Annual Report 2 - Coil O Maticcoilomatic.com/29th-annual-report-2016-2017.pdfthe referendum on reforms in Italy. However, the second half of 2016, witnessed some improvement, especially

Coventry Coil-o-Matic (Haryana) Ltd.

29th

ANNUAL REPORT

2016-2017

Board of Directors Mr. R. M. Bafna , Managing Director & CEO Mr. Arun Mittal, Director Ms. Smriti Bafna, Whole Time Director

Mr. Atul Kumar Chaturvedi, Director

Board Committee

Audit Committee

Mr. Arun Mittal, Chairman


Mr. R. M. Bafna, Mg. Director & CEO

Stakeholders Relationship Committee Mr. Arun Mittal, Chairman

Mr. R. M. Bafna, Managing Director & CEO

Nomination & Remuneration Committee

Mr. Arun Mittal, Chairman

Ms. Smriti Bafna, Whole Time Director,

Mr. R. M. Bafna, Mg. Director & CEO Mr. Atul Kumar Chaturvedi, Director

Registrar & Share Transfer AgentsLink Intime India Private Limited44, Community Centre, 2nd

Floor,Naraina Industrial Area, Ph I, Near PVR,Nairana, New Delhi-110028 Ph. 41410592-94

Auditors

Singhi & Co.

Chartered Accountants

Unit No.1704, Tower B, World Trade Tower, DND Fly Way, C-01, Sector 16,

Noida -201301, Uttar Pradesh

Secretarial Auditors

Siddiqui & Associates

Company Secretaries

D-49, Sarita Vihar

New Delhi-110076

Registered Office:

Vill. Salawas, Post Sangwari

Distt. Rewari-123401 Haryana

Chief Financial Officer

: Mr. R. P. Verma

Content

Page Nos.3-45-78-1717-1819-2021-32

Contents

Notice

Auditors Report

Management Discussion Analysis

Balance Sheet

Directors Report

Profit & Loss Statement

Conservation of Energy

Cash Flow Statement

Secretarial Audit Report

Notes to Financial Statement

Extracts of Annual Return

Notice of AGM e voting

Important Communication to MembersThe Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by the paperless compliances by the Companies and has issued circulars stating that allowing services of notice/documents including Annual Report can be sent by e mail to its Members. To support this green initiative of the Government in full measure, members who have not registered their e mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold the shares in physical form are requested to send the details of their e mail id to the Company or its Registrar & Share Transfer Agents Link Intime India Private Limited

Page Nos.33-3940414243-5758

NOTICEth rd NOTICE is hereby given that the 29 Annual General Meeting of the Company shall be held on Saturday, the 23

September, 2017 at 11:30 a.m. at its Registered Office - Village: Salawas, P.O. Sangwari, Distt. Rewari - 123 401 (Haryana), to transact the following business: -

ORDINARY BUSINESSst1. To receive, consider and adopt the Balance Sheet of the Company as at 31 March 2017 and Profit and

Loss Account for the year ended on that date together with the Reports of the Auditors and Directors thereon.

2. To appoint Director in place of Ms. Smriti Bafna, who retires by rotation, but being eligible, offers herself for re-appointment.

3. To appoint the Statutory Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

To consider and if thought fit, to pass with or without modification, the following Resolution as an ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and pursuant to recommendation of the Audit Committee and the Board of Directors, Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No 318086E) be and are hereby appointed as . Statutory Auditors of the Company in place of Messrs Singhi & Co., (Firms Registration No. 302049E), Chartered Accountants, who shall hold office for a period of five years, from the conclusion of this annual general meeting until the conclusion of the Thirty-fourth annual general meeting of the Company, subject to ratification by shareholders at each annual general meeting to be held hereafter, on a remuneration on a remuneration that may be determined by the Audit Committee in consultation with the Auditors.

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.

By order of the Board of Directorsfor COVENTRY COIL-O-MATIC (HARYANA) LIMITED

R. M. BafnathDate: 30 May, 2017 Managing Director

Place: Rewari DIN 00159855

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies, in order to be effective, must be received at the registered office of the company not less than 48 hours before the commencement of the meeting. Members, who hold shares in dematerialised form, are requested to bring their DP I.D. and Client I.D. for identification. A person can act as a proxy on behalf of Members not exceeding 10% of total share capital of the Company carrying voting rights. A Member holding more than 10% of total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

3. Corporate Members intending to send their representatives to attend the Meeting are requested to send to the Company a certified copy of resolution authorizing their representative to attend and vote on their behalf at the Meeting.

4. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the special business is annexed hereto.

5. The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company will remain rdclosed from 16th September 2017 to 23 September 2017 (both days inclusive).

6. Members are requested to bring their copy of the Annual Report, as Copies of the Report will not be distributed again at the Meeting.

7. Members who have multiple accounts are requested to intimate to the Company, the Ledger Folio Numbers of

CCHL

th29 Annual Report 2016-17 3

such accounts and send all relevant Share Certificates to enable the Company to consolidate all shareholding into one account. The Share Certificates will be returned back to the Members after consolidation.

8. Members are requested to notify the Company of any change in address in full with Pin code numbers.

9. Members desirous of getting any information about the accounts and operations of the Company are requested to send their queries to the Company at its Registered Office, so as to reach at least 10 days before the date of meeting to enable the Management to keep the information ready.

10. Members/proxy-holders are requested to produce at the entrance the attached Admission Slip duly completed and signed for admission to the meeting hall.

11. All documents referred to are open for inspection at the Registered Office of the Company during Office hours on any working days.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar and Share Transfer Agents Link Intime India Private Limited.

13. Voting through electronic means

As per Sections 107 and 108 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, facility is provided to the Shareholders for e-Voting through CDSL to enable them to

thcast their votes electronically on the resolutions mentioned in the Notice of the 29 Annual General Meeting thdated 30 May, 2017. The detailed process, instructions and manner for availing e-Voting facility is shown

th ndelsewhere in this Annual Report. The e voting shall remain open from 20 to 22 September 2017 The Company has fixed 25th August, 2017 as a cut-off date to record the entitlement of the Shareholders to cast their votes

thelectronically at the 29 Annual General Meeting. The Company has appointed Mr. K O Siddiqui, Company Secretary of Siddiqui & Associates, Company Secretaries, New Delhi, as scrutinizer for the purpose of e voting for this Annual General Meeting.

Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013, (hereinafter referred to as “the Act”) the following Explanatory Statements set out all material facts relating to the business mentioned under Item Nos. 4 to 6 of the accompanying Notice dated 30th May, 2017.

Item No. 4

The current auditors, Messrs Singhi & Co., (Firms Registration No. 302049E), Chartered Accountants were last re-appointed by the members at their annual general meeting held on 17 July 2014 to hold the office of auditor from the conclusion of the Twenty Fourth annual general meeting till the conclusion of this Twenty Ninth annual general meeting.

As per the provisions of section 139 of the Companies Act, 2013, no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Act also provided for an additional transition period of three years from the commencement of the Act i.e. 1 April 2014. The current auditors had completed a period of two terms of five consecutive years and. Hence, on their completing the transition period of three years provided under the Act, the term of the current auditors expires at the conclusion of the ensuing annual general meeting.

thThe Board of Directors at its meeting held on 30 May 2017, based on the recommendation of the Audit Committee has recommended the appointment of Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No. 318086E), as the statutory auditors of the Company for approval by the members Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No. 318086E) have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under section 141(3) (g) of the Act and that they are not disqualified to be appointed as statutory auditors, in terms of section 143 of the Act.

Messrs Jitendra Agarwal & Associates, Chartered Accountants will be appointed as the statutory auditors of the Company from the conclusion of this annual general meeting till the conclusion of the Thirty Fourth annual general meeting, subject to ratification of their appointment by the members at every intervening annual general meeting on a remuneration, out-of-pocket expenses etc., incurred in connection with the Audit as may be decided by the Board in consultation with the auditors from year to year.

None of the directors or key managerial personnel or their relatives are concerned or interested in the said resolution.

The Board commends the resolution for approval.


MANAGEMENT DISCUSSION & ANALYSIS

Overview

Coventry Coil-o-Matic (Haryana) Limited (CCHL) is one of Indias leading integrated spring solutions Company offering a comprehensive range of products and solutions catering to multiple industries. It is a leading manufacturer of Auto Suspension Springs as well as Power Brake Actuator Springs for Commercial Vehicles and is one of the leading market players in springs for other Industrial Applications. Business from the Auto Suspension Springs and Power Brake Actuator Springs accounted for more than 90% of the total turnover.

