The Board of Directors take pleasure in presenting the 36th Annual Report on the business and operations of theCompany, together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2024..
The financial working results for the year are as under : -
(Rs. Lakhs)
Particulars
For the year ended31st March 2024
For the year ended31st 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 Profit (PBDIT)1
29.20
153.73
Gross Profit (PBDT)1
(79.03)
76.97
Profit/ (Loss) before Tax
(156.46)
25.46
Profit/ (Loss) after Tax
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)
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 Expensesof Operation have also increased by 15.93%. A detailed analysis of Company's operations in terms ofperformance in Markets business outlook risk and concerns forms part of the Management Discussion andAnalysis, 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.
There have been no material changes and commitments which affect the financial position of the Company thathave occurred between the end of the financial year to which the financial statements relate and the date of this report.
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 otherapplicable provisions if any of the Companies Act, 2013, one third of such of the Directors as are liable toretire by rotation, shall retire every year at the Annual General Meeting and if eligible, may offer themselvesfor re-appointment. Consequently Mr. Akshit Bafna, Whole Time Director will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with theprovisions of Companies Act, 2013.
Your directors recommend his reappointment at the ensuing Annual General meeting.
During the year there were no changes in Directors of the Company and Key Managerial Personnels of theCompany.
c. Declaration by an Independent Director(s) and their Appointment -
The Company has received necessary declaration from each independent director under Section 149(7) ofthe Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6), Codefor independent directors of the Companies Act, 2013 and of the Listing Regulations.
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 ownperformance and that of its committees. Schedule IV of the Companies Act, 2013, states that theperformance evaluation of independent directors shall be done by the entire Board of Directors excludingthe director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria andframework adopted by the Board & Nomination & Remuneration Committee. The Board approved theevaluation results as collated by the Nomination & Remuneration Committees.
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 (Appointmentand Remuneration) Rules, 2014 in respect of ratio of remuneration Managing and Whole Time Director tothe median remuneration of the employees of the Company for the Financial Year ended 31st March 2024are 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 theCompany. The Company is not having any Holding, subsidiary or Associate Company.
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 haveone third of Directors as Independent Director and the Company is having two Directors as Independent Directorout of Four Directors. Moreover, as the paid-up Share Capital of the Company is Rs. 4,50,80,000 and its networth is less than Rs. 25 crores and the regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is not applicable to the Company.
In order to conserve the resources of the Company, your directors do not recommend any dividend for the year2023-24.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared andpaid last year.
The Company is not having any subsidiary, joint ventures or Associate Companies. Accordingly, a Statementcontaining salient features of the financial statement of subsidiaries/associate companies/joint ventures asPursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014is not applicable.
The Company has in place adequate internal financial controls with reference to financial statements. TheInternal 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 ofreliable financial disclosures.
The Company has laid down Standard Operating Procedures and policies to guide the operations of each of itsfunctions. Business heads are responsible to ensure compliance with these policies and procedures. Robustand 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 MohitJasuja & Associates, Chartered Accountants, have also carried out adequate due diligence of the controlenvironment of the Company through rigorous testing.
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
2.
12.08.2023
3.
10.11.2023
4.
10.02.2024
The Company is having Audit Committee, Stakeholders Relationship Committee and Nomination &Remuneration 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 theCommittee. The Audit Committee meetings were held on 20th May 2023, 12th August 2023, 10th November2023 and 10th February 2024.
Stakeholders Relationship Committee comprises of Mr. Vivek Saxena, Independent Director as Chairman andMr. R. M. Bafna, Managing Director, as Member of the Committee. During the year the Company held only twoMeeting on 12th August 2023 and 10th February 2024.
During the year ended 31st March 2024 the Nomination & Remuneration Committee was comprised of Mr. VivekSaxena, Independent Director as Chairman, Mr. R. M. Bafna, Managing Director as Member, and Ms. RenuSharma, 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 Policyof Prohibition on Insider Trading.
Pursuant to rule 7 of the Companies (Meeting of Board & Power) Rules 2014, the Company has established aVigil Mechanism/Whistle Blower Policy. The purpose of this mechanism is to provide a framework to reportconcerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct orethics 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. Thepolicy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman ofAudit Committee or Ethics Officer.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with section 134(3)(n) of the CompaniesAct 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 andmonitor the risk management plan for the company and it is responsible for reviewing the risk management planand 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 trulydiverse Board will leverage differences in thought perspective knowledge skill regional and industry experiencecultural 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 theBoard.
Nomination and Remuneration Policy
The Board on the recommendation of Nomination & Remuneration Committee has framed a policy for selectionand 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 andRedressed) Act, 2013
The Company has put in place and practiced an Anti-Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. InternalComplaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. Allemployees are covered under this policy. During the year under review, the Company has not received anycomplaint 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 Companyduring FY 2023-24 with related Parties were in the ordinary course of business and on arm's length basis. TheCompany has formulated a policy on related party T ransactions.
