuneration of the Employees of the Company : Rs.45,924.00 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. Vivek Saxena and Ms. Renu 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 2023-24.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
SUBSIDIARY, 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 Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
The Company has laid down Standard Operating Procedures and policies to guide the
operations of each of its functions. Business heads are responsible to ensure compliance
with these policies and procedures. Robust and continuous internal monitoring mechanisms
ensure timely identification of risks and issues.
The management, statutory auditors M/s. J K V S & Co., Chartered Accountants, and
internal auditors, M/s Mohit Jasuja & Associates, Chartered Accountants, have also
carried out adequate due diligence of the control environment of the Company through
rigorous testing.
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. 20.05.2023 |
Four Directors |
Four Directors |
| 2. 12.08.2023 |
Four Directors |
Four Directors |
| 3. 10.11.2023 |
Four Directors |
Four Directors |
| 4. 10.02.2024 |
Four Directors |
Four 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. Vivek Saxena, Independent Director as Chairman, Mr.
R. M. Bafna, Managing Director, as Member and Ms. Renu 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 20th May 2023, 12th
August 2023, 10th November 2023 and 10th February 2024.
Stakeholders Relationship Committee
Stakeholders Relationship Committee comprises of Mr. Vivek Saxena, 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 12th August 2023 and 10th February 2024.
Nomination & Remuneration Committee
During the year ended 31st March 2024 the Nomination & Remuneration Committee was
comprised of Mr. Vivek Saxena, Independent Director as Chairman, Mr. R. M. Bafna, Managing
Director as Member, and Ms. Renu Sharma, Independent Director as Member.
During the year, one Meeting of the Nomination & Remuneration Committee was held on
12th August 2023.
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 Company's 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 Organization 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
The Company has adopted a Risk Management Policy in accordance with section 134(3)(n)
of the Companies Act 2013. It establishes various levels of accountability and overview
within the Company.
The Audit Committee of the Board of the Company has been entrusted with the task to
frame, implement and monitor the risk management plan for the company and it is
responsible for reviewing the risk management plan and ensuring its effectiveness with an
additional oversight in the area of financial risks and controls.
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 various fields and leadership skills and also has one women Director on the
Board.
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 Redressed) 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
With reference to section 134(3)(h) of the Companies Act 2013 all the transaction
entered by the Company during FY 2023-24 with related Parties were in the ordinary course
of business and on arm's 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 there under,
during the year under review, the Company has not entered 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 be held 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.
Listing
The shares of your Company are listed on Mumbai and Calcutta Exchanges. But the shares
of the Company are suspended because of non-payment of Annual Fee. The Company is the
process of getting suspension revoked.
Annual Return
In accordance with the Companies Act, 2013, the annual return for 2023 in the
prescribed format is available at Company's 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
There were no significant and Material Orders of Regulators or Tribunal which could
have bearing on the Affairs of the Company during the year 2023-24.
Application under IBC
No Application made under Insolvency and Bankruptcy Code 2016 during the year 2023-24.
Details of difference between Valuation Amount on One Time Settlement and valuation
while availing Loan from Banks and Financial Institutions
During the year under review there had been no One Time Settlement with the Bank or
Financial Institution
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.
AUDITOR'S AND AUDITORS' REPORT
M/s. J K V S & Co. Chartered Accountants (Formerly Jitendra K Agarwal &
Associates) (Firm Registration No.
th
318086E) Auditors of the Company were appointed as Statutory Auditors of the Company at
the 34 Annual
th
General Meeting held on 29 September 2022 to hold office for the second term of five
consecutive years from
th th
the conclusion of the 34 Annual General Meeting of the Company, till the conclusion of
the 39 Annual General Meeting to be held in 2027, as required under Section 139 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
The observations of Auditors in the Auditors Report and 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 Upreti as Proprietor having
office at C2/112, Lodhi Colony, New Delhi 110003 for the financial year 2024-25, 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 2024-25 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 had appointed
M/s Siddiqui & Associates, Company Secretaries to conduct the Secretarial Audit of
your Company for the year 2023-24. The Secretarial Audit Report for the year 2023-24 is
annexed herewith as Annexure II to this Report. The Secretarial Audit Report does not
contain any qualifications, reservations, or adverse remark.
This may also be noted that the Company is in the process of getting Suspension of
Trading of Scripts of the Company revoked.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, any instances of fraud committed against the
Company by its officers or employees, under Section 143 (12) of the Companies Act,
2013,the details of which would need to be mentioned in the Board's report, which forms
part of this Integrated Annual Report.
Compliance of Secretarial Standards
Pursuant to provisions of section 118 of the Act the Company has complied with the
applicable provisions of the Secretarial Standards issued by the "The Institute of
Company Secretaries of India" and notified by Ministry of corporate Affairs.
DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT 2013
During the financial year 2023-24, your Company has not accepted any 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)(c) (viii) of the Companies (acceptance of deposit) Rules
2014.
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.
DIRECTOR'S RESPONSIBILITY STATEMENT :
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial Instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under Section
133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies
have been consistently applied except where a newly-issued accounting standard is
initially Adopted or a revision to an existing accounting standard requires a change in
the accounting policy hitherto in use. The directors confirm that :
In preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards have been followed and there are no material departures.
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 of the Company for that period.
The Directors have taken proper and sufficient care towards 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 fraud and other
irregularities.
The Directors have prepared the annual accounts on a going concern basis.
The Directors have laid down internal financial controls, which are adequate and are
operating effectively.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws, and such systems are adequate and operating effectively.
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 B, forming part of this 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 |
Vivek Saxena |
| Dated: 13.08.2024 |
Managing Director |
Director |
|
DIN 00159855 |
DIN 07903817 |
|