Macro–Economic Review

Global

The global economy witnessed a sluggish 3.1% growth owing to weak consumption, investment, trade and productivity. There was a rise of populism largely driven by events like Brexit, the US Presidential election and the referendum on reforms in Italy. However, the second half of 2016, witnessed some improvement, especially in the advanced economies. Growth picked up in the US as firms grew more confident about future demand. There was a resilient growth in the Euro area and United Kingdom on the back of strong domestic demand and resilient spending, respectively. Japans performance has also been on the upside with strong exports and investments related to the Tokyo 2020 Olympics. The growth in the emerging markets and developing economies (EMDEs) fell short of expectations. The EMDEs contribute to more than half of the global economic growth rate. Its subdued growth overshadowed the modest recovery in major developed countries. Their deceleration was accompanied by a modest increase in commodity prices, subdued global trade, financial market volatility and weakening capital flows. Indias performance was better compared to its global peers, despite temporary challenges of demonetization. Brazil, on the other hand, remained mired in a deep recession. Activity remained weak in fuel and non-fuel commodity exporters more generally, while geopolitical factors held back growth in parts of the Middle East and Turkey. Going ahead, a resilient household spending and inventory building are expected to support growth in the United States. A positive turnaround is also expected in Europe and Japan owing to cyclical recovery in global manufacturing and trade. East and South Asia remain the worlds most dynamic regions, benefiting from robust domestic demand and supportive macroeconomic policies. The EMDEs are also expected to grow at a healthy 4.5%, with the major support coming from recovery in Russia and Brazil.

India

India has emerged amongst one of the fastest growing economies in the world with an annual GDP of 7.1%. The growth was largely driven by a surge in public spending and increasing contribution from the industrial and service sectors. Based on new base year (2011-12), Index of Industrial Production (IIP) grew by 5.0% in FY 2016-17 compared to 3.4% in FY 2015-16, hence defying the negative impact of demonetisation.

The manufacturing sector, which has been the most volatile, grew by 4.9% in FY2017 as against 3.0% growth in FY2016. Mining and Electricity grew by 5.3% and 5.8%, respectively in FY2017. The Consumer Price Index (CPI) inflation moderated from 5.4% in Apr 2016 to 3.8% in Mar 2017. The wholesale price index (WPI) inflation increased from 0.8% in Apr 2016 to 5.7% in March 2017 owing to increase in fuel and manufactured goods prices. There is a further upside risk to the inflation owing to the possibilities of increasing global crude oil prices and firming up of global metals prices. Going ahead, 2018 is expected to witness an increase in government spending on infrastructure, pick up in private investment, good monsoon and surge in consumer spending. The implementation of Goods and Services Tax (GST) will further give the necessary boost to the economic growth.

Industry

The automotive sector continued its positive momentum during the year with demand picking up across all segments. The passenger vehicle sales crossed the three million milestones for the first time in 2016-17, growing by 9.23%, fastest in six years. This was largely on the back of demand for compact sports utility vehicles

CCHL


(SUVs). The overall sales growth remained at 6.81% during the same period. The growth of the auto industry is expected to continue in 2017 across all vehicle categories.

thIndia has the worlds 12 largest number of high-net-worth individuals, along with a growing working population

and an expanding middle-class that will drive the demand for automobiles and real-estate in the semi-urban and

urban areas.

The app-cab aggregators are expanding their operations extensively, resulting in higher demand for passenger vehicles.

The Company has received 4 Nos. TS/ISO certifications from its United Registrar of Systems.

I) TS 16949 : 2009 for Management System.

II) ISO 9001 : 2008 for Management System.

III) ISO 14001 : 2004 for Environmental Management System.

iv) ISO 18001 : 2007 for Health and Safety Management System.

Financial Performance:

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.

With new spring manufacturers coming into the Passenger Vehicle segment, thereby increasing huge competition, CCHL had to offer huge volume and cash Discounts to its Customers to retain and increase its Order Books. The Companys operations were under pressure to generate profits as this contributed to the Companys losses and put a lot of stress on its cash flow. Also with developing of new segment and to maintain quality and delivery schedules, there was high stress on internal efficiencies resulting in spurt in elevation of raw material and operational costs. Concerted efforts are being made to reduce and control the raw material and operational costs in the current fiscal.

New Product Development:

Because of high operational costs as explained above, CCHL was not able to adapt the new technology to increase its foray in the Front Suspension Springs for passenger cars and MUVs so as to further enable it to increase its presence in this segment again. However, with better control on its operational costs and reduction in raw material, the Company expects to start generating profits and be able to adapt the newer technology.

BUSINESS OUTLOOK AND OVERVIEW

Outlook

The future for automobile industry looks bright because of rising global automobile production and consumption

along with rapid urbanisation. The Indian Auto-component makers are well positioned to benefit from the

globalisation and have the potential to achieve $40 billion of exports by 2020.

Automotive Mission Plan 2016-26

► Indian automotive industry to grow 3.5-4 times of the current value of USD 74 billion to USD 260 -300 billion

by 2026

► India to be among top three automakers in the world along with China and US Auto Component to grow

from the current levels of Rs120 billion to Rs 593.5 –732 billion


► Passenger vehicles likely to increase between 9.4 -13.4 million units from the current level of 3.2 million units which will generate 65 million jobs (both direct and indirect) by 2026

► BSV norms to be adopted by 2019 and BSVI norms to be implemented by 2023 for passenger vehicles.

Risks

Risk management is an important aspect of CCHL operations. Dedicated measures are undertaken to mitigate

CCHL from the unforeseen external and internal adversities. It strengthens business operations and keeps

CCHL prepared to face any such challenges.

Human Resources

CCHL considers employees to be the most important assets that can guide the Company to growth.

Comprehensive and well-structured HR policies of CCHL ensure growth of employees at personal and

professional levels. CCHL focuses on attaining the highest levels of employee involvement by increasing their

participation in QC (quality control) circles, kaizen and suggestion schemes. CCHL also focuses on providing

regular knowledge up-gradation and training to employees to enhance their work skills and contribute towards

its growth. These trainings also inculcate leadership skills that enable CCHL to identify key management

personnel. CCHL emphasises on integrating key function areas across different functions ensuring better

synergy and intra and inter-functional effectiveness.

The Company assumes no responsibility in respect of forward looking statements herein which may undergo

changes in future on the basis of subsequent development, information or events.

CCHL


DIRECTORS’ REPORTthYour Directors have pleasure in presenting the 29 Annual Report together with the audited accounts and the

stReports of the Auditors for the year ended 31 March 2017.

OPERATIONS AND FINANCIAL RESULTS:

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

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. Smriti Bafna, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment in accordance with the provisions of Companies Act, 2013.

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

b. Changes in Directors and Key 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

Net Turnover 4741.45 4978.24

Other Income 9.08 42.83

Increase/(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)

(Rs. In lakhs)Particulars For the year ended For the year ended

31st

March 201631st

March 2017


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 thappointed as Statutory Auditors of the Company in the 26 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, for a . term of 5 (five) consecutive years from conclusion of forthcoming Annual General Meeting till the conclusion of

th34 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

CCHL


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:


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 recommendations of Audit Committee during financial year 2016-17.

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 Transaction 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 Director’s hereby state and confirm that:

S. No. Date of Board Meeting Strength of Board Nos. of Directors present 1. 30.05.2016 Three Directors Two Directors 2. 06.06.2016 Four Directors Four Directors 3. 10.08.2016 Four Directors Four Directors 4. 14.11.2016 Four Directors Four Directors 5. 11.02.2017 Four Directors Four Directors

CCHL


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 31st 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 operating effectively; 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 of 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) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration Executive Director to the median remuneration

stof the employees of the Company for the Financial Year ended 31 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.

CCHL


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

ANNEXURES TO DIRECTORS’ REPORTANNEXURE – A

(A) BASIS OF QUALIFIED OPINION IN THE AUDITORS REPORT

The Auditors in its Auditors Report has expressed qualified opinion as under

Note No. (xx) of 20(B) of other notes to financial statement regarding Going Concern Assumption may no longer be appropriate –As the Company has incurred significant operating losses, negative operating cash flows, adjudication of legal process against the company for loan liability and negative net worth indicating that going concern assumption is no longer be appropriate. Consequently, adjustment for amount of assets and classification of liabilities required to be recorded has not been carried.