In terms of section 134(3) (h) of the Companies Act 2013 and Rules made there under, during the year underreview, the Company has not entered any contract/ arrangements /transaction with related parties which couldbe considered material.
The details of the related party transaction entered during the year are provided in the accompanying financialstatements.
Provisions relating to Corporate Social Responsibility under section 135 of the Companies Act, 2013 are notapplicable 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 under186 of the Companies Act, 2013 and also did not provide any securities for the purpose of loans or guarantees toany 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 andRemuneration 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 inthe employment of the company or its directors or KMP, to purchase or subscribe for fully paid-up shares in thecompany or its holding company (the Company do not have any holding Company) to be held by them by way ofbeneficial 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 clause14 of SEBI (Share Based Employee Benefits) Regulations 2014 the Company has not issued any EmployeesStock Option Scheme. Accordingly, the aforementioned Rules and said SEBI (SBEB) Regulations 2014 are notapplicable.
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 Reportexcluding the aforesaid information is being sent to the members of the Company. The said information isavailable for inspection at the registered office of the Company during working hours and any member interestedin obtaining such information may write to the Company and the same will be furnished on request. The fullAnnual Report including the aforesaid information is being sent electronically to all those members who haveregistered their email addresses.
Listing
The shares of your Company are listed on Mumbai and Calcutta Exchanges. But the shares of the Company aresuspended because of non-payment of Annual Fee. The Company is the process of getting suspensionrevoked.
In accordance with the Companies Act, 2013, the annual return for 2023 in the prescribed format is available atCompany's website www.coilomatic.com
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 Affairsof the Company during the year 2023-24.
Application under IBC
No Application made under Insolvency and Bankruptcy Code 2016 during the year 2023-24.
During the year under review there had been no One Time Settlement with the Bank or Financial InstitutionCAPITAL AND DEBT STRUCTURE
As per disclosure regarding the Share Capital in accordance with Rule 4(4) and 8(13) of The Companies (ShareCapital and Debentures) Rules, 2014, during the year there was no change in the Capital & Debt structure of theCompany. Share Capital was not reclassified or restructured or no change in voting rights. The Company has notissued any shares with differential rights, Sweat Equity Shares or Employees Stock Option.
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 34th AnnualGeneral Meeting held on 29thSeptember 2022 to hold office for the second term of five consecutive years fromthe conclusion of the 34th Annual General Meeting of the Company, till the conclusion of the 39th Annual GeneralMeeting 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 areexplained in Annexure I to the Directors Report.
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of theCompanies Act, 2013, is required by the Company and accordingly such accounts and records are made andare 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 Delhi110003 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 financialyear 2024-25 along with a certificate confirming their Independence.
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 SecretarialAudit Report for the year 2023-24 is annexed herewith as Annexure II to this Report. The Secretarial AuditReport 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 theCompany revoked.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the AuditCommittee, any instances of fraud committed against the Company by its officers or employees, under Section143 (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 theSecretarial Standards issued by the "The Institute of Company Secretaries of India" and notified by Ministry ofcorporate Affairs.
During the financial year 2023-24, your Company has not accepted any deposits, within the meaning of section73 and 76 of the Companies 2013 read with Companies (Acceptance of Deposit) Rules 2014, at the beginning orduring or at the end of the financial year. However, the Company is having Unsecured Loans from Directorswhich is exempted deposit under the provisions of rule 2(1)(c) (viii) of the Companies (acceptance of deposit)Rules 2014.
A Cash Flow Statement, as required by the definition of Financial Statement under section 2(40) of theCompanies 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 thehistorical cost convention on accrual basis except for certain financial Instruments, which are measured at fairvalues, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribedunder Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian AccountingStandards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have beenconsistently applied except where a newly-issued accounting standard is initially Adopted or a revision to anexisting accounting standard requires a change in the accounting policy hitherto in use. The directors confirmthat :
• In preparation of the annual accounts for the financial year ended March 31, 2024, the applicableaccounting standards have been followed and there are no material departures.
• The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs 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 accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany 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 operatingeffectively.
• The Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws, and such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO.
The information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings andoutgo 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 theCompany by its Customers and various agencies of the Central Government, State Government of Haryana andBanks.
Your directors wish to place on record their sincere appreciation for the devoted services of all its employees andalso 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
1
Excluding Exceptional Items
The year 2023-24 has been a year of growth of your Company due to improved demand. Financial andoperational performances have largely been close to the budgets. Your Company managed to implement itsplans and executed them more efficiently to post better financial results. The Turnover of the Company stood at