Management Reply

Management has evaluated the circumstances and events and is of the view that it is largely because of earlier slowdown in the Auto Industry from which the Company has not been able to recover. The Company has now taken certain measures, the affect of which shall be seen in the coming years. This is a temporary phase and shall not affect the Companys ability to meet its obligations.

2.1 The company has not made provisions of Interest & Other Charges on Secured Loans taken from Financial Institutions/ Banks Rs. 7,05,33,652 as per interim order of the divisional bench of Punjab and Haryana high court , Chandigarh, as stated in Note No.– (viii) of Other notes 20(B).

2.2 Note No. 20(B) (viii) para (j) of other notes to financial statements describes that company has not made provision calculated on the IFCI debts confirmed by the order dated 18-01-2016 in DRT-I, New Delhi by AARCL for the recovery of Rs. 84,49,38,818 together with simple interest @ 13.50% p.a. from 14-05-2007 which amount to Rs. 197,27,93,246

2.3. Had the Provision been made, the Loss up to the year after tax Rs. 1,40,48,105/- would have resulted in loss of Rs. 2,01,80,15,347/-, Reserve & Surplus Deficit (Balance of Statement of Profit and Loss ) would have been Rs. 2,12,26,85,465/- instead of Rs. 11,87,18,223/-

Management Reply

2.1. The Company had deposited Rs. 5 Crores in the Punjab & Haryana High Court, Chandigarh which was given to Alchemist Asset Reconstruction Company Limited (AARCL) (Rs. 3 Crores) and Kotak Mahindra Bank Ltd (KMBL) (Rs. Rs. 2 Crores) and the affect was taken in the Books. The Company, in this regard, has already handed over 10 Acres of land (valued by AARCL at Rs. 18 Crores). But it may be noted that the


Order of Punjab & Haryana High Court is an Interim Order. Final Order is yet to be pronounced. The Company shall make changes in the books when the Final Order comes into effect.

2.2 Company has already filed an appeal against the Final Order of DRT 1. The Company shall comply with the Final Order depending on the outcome of the Appeal. Accordingly the amount in said Orders is not relevant for the time being.

2.3 As explained in 2.2 above.

3. The company had to give physical possession of a part of land comprising of approx. 10 acres as stated in Note No. 7 (b) whose approx. cost appearing in books is Rs. 12.02 Lakhs, to Alchemist Asset Reconstruction Company Ltd., assignees of IDBI & IFCI (Financial Institution) on 8th March 2013 as per the direction of Honorable Supreme Court who re-affirmed the interim orders of Honorable Punjab & Haryana High Court, Chandigarh of 9th August 2011. As informed to us, registry and other documents relating to sale of the land to third party is not available with the company, therefore necessary accounting entries could not be made in view of the matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss etc. in regards to the land.

Management Reply

Impact is not ascertainable unless the land of 10 Acres is sold by AARCL, for which the physical possession is already given. The Company has come to know that AARCL has transferred / sold the land to Varahalakshmi Infrastructure Pvt. Ltd., but formal communication or confirmation has not been received in this regard. The effect shall be made in the books only after the amount is ascertainable of the sale and the affects of the Interim Order is carried out.

Annexure A to the Audit Report.

(i)c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except the Company had given physical Possession on 08-03-2013 of approx. 10 Acre land whose approx. cost appearing in the books is ₹ 12.02 Lakhs, to M/s. Alchemist Asset Reconstruction Company Ltd. (assignees of IDBI & IFCI) as per the directions of the Honble Supreme Court who re-affirmed the Interim Orders of Honble Punjab & Haryana High Court, Chandigarh of 09-08-2011. As informed to us, registry and other documents relating to sale of the land to third party is not available with the company, therefore necessary accounting entries could not be made in view of the matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss, etc. in regards to the land, no effect has been given in the Fixed Assets Schedule of the Accounts.

Management Reply

Registry and other documents relating to sale of the land to third party is not available with the company, therefore necessary accounting entries could not be made in view of the matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss, etc. in regards to the land, no effect has been given in the Fixed Assets Schedule of the Accounts.

ANNEXURE- B

NOMINATION and REMUNERATION POLICY

Preamble

This Nomination and Remuneration Policy (“Policy”) has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015 (erstwhile Clause 49 of the Listing Agreement), Regulations, Circulars, Clarifications and Notifications as applicable and amended from time to time (hereinafter referred to as “Law”), by the Nomination and Remuneration Committee (“Committee”) and approved by the Board of Directors of Coventry Coil o Matic (Haryana) Limited. (CCHL) (hereinafter referred to as “Board”).

Objective

The objective of this Policy is to provide a consistent framework to the Committee to perform its functions in compliance with the Law pertaining to the appointment of, remuneration payable to and removal of Directors, key managerial personnel and senior management personnel and make appropriate recommendations to the Board.

CCHL


Applicability

This Policy shall be applicable to all Directors, Key Managerial Personnel, Senior Management Personnel and other employees of CCHL, wherever applicable.

Definitions

“Key Managerial Personnel (KMP)” means the Managing Director & CEO, Chief Financial Officer and Company Secretary. “Senior Management Personnel” shall mean the Chief Operating Officers of the respective SBUs of the Company, people designated as Executive Directors & Corporate Function heads.

Criteria for appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1. Appointment criteria and qualifications

Subject to Law and the HR Policy of the Company, the Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and/or Senior Management personnel in the manner as it deems fit and make appropriate recommendations (b) If required and considered fit by the Committee, appropriate consultations shall be held with CCHL MD & CEO.

2. Term / Tenure

The Term / Tenure of the Directors shall be governed by and as prescribed under Law.

3. Removal

Due to reasons for any disqualification mentioned under Law or any other justifiable grounds, the Committee may recommend to the Board, with reasons to be recorded in writing, for removal of a Director or KMP or Senior Management Personnel.

Criteria for determining qualifications, positive attributes and independence of a Director

1. The Committee shall consider the age, education, experience and such specific skills as may be required for the concerned position of an executive, non-executive or independent director and shall assess the professional success, leadership skills, ethics, integrity and values in the candidates recommended to the Board of directors, along with the potential of value addition to CCHL.

2. The Committee shall also consider the personal qualities of each candidate to be able to make a substantial and active contribution to Board deliberations. The candidate must be willing to commit, as well as have, sufficient time available to discharge the duties of a Director.

3. The Director should not have a direct or indirect material or pecuniary relationship with the Company, including its subsidiaries or affiliates or any member of senior management.

4. The Directors independence will further be confirmed on an annual basis upon the declarations made by such directors as per the Law.

5. Every director shall be obliged to forthwith inform the Committee and / or Board of any change in circumstances that may jeopardize his or her independence.

Remuneration payable to Directors, Key Managerial Personnel and other employees

1. Managing Director/ Whole-time Directors’

a. The Nomination and Remuneration Committee shall make such recommendations to the Board, as it may consider appropriate with regard to remuneration to Managing Director/ Whole-time directors.

b. The Remuneration/ Commission etc. to be paid to Managing Director/Whole-time directors shall be governed by Law read with Management Regulations of the Company and be subject to the approval of shareholders of the Company and Central Government, wherever required.

2. Non-Executive/ Independent Directors’

a. The Non-Executive / Independent Directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed ` One lakh per meeting of the Board or Committee or such amount as may be prescribed by Law.

b. The Non-executive / Independent directors may be entitled to reimbursement of reasonable and


direct expenses for participation in the Board and other meetings and profit related commission as may be approved by the shareholders of the Company which shall not exceed 1% of the net profits of the Company or such amount as may be prescribed by law from time to time.

c. An Independent director shall not be entitled to any stock option.

d. The sitting fee paid to Independent Directors and Women Directors, shall not be less than the sitting fee payable to other directors.

3. KMP, Senior Management Personnel and other employees

a. The remuneration of KMP (excluding the MD & CEO) and Senior Management Personnel shall be governed by the HR Policy of CCHL on the basis of recommendation of the MD & CEO of the Company.

b. The remuneration of other employees shall be governed by the HR Policy of CCHL.

c. The remuneration shall be subject to applicable taxes and the Company may withhold therefrom any amounts as are required to be withheld pursuant to the applicable laws. Any tax liability arising in respect of payments made pursuant to the remuneration shall be borne solely by the respective Director, KMP and Senior Management Personnel.

The Committee shall ensure that the –

► level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

► relationship of remuneration to performance is clear and meets appropriate performance benchmark; and

► remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Performance Evaluation

The evaluation of Directors, KMP and Senior Management Personnel shall be conducted yearly or at such intervals as may be considered necessary.

Disclosure

Adequate disclosures pertaining to this Policy shall be made in the Annual Report as a part of Boards Report and on the website of the Company as required by Law.

Amendments

► The Committee and /or the Board may review and amend this Policy as and when it deems necessary.

► In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date of such amendment(s), clarification, circular(s) etc.

ANNEXURE – C

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR

stTHE YEAR ENDED 31 MARCH 2017.

A. CONSERVATION OF ENERGY

The Companys operations involve low energy consumption. Wherever possible, energy conservation measures have already been implemented and there are no major areas where further energy conservation measures can be taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

CCHL


FORM A’

(See Rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

a. DHBVN Ltd. – Power Purchased

b. Captive Generation

CONSUMPTION PER UNIT OF PRODUCTION – PRODUCT (SPRING)

B. TECHNOLOGY ABSORPTION

FORM B’

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY, RESEARCH & DEVELOPMENT (R & D)

a) Research & Development:

(1) Specific areas in which R & D is carried out by the Company:

· Development of suspension springs for the 2-wheeler (Motorcycles and Scooters) Industry.

· Improvement in wire processing line for better surface finish and reducing breakages and warranties.

(2) Benefits derived as a result of the above R & D:

· Development of a new market such as the 2-wheeler Industry where there was no presence.

(3) Future plan of action:

· Review of existing products for developing cost effective products for other market areas.

· Improvising its present manufacturing facilities for attaining higher market share.

(4) Expenditure on R & D:

· As Research & Development is carried out by concerned areas, no separate accounts are, therefore, maintained.

b) Technology absorption, adaptation & innovations:

(1) Efforts towards technology absorption, adaptation and innovation:

· Increasing production efficiency by improving material handling systems and reducing stage work -in-process.

(2) Benefits derived as a result of above efforts:

· Reduced development time for new products.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

31.03.2017 31.03.2016DHBVN Ltd. – Power Purchased (kwh) Units 34,12,901 35,77,045Total Amount ₹ lakhs 287.44 305.57Rate per unit ₹ 8.42 8.55

D. G. Sets (kwh) Units 5,17,750 4,71,141Total Amount ₹ lakhs 67.35 61.06Rate per unit ₹ 13.01 12.96

Electricity Total Units (kwh) 39,30,651 40,48,186

Kwh/MT of Consumed (RM) 1035 931

2016-17 2015-16 Foreign Exchange Earnings ₹ 23,01,013 ₹ 26,89,947

Foreign Exchange Outgo ₹ 9,69,552 ₹ 90,59,515


ANNEXURE – D

Form No. MR-3

SECRETARIAL AUDIT REPORTst(For the Financial year ended 31 March 2017)

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Coventry Coil O Matic (Haryana) Limited

87 Km, NH 8, Vill. Salawas, Post Sangwari,

Distt. Rewari 123401 Haryana

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Coventry Coil o Matic (Haryana) Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Coventry Coil o Matic (Haryana) Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in

stmy opinion, the company has, during the audit period covering the financial year ended on 31 March 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by stCoventry Coil o Matic (Haryana) Limited for the financial year ended on 31 March 2017 according to the

provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. The Company is not having any FDI, ODI or ECB.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

i. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015;

CCHL


vi. The Company has complied with various provisions of Labour Laws, Environmental Laws and other related applicable Laws to extent applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements and entered into by the Company with Bombay Stock Exchange and other Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as aforesaid.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has had no major events or actions which are having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

for Siddiqui & AssociatesCompany Secretaries

Place New Delhi K.O.SIDDIQUIDate: 30.05. 2017 FCS 2229 ; CP 1284


Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st

March 2017 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

)

1.

CIN

L74999HR1988PLC030370

2.

Registration Date

23.09.1988

3.

Name of Company

COVENTRY COIL O MATIC (HARYANA) LTD.

4.

Category/sub category of the Company

Public Company limited by Share Capital

5.

Address of Registered Office & Contact

details

87 Km, NH 8, Village,

Salawas, Post Sangwari,

Distt. Rewari-123401,

Haryana

9896033299; [email protected]

6.

Whether listed

Yes

7.

Name, Address & contact details of

Registrar & Share Transfer Agent

Link Intime India Private Limited

44, Community Centre, 2

nd

Floor, Naraina Industrial Area, Phase I, Near PVR, Nairana

New Delhi-110028

011-41410592; [email protected]

II)

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S.No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1

Auto Suspension Springs

100%

2

Not Applicable

--

--

3

Not Applicable

--

--

III)

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of

Companies for which

information is being filled]]

S. No.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY / ASSOCIATE

%

OF SHARES

HELD

APPLICABLE SECTION

1 Not Applicable

---

---

---

---

IV) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1.

Mr. R. M. Bafna,Executive Director

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning

of the year

Cumulative Shareholding during the year

No. of shares

% of total

shares of the

company

No. of shares

% of totalshares of

thecompany

At the beginning of the year 1,010 0.022 1,010 0.022Date wise Increase / Decrease in Promoters NIL NIL NIL NILShare holding during the year 1,010 0.022 1,010 0.022

ANNEXURE-E

S.No.

CCHL

I REGISTRATION AND OTHER DETAILS


specifying the reasons for increase / decrease (e.g. allotment/transfer/ bonus/ sweat equity etc)

N.A. N.A. N.A. N.A.

At the end of the year 1,010 0.022 1,010 0.022

2. Mr. Arun Mittal, Director

S.No.



of the year


No. of shares

% of total shares of

the company

No. of shares

% of totalshares of

the company

At the beginning of the year

NIL

NIL

NIL

NIL

Date wise Increase / Decrease in Promoters

NIL

NIL

NIL

NIL

Share holding during the year

NIL

NIL

NIL

NIL

specifying the reasons for increase /

decrease (e.g. allotment/transfer/ bonus/ sweat equity etc)

N.A.

N.A.

N.A.

N.A.

At the end of the year

NIL

NIL

NIL

NIL

3.

Ms. Smriti Bafna, Whole Time Director

S.No.



of the year


No. of shares

% of total

shares of

the

company

No. of shares

% of totalshares of

the

company

At the beginning of

the year

NIL

NIL

NIL

NIL


NIL

NIL

NIL

NIL


NIL

NIL

NIL

NIL



N.A.

N.A.

N.A.

N.A.


NIL

NIL

NIL

NIL

4.


S.No.



of the year


No. of shares

% of total

shares of the

company

No. of shares

% of totalshares of

the

company

At the beginning of the year

NIL

NIL

NIL

NIL


NIL

NIL

NIL

NIL


NIL

NIL

NIL

NIL



N.A.

N.A.

N.A.

N.A.

At the end of the year NIL NIL NIL NIL


5. Mr. R P Verma, CFO

S.No.


Shareholding at the beginningof

the year

Cumulative Shareholding

during the year

No. of shares

% of total

shares of the

company

No. of shares

% of totalshares of

the

companyAt the beginning of the year

NIL

NIL

NIL

NIL


NIL

NIL

NIL

NIL


NIL

NIL

NIL

NIL



N.A.

N.A.

N.A.

N.A.


NIL

NIL

NIL

NIL

Category of % Change

Shareholders during

the year

% of % of

Total Total

(A)

Shareholding of Promoter and

Promoter Group

[1] Indian

(a) Individuals / Hindu Undivided Family 0 141400 141400 3.1366 14900 141400 156300 3.4672 0.3306

(b)

Central Government / State

Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) Any Other (Specify)

Bodies Corporate 0 1849030 1849030 41.0166 0 1849030 1849030 41.0166 0.0000

Sub Total (A)(1) 0 1990430 1990430 44.1533 14900 1990430 2005330 44.4838 0.3305

[2] Foreign

(a)

Individuals (Non-Resident Individuals /

Foreign Individuals) 0 0 0 0.0000 0 0 0 0.0000 0.0000

(b) Government 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Institutions 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Any Other (Specify)

Sub Total (A)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000

Total Shareholding of Promoter and

Promoter Group(A)=(A)(1)+(A)(2) 0 1990430 1990430 44.1533 14900 1990430 2005330 44.4838 0.3305

(B) Public Shareholding

[1] Institutions

(a) Mutual Funds / UTI 0 0 0 0.0000 0 0 0 0.0000 0.0000

(b) Venture Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Alternate Investment Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) Foreign Venture Capital Investors 0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000

(f) Financial Institutions / Banks 0 300 300 0.0067 0 300 300 0.0067 0.0000

(g) Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000

(h) Provident Funds/ Pension Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

(i) Any Other (Specify)

Sub Total (B)(1) 0 300 300 0.0067 0 300 300 0.0067 0.0000

[2]

Central Government/ State

Government(s)/ President of India

Sub Total (B)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000

[3] Non-Institutions

(a) Individuals

(i)

Individual shareholders holding

nominal share capital upto Rs. 1 lakh. 309783 644410 954193 21.1667 806369 641510 1447879 32.1180 10.9513

Coventry Coil-O-Matic (Haryana) Ltd

S.

No.

Shareholding at the

beginning of the year - 2016

Shareholding at the

end of the year - 2017

Physical Total Demat Physical Total Demat

V) SHAREHOLDING PATTERN (i) Category wise shareholding

CCHL


Category of % Change

Shareholders during

the year

% of % of

Total Total

(ii)

Individual shareholders holding

nominal share capital in excess of Rs.

1 lakh 159523 1334794 1494317 33.1481 712735 113500 826235 18.3282 -14.8199

(b) NBFCs registered with RBI 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Employee Trusts 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d)

Overseas Depositories(holding DRs)

(balancing figure) 0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Any Other (Specify)

Hindu Undivided Family 8026 0 8026 0.1780 18569 0 18569 0.4119 0.2339

Non Resident Indians (Non Repat) 200 0 200 0.0044 700 0 700 0.0155 0.0111

Non Resident Indians (Repat) 0 0 0 0.0000 2836 0 2836 0.0629 0.0629

Clearing Member 9975 0 9975 0.2213 8370 0 8370 0.1857 -0.0356

Bodies Corporate 50559 0 50559 1.1215 197781 0 197781 4.3873 3.2658

Sub Total (B)(3) 538066 1979204 2517270 55.8401 1747360 755010 2502370 55.5095 -0.3306

Total Public

Shareholding(B)=(B)(1)+(B)(2)+(B)(3) 538066 1979504 2517570 55.8467 1747360 755310 2502670 55.5162 -0.3305

Total (A)+(B) 538066 3969934 4508000 100.0000 1762260 2745740 4508000 100.0000 0.0000

(C) Non Promoter - Non Public

[1] Custodian/DR Holder 0 0 0 0.0000 0 0 0 0.0000 0.0000

[2]

Employee Benefit Trust (under SEBI

(Share based Employee Benefit)

Regulations, 2014) 0 0 0 0.0000 0 0 0 0.0000 0.0000

Total (A)+(B)+(C) 538066 3969934 4508000 100.0000 1762260 2745740 4508000 100.0000

Coventry Coil-O-Matic (Haryana) Ltd

Sr No

Shareholding at the

beginning of the year - 2016

Shareholding at the

end of the year - 2017

Physical Total Demat Physical Total Demat

(ii) Shareholding of Promoters

COVENTRY SPRING & EGG. LTD.

CASTLETON TEA CO. (P) LTD.


13 RAJ KUMAR SHARMA 5000 0.1109 0 5000

14 SURESH KUMAR NOHAL 5000 0.1109 0 5000

15 GOPAL DAS KHANNA 4500 0.0998 0 4500

16 SHIV DUTT GUPTA 4000 0.0887 0 4000

17 SHREE MANI MISHRA 4000 0.0887 0 4000

18 KISHAN LAL PUROHIT 3500 0.0776 0 3500

19 KUNJ BEHARI AGGARWAL 3500 0.0776 0 3500

20 RAJESH KUMAR MATOLIA 3500 0.0776 0 3500

21 SURENDRA KUMAR MATOLIA 3500 0.0776 0 3500

22 SURESH KUMAR GUPTA 3500 0.0776 0 3500

23 PREM CHAND SHARMA 3000 0.0665 0 3000

24 PRAVEEN KUMAR SINGHI 2000 0.0444 0 2000

25 SHARWAN KUMAR AGGARWAL 2000 0.0444 0 2000

26 ANIL BAFNA 1010 0.0224 0 1010

27 ASHOKE MAL BAFNA 1000 0.0222 0 1000

28 JAI SINGH SINGHI 1000 0.0222 0 1000

29 KISHORE MAL BAFNA 1000 0.0222 0 1000

30 MANJULA SINGHI 1000 0.0222 0 1000

31 NARENDRA MAL BAFNA 1000 0.0222 0 1000

32 PRAKASH MAL BAFNA 1000 0.0222 0 1000

33 RAJENDRA MAL BAFNA 1000 0.0222 0 1000

34 SANDEEP BAFNA 1000 0.0222 0 1000

35 VIRENDRA KUMAR 800 0.0177 0 800

36 HARILAL KESHAVLAL SHAH 500 0.0111 0 500

37 N ANNAMALAI 500 0.0111 0 500

38 NIRMAL NAVALAKHA 400 0.0089 0 400

39 R K ROY CHAUDHARY 400 0.0089 0 400

40 PURNENDU BANERJEE 100 0.0022 0 100

41 VIRENDRA KUMAR 100 0.0022 0 100

42 ASHOKE MAL BAFNA 10 0.0002 0 10

43 JAGDISH CHANDRA MALHOTRA 10 0.0002 0 10

44 JITENDRA SINGH 10 0.0002 0 10

45 KRISHAN KUMAR SHARMA 10 0.0002 0 10

46 MUNISH ARORA 10 0.0002 0 10

47 NARENDRA MAL BAFNA 10 0.0002 0 10

48 NARENDRA SINGH BRAR 10 0.0002 0 10

49 PREM NATH ARORA 10 0.0002 0 10

50 RAJENDRA MAL BAFNA 10 0.0002 0 10

51 PREM NATH ARORA 0 0 0 14900

Total 1990430 44.1533 0 2005330 44.4838

0.1109

0.1109

0.0998

0.0887

0.0887

0.0776

0.0776

0.0776

0.0776

0.0776

0.0665

0.0444

0.0444

0.0224

0.0222

0.0222

0.0222

0.0222

0.0222

0.0222

0.0222

0.0222

0.0177

0.0111

0.0111

0.0089

0.0089

0.0022

0.0022

0.0002

0.0002

0.0002

0.0002

0.0002

0.0002

0.0002

0.0002

0.0002

0.3305

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0.3305

0.3305

CCHL


(iii) Changes in Promoters Shareholding

COVENTRY SPRING & EGG. LTD.

CASTLETON TEA CO. (P) LTD.


CCHL



CCHL

(iv)


Shareholding Pattern of Top Tens Shareholders

SR NO SHAREHOLDER NAME DPID/Folio PAN SHARES BENPOS_DATE

1 SAYDUR REHMAN KHAN K003950 29700 31/03/2016

2 SAYDUR REHMAN KHAN K003950 29700 31/03/2017

3 MOHMMED FARROQ KHAN K003951 26000 31/03/2016

4 MOHMMED FARROQ KHAN K003951 26000 31/03/2017

5 GROWMORE LEASING & INVESTMENT P LTD L001601 57800 31/03/2016

6 GROWMORE LEASING & INVESTMENT P LTD L001601 57800 31/03/2017

7 FOX SOFTWARE TECHNOLOGIES LIMITED IN30020610760089 AAACF7413K 109187 31/03/2017

8 NISSAN COMMODITIES PRIVATE LIMITED 1203450000674723 AABCN1617Q 29722 31/03/2016

9 NISSAN COMMODITIES PRIVATE LIMITED 1203450000674723 AABCN1617Q 29722 31/03/2017

10 SANTOSH SITARAM GOENKA 1203760000361401 AACPG6728R 73896 31/03/2016

11 SANTOSH SITARAM GOENKA 1203760000361401 AACPG6728R 73896 31/03/2017

12 SUPRIYA SANTOSH GOENKA 1203760000361429 AAFPG7619A 18566 31/03/2016

13 SUPRIYA SANTOSH GOENKA 1203760000361429 AAFPG7619A 18566 31/03/2017

14 MANISHKUMAR N LAVTI 1203320000565682 AAIPL4972A 22520 31/03/2016

15 MANISHKUMAR N LAVTI 1203320000565682 AAIPL4972A 22520 31/03/2017

16 RAJIV MEHTA IN30105510572286 AAIPM0892J 59228 31/03/2017

17 DHARAM VIR IN30120910131127 AALPV7843F 50536 31/03/2017

18 SUBHASH NANDLAL AGRAWAL 1203230000785323 AAVPA1826D 30534 31/03/2017

19 RAMESH M R IN30023910893447 AAXPR8906K 121182 31/03/2017

20 PAWAN SOBTI IN30051314439588 ACMPS7165G 43396 31/03/2017

21 SHIFALI MEHTA IN30105510580165 AFAPM2372Q 65462 31/03/2017

22 LAHUKUMAR DATTUJI BEHATE 1201130000200384 AFZPB8862R 15952 31/03/2016

23 LAHUKUMAR DATTUJI BEHATE 1201130000200384 AFZPB8862R 15952 31/03/2017

24 AZIZ UR REHMAN MEHBOOB KHAN 1202970000140659 AIJPK0395F 10200 31/03/2016

25 AZIZ UR REHMAN MEHBOOB KHAN 1202970000140659 AIJPK0395F 10200 31/03/2017

26 SELMAN MOHAMED BABU . 1202390000297412 AIUPB9408R 7481 31/03/2016




30 SALMAN BABU IN30189510127014 AIUPB9408R 291 31/03/2017

31 ASHOK SETHIA IN30400410002114 AMAPS3957Q 32902 31/03/2017

VI)

INDEBTEDNESS -Indebtedness of the Company including interest outstanding/ accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 2,77,10,240 44,38,405 NIL 3,21,48,645

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) 2,77,10,240 44,38,405NIL 3,21,48,645


VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. R. M. Bafna Ms. Smriti Bafna

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 25,16,332 24,00,000 49,16,332

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL

NIL NIL

(c) Profits in lieu of salary under section 17(3) Income-

tax Act, 1961

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

-

as % of profit

-

others, specify…

NIL

NIL

NIL

5

Others, please specify

NIL

NIL

NIL

Total (A)

25,16,332

24,00,000

49,16,332

Ceiling as per the Act

i) Principal Amount

2,79,15,434

44,38,405

NIL

3,21,48,645

ii) Interest due but not paid

NIL

NIL

NIL

NIL

iii) Interest accrued but not dueNIL

NIL

NIL

NIL

Total (i+ii+iii) 2,79,15,434 44,38,405NIL 3,21,48,645

Change in Indebtedness during the financial year

* Addition

NIL

NIL

NIL

NIL

* Reduction

2,05,194

NIL

NIL

NIL

Net Change

2,05,194

NIL

NIL

NIL

Indebtedness at the end of the financial year

B. Remuneration to other directorsS No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. Arun Mittal

Mr. A K Chaturvedi

1

Independent Directors

Fee for attending board committee meetings

20,000

13,000

33,000

Commission

NIL

NIL

NIL


NIL

NIL

NIL

Total (1)

NIL

NIL

NIL

CCHL


C. Remuneration to Key Managerial Personnel other than MD/ Manager/WTDS No. Particulars of Remuneration Key Managerial Personnel

CS CFO

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

NIL 7,20,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL

NIL

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

NIL

NIL

2

Stock Option

NIL NIL

3

Sweat Equity

NIL

NIL

4

Commission

NIL NIL

-

as % of profit

NIL NIL

-

others, specify…

NIL NIL

5


NIL

NIL

Total

NIL

7,20,000

Total

7,20,000

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

7,20,000

Total Managerial Remuneration 20,000 13,000 33,000

Overall Ceiling as per the Act NA NA NA

2 Other Non-Executive Directors

Fee for attending board committee meetings

NIL

NIL

NIL

Commission

NIL

NIL

NIL


NIL

NIL

NIL

Total (2)

NIL

NIL

NIL

Total (B)=(1+2)

NIL

NIL

NIL

VIII)

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief

Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority

[RD / NCLT/ COURT]

Appeal made,if any (give Details)

A. COMPANY

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

NIL

B. DIRECTORS

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

Date: 30th

May, 2017

ARUN MITTAL R.M. BAFNA

Place: Rewari

Director Managing Director

DIN 00049425 DIN 00159855


INDEPENDENT AUDITORS REPORT

To the Members of COVENTRY COIL-O-MATIC (HARYANA) LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of COVENTRY COIL-O-MATIC (HARYANA) LIMITED st(“the Company”), which comprise the Balance Sheet as at 31 March, 2017, and the Statement of Profit and

Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Basis for Qualified Opinion

1. Note No. (xx) of 20(B) of other notes to financial statement regarding Going Concern Assumption may no longer be appropriate – As the Company has incurred significant operating losses, negative operating cash flows, adjudication of legal process against the company for loan liability and negative net worth indicating that going concern assumption is no longer be appropriate. Consequently, adjustment for amount of assets and classification of liabilities required to be recorded has not been carried.

2. 2.1 The company has not made provisions of Interest & Other Charges on Secured Loans taken from Financial Institutions/ Banks Rs. 7,05,33,652 as per interim order of the divisional bench of Punjab and Haryana high court , Chandigarh, as stated in Note No. – (viii) of Other notes 20(B).

2.2 Note No. 20(B) (viii) para (j) of other notes to financial statements describes that company has not made provision calculated on the IFCI debts confirmed by the order dated 18-01-2016 in DRT-I, New

CCHL


Delhi by AARCL for the recovery of Rs. 84,49,38,818 together with simple interest @ 13.50% p.a. from 14-05-2007 which amount to Rs. 197,27,93,246.

2.3 Had the Provision been made, the Loss up to the year after tax Rs. 1,40,48,105/- would have resulted in loss of Rs. 2,01,80,15,347/-, Reserve & Surplus Deficit (Balance of Statement of Profit and Loss ) would have been Rs. 2,12,26,85,465/- instead of Rs. 11,87,18,223/-

3. The company had to give physical possession of a part of land comprising of approx. 10 acres as stated in Note No. 7 (b) whose approx. cost appearing in books is Rs. 12.02 Lakhs, to Alchemist Asset Reconstruction Company Ltd., assignees of IDBI & IFCI (Financial Institution) on 8th March 2013 as per the direction of Honourable Supreme Court who re-affirmed the interim orders of Honourable Punjab & Haryana High Court, Chandigarh of 9th August 2011. As informed to us, registry and other documents relating to sale of the land to third party is not available with the company, therefore necessary accounting entries could not be made in view of the matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss etc. in regards to the land.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, for the effects/ possible effects of the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required but does not give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its Loss and its cash flows for the year ended on that date

Emphasis of Matter

We draw attention to:

a) Note No. 20 (B) para (xv) (ii) to financial statement, which describes contingent liability not provided for claims under adjudication

· in DRT-II, New Delhi by KMBL for recovery of Rs. 4,72,06,961 and

· in DRT-I, New Delhi by AARCL for recovery of the dues calculated on the IDCI Debts Rs. 93,15,19,000

(The Company has also filed counter claims of more than Rs.500 Crores on both KMBL and AARCL.)

b) Note No. 20 (B) para (iii) to financial statement, which describes Account Reconciliation/Confirmation in respect of certain accounts of Debtors, have not been received and they are subject to confirmations and reconciliation. The management is of the opinion that adjustment, if any, arising out of such reconciliation would not have material effect on the financial statement of current year.

c) Note No. 20 (B) para (iv) to financial statement, which describes Account Reconciliation/Confirmation in respect of certain accounts of Vendors have not been received and they are subject to confirmations and reconciliation. The management is of the opinion that adjustment, if any, arising out of such reconciliation would not have material effect on the financial statement of current year.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the purposes of our audit.

b. for the effects/ possible effects of the matter described in the basis for qualified opinion paragraph in our opinion, in our opinion, proper books of account as required by law have not been kept by the Company so far as it appears from our examination of those books.


c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. for the effects/ possible effects of the matter described in the basis for qualified opinion paragraph in our opinion, the aforesaid financial statements does not comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).

st e. On the basis of the written representations received from the directors as on 31 March, 2017 taken ston record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017 from

being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

g. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2017, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 20 (B) (viii) and (xv) to the Financial Statements;

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education & Protection Fund by the company.

iv. The Company has provided requisite disclosures in Note No. Note 20 (B) (xxi) to these financial statements as to holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealing in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on our audit procedures and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the book of accounts maintained by the company as produced to us.

For SINGHI & CO.Chartered Accountants

Firm Registration No. 302049E

B.L. ChorariaPlace: Noida PartnerDate: 30.05.2017 Membership No. 022973

CCHL


Name of Statue

Nature of Dues Periods to which the amount

pertain

Amount (in Rs.) (Net of Deposit)

Forum where dispute is pending

Central Excise Service Tax 2007-08 4,10,613 CESTAT

Annexure – A to the Auditors Report

Annexure referred to in paragraph 1 of our report of even date on the other legal and regulatory requirements

Re: COVENTRY COIL-O-MATIC (HARYANA) LIMITED

(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipments.

b. The management has made a policy to conduct physical verification once in a block of 3 years. But, no physical verification has been carried out during the year.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except the Company had given physical Possession on 08-03-2013 of approx. 10 Acre land whose approx. cost appearing in the books is ₹ 12.02 Lakhs, to M/s. Alchemist Asset Reconstruction Company Ltd. (assignees of IDBI & IFCI) as per the directions of the Honble Supreme Court who re-affirmed the Interim Orders of Honble Punjab & Haryana High Court, Chandigarh of 09-08-2011. As informed to us, registry and other documents relating to sale of the land to third party is not available with the company, therefore necessary accounting entries could not be made in view of the matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss, etc. in regards to the land, no effect has been given in the Property, Plant & Equipments Schedule of the Accounts.

(ii) As explained to us, inventories were physically verified during the year by the management. In our opinion, the frequency of verification is reasonable and no material discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013, therefore provisions of this clause are not applicable to the company.

(iv) According to the information and explanation given to us, the Company has not given any loans, made investments, given guarantee or securities during the year under the provisions of section 185 and 186 of the Act, therefore provision of this clause is not applicable to the company.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and hence provisions of Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder with regard to the deposits accepted from the public are not applicable to the company.

(vi) The company is required to maintain cost records pursuant to the rules made by the central government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) a. According to the records of the Company, the Company is irregular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of custom, duty of excise, value added-tax, cess and other statutory dues applicable to it with the appropriate authorities. Company has not deposited Service Tax of Rs. 5,37,047 at the year-end for a period of more than six months.

b. According to the information and explanation given to us and records of the Company, there are no dues outstanding of sales tax, income tax, service tax, custom duty, wealth tax, excise duty on account of any dispute, other than the following:


viii) In regard to the default in repayment of Term Loan, the divisional bench of Punjab and Haryana High Court, Chandigarh has passed an interim order of total long-term loan, interest etc. for Rs. 18,50,00,000/-. The company has not made provision during the year for balance amount of Rs. 7,05,33,652/- as referred to in note no.-(viii) of Other notes 20(B).

Also, the company has not made provision calculated on the IFCI debts confirmed by the order dated 18-01-2016 in DRT-I, New Delhi by AARCL for the recovery of Rs. 84,49,38,818 together with simple interest @ 13.50% p.a. from 14-05-2007 which amount to Rs. 197,27,93,246 as referred in Note No.20(B) (viii) para (j) of other notes to financial statements.

(ix) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purpose for which loans were obtained. The company has not raised any moneys by way of Public issue/ Follow-on offer.

(x) Based on our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers/employees, has been noticed or reported during the year.

(xi) Based on our examination of the books and records of the Company and according to the information and explanations given to us, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

(xii) The Company is not a Nidhi Company, therefore provisions of this clause are not applicable to the company.

(xiii) Based on our examination of the books and records of the Company, all transactions with related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, therefore provisions of this clause are not applicable to the company.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, the company hasnt entered into any non-cash transactions with directors or persons connected with him, therefore provisions of this clause are not applicable to the company.

(xvi) Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934, therefore provisions of this clause are not applicable to the company.




CCHL


Annexure – B to the Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of COVENTRY COIL-O-MATIC st(HARYANA) LIMITED (“the Company”) as of 31 March, 2017 in conjunction with our audit of the financial

statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at

st31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




CCHL


(Figure in Rs.)

Note No As at

31-03-2017

As at 31-03-2016

₹ ₹

I EQUITY AND LIABILITIES

(1) SHAREHOLDERS’ FUNDS

(a) Share Capital 1 45,080,000

45,080,000 (b) Reserves and Surplus 2 (118,718,223) (104,670,118)

(73,638,223) (59,590,118)

(2) NON-CURRENT LIABILITIES

(a) Long-term borrowings 3 1,124,012

570,782

(b) Long-term provisions 4 18,542,324

16,520,183

19,666,336

17,090,965

(3) CURRENT LIABILITIES

(a) Short Term Borrowings5

4,438,405

4,438,405

(b) Trade payables 6

(A) Due to Micro, Small and Medium Enterprises -

-

(B) Due to Others 132,898,289

106,223,847

(c) Other current liabilities 7 67,126,993

59,288,548

(d)Short-term provisions 4 787,827

1,577,955

205,251,514

171,528,755

TOTAL151,279,627 129,029,602

II ASSETS

(1) NON-CURRENT ASSETS

(a) Property, Plant and Equipment

(i) Tangible assets 8 44,297,480

42,958,658

(ii) Assets held for disposal -

120,868

(b) Long-term loans and advances 9 3,491,972

3,514,472

47,789,452

46,593,998

(2) CURRENT ASSETS

(a) Inventories 11 12,982,278

14,433,689

(b) Trade Receivables 12 67,161,100

44,805,705

(c )Cash and Bank Balances 13 1,084,895

785,107

(d) Short-Term Loans and Advances 9 19,335,905

18,740,168

(e )Other Current Assets 10 2,925,997

3,670,935

103,490,175

82,435,604

TOTAL 151,279,627

129,029,602

Significant Accounting Policies 20(A)

Other Notes to Accounts 20(B)

The accompanying notes are integral part of the Financial Statements

This is the Balance Sheet referred to in our report of even date

For SINGHI & CO.Chartered AccountantsFirm Registration Number : 302049E

B.L. Choraria

R.M. Bafna

Partner

Managing Director

M.No. 022973

DIN No. 00159855

Place: NoidaDated: 30th May, 2017 Chief Financial Officer

R.P. Verma

BALANCE SHEET AS AT 31st March, 2017

Arun MittalDirector

DIN No. 00049425

For and on behalf of the Board of Directors


(Figure in Rs. )

Note No

For the year ended

31-03-2016

₹

I Revenue from Operations 14 (A) 474,145,484

499,886,893

II Other Income 14 (B) 908,133

2,219,562

III Total Revenue (I + II) 475,053,617 502,106,455

IV Expenses

Cost of Materials Consumed 15 276,392,130

299,530,618

-

Changes in Inventories of Finished Goods, Work-in-Process

Semi- Finished and Stock-in-Trade 16 92,919

13,604,191

Employee benefits Expenses 17 64,334,721

57,976,866

Finance Costs 18 2,795,004

1,403,945

Other Expenses 19 142,525,872

148,467,914

Depreciation and amortization Expenses 8 2,961,076

3,372,213

Total Expenses 489,101,722

524,355,747

V Profit before exceptional/extraordinary items and Tax (III-IV) (14,048,105)

(22,249,293)

Exceptional/Extraordinary items

VI

Compensation Received from NHAI against compulsory acquisition of land - -

VI Profit before Tax (V-VI) (14,048,105) (22,249,293) VII Tax Expense:

(1) Tax for earlier years - - (2) Deferred Tax/ (Charge) -

-

Total Tax Expense -

- VIII Profit (Loss) for the year (VI-VII) (14,048,105)

(22,249,293)

Earnings per Equity Share of Rs. 10 each:

Basic & Diluted (Refer Note No. 20(B)(i)) (3.12)

(4.94)

Significant Accounting Policies 20(A)

Other Notes to Accounts 20(B)

The accompanying notes are integral part of the Financial Statements

This is the statement of Profit & Loss referred to in our report of even date

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2017

CCHL

For the year ended

₹

31-03-2017



B.L. Choraria

R.M. Bafna

Partner

Managing Director

M.No. 022973

DIN No. 00159855


R.P. Verma

Arun MittalDirector

DIN No. 00049425


For the year ended

31-03-2017

For the year ended31-03-2016

₹ ₹

CASH FLOW FROM OPERATING ACTIVITY

A) Net Profit/ (Loss) before tax (14,048,105) (22,249,293) Adjustment for :

Provisions 1,232,013 (522,746) Unrealised Foreign exchange fluctuation (Gain) / loss -

-

Depreciation 2,961,076

3,372,213

Interest expenses 2,795,004

1,403,945

Interest received (248,134)

(269,936) Loss from sale of assets -

1,916

Liabilities no longer required written back (659,999)

(1,848,826)

Operating profit/(loss) before working capital changes (7,968,145)

(20,112,726)

Adjustment for :

(Increase)/Decrease In Debtors (22,355,395)

11,243,124

(Increase)/Decrease In Inventories 1,451,411

21,691,165

(Increase)/Decrease In Bank Deposit (21,332)

(61,789)

(Increase)/Decrease In short term Loan and Advances (595,737)

(11,178,384)

(Increase)/Decrease In long term Loan and Advances 22,500

(196,000)

(Increase)/Decrease In other current assets 744,937

(1,954,770)

Increase/(Decrease) In Creditors 26,674,442

(3,032,145)

Increase/(Decrease) In other current Liabilities 8,486,105

3,318,111

Cash Generated/(Used) in Operation 6,438,786

(283,414)

Income Tax & Deferred Tax -

-

Cash flow before extraordinary item 6,438,786

(283,414)

NET CASH FROM OPERATING ACTIVITIES (A) 6,438,786

(283,414)

B) CASH FLOW FROM INVESTING ACTIVITIES:Additions to Property, Plant & Equipment (Inclusive capitalwork in progress and advances on capital account) (4,179,030)

(2,630,859)

Interest received 248,134

269,936

Sale of Property, Plant & Equipment -

20,000

NET CASH FROM INVESTING ACTIVITIES (B) (3,930,896)

(2,340,923)

C) CASH FLOW FROM FINANCING ACTIVITIESShort Term Borrowing from Director -

4,438,405Loan Taken / Repayment of borrowings 553,230

(510,199)

Interest paid (2,782,665)

(1,396,327)

NET CASH FROM FINANCING ACTIVITIES (C) (2,229,435)

2,531,879

D) NET INCREASE/(DECREASE) IN CASH

& CASH EQUIVALENT (A+B+C) 278,455

(92,459)

Cash & Cash Equivalent - Opening 401,659

494,118

Cash & Cash Equivalent - Closing 680,115

401,659

Notes :

2. Previous year figures have been regrouped / rearranged wherever considered necessary to make them comparable.This is the Cash Flow Statement referred to in our report of even date.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March, 2017

1. The cash flow statement has been prepared under indirect method as per accounting standard (AS-3).



B.L. Choraria

R.M. Bafna

Partner

Managing Director

M.No. 022973

DIN No. 00159855


R.P. Verma

Arun MittalDirector

DIN No. 00049425


Notes to the Financial Statement As at 31st March, 2017

1. SHARE CAPITAL

As at

31-03-2017

As at 31-03-2016

₹ ₹i)

1,00,00,000 (Previous year 1,00,00,000)

Equity Shares of Rs 10/- each 100,000,000

100,000,000

Issued, subscribed & fully paid up

45,080,000

45,080,000 Total 45,080,000

45,080,000

ii)

Equity Shares As at

31-03-2017

As at 31-03-2016

No. of shares No. of shares

Shares outstanding at the beginning of the year 4,508,000 4,508,000

Add: Shares issued during the year in cash - - Add: Shares issued during the year in kind - -

Shares outstanding at the end of the year4,508,000 4,508,000

iii) Terms/Rights attached to equity shares

iv) Details of shareholders holding more than 5% shares in the company

Name of shareholder

No. of shares held % of holding No. of shares held % of holding

Coventry Spring & Engineering Company Limited 1791530 39.74% 1791530 39.74%

Total 1791530 1791530

2. RESERVES AND SURPLUS

As at

31-03-2017 As at

31-03-2016

₹ ₹Profit/(loss) in the statement of profit and loss

Balance as per the last financial statements (104,670,118) (82,420,825)

Add: Net profit/(loss) for the year (14,048,105) (22,249,293)

Net profit/(loss) in the statement of profit and loss (118,718,223) (104,670,118)

Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period

Authorised shares

The company has only one class of shares referred to as equity shares having par value of ₹10 per share. Each holder of

equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. However, same is

subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation of the company , the

holder of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential

amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.

As at 31-03-2017 As at 31-03-2016

45,08,000 (Previous year 45,08,000) equity

shares of ₹10/- each fully paid up in cash

CCHL


3. LONG TERM BORROWINGS

As at

31-03-2017

As at 31-03-2016

As at

31-03-2017

As at 31-03-2016

₹ ₹ ₹ ₹

Term loans :

From Financial Institutions/Banks

Indian Rupee Loans [Refer (a) below] - -

27,200,000

27,200,000

Deferred Payment Liabilities

From Bank (Hire Purchase) [Refer (b) below] 758,368

570,782

572,960

510,240

From NBFC [Refer (c) below]365,644

- 142,474 -

Total long term borrowings 1,124,012 570,782 27,915,434 27,710,240

Amount disclosed under the head "Other Current Liabilities" (Refer Note 7) -

-

(27,915,434) (27,710,240)

Total 1,124,012 570,782 - -


Current MaturitiesNon Current Portion

Secured

(a) Various Term Loans amounting to ₹ 9,25,66,743 was availed between 1990 and 1992 from a consortium of 3 Financial Institutions (FIs)

namely ICICI, IDBI and IFCI, with ICICI as the lead Institution, and was secured by first mortgage ranking pari-passu of all the

immovable properties both present and future and a first charge by way of hypothecation of all the movables (save & except book debts)

including movable machinery, spares, tools & accessories, present & future subject to prior charge to be created in favour of the

companys bankers on the stock of raw materials, semi-finished and finished goods, consumable stock and such movables as may be

agreed by the lead institution for securing the working capital requirements.

However the total amount so received was only ₹ 8,94,02,900 and the balance was adjusted against Interest payable.

Over the years, the Company made a total repayment of ₹ 12,86,76,952 out of which ₹ 11,01,88,705 was made under/after the BIFR

Scheme to the consortium member The major portion of this was paid to the lead institution, ICICI, as part of approval for the BIFR

Rehabilitation Scheme/Package.

In the meanwhile, ICICI assigned its debts to Kotak Mahindra Bank Ltd (KMBL) on 25-04-2005, and both IFCI and IDBI assigned their

debts to Dhir & Dhir Asset Reconstruction and Securitisation Company Ltd. (now known as Alchemist Assets Reconstruction Company

Ltd. (AARCL)) on 05-03-2008 for ₹ 3,04,00,000 and 12-08-2008 for ₹ 4,11,50,000 respectively.

Further to directions of the Honble Punjab & Haryana High Court, Chandigarh, the Company deposited ₹ 500,00,000 in the High Court

which was appropriated to Alchemist Assets Reconstruction Company Ltd. (₹ 3,00,00,000) and Kotak Mahindra Bank Ltd, (₹

2,00,00,000) on 09-08-2011.The Company is contesting the assignments and the exaggerated claims by the assignees in various Courts

and Tribunals.[for further details see Note no. 20 B (viii)]

(b) Vehicle loans (from HDFC Bank Ltd) are secured by way of hypothecation of related assets. These are repayable in maximum 60

Installments, repayment period thereof varying from June2012 ending on April2021, bearing interest rate varying from 9.65% p.a to

11.75% p.a.

( c) Vehicle loans (from Mahindra & Mahindra Finance Limited) are secured by way of hypothecation of related assets. These are repayable

in 47 Installments, repayment period thereof from June2016 ending on Apr2020, bearing interest rate 13.7% p.a.


5. SHORT TERM BORROWINGS As at

31-03-2017

As at 31-03-2016

₹ ₹

Unsecured:

Loan form Director [Refer note below] 4,438,405 4,438,405

4,438,405

4,438,405

6. TRADE PAYABLES

For Goods & Services

- Micro, Small and Medium Enterprises [Refer (a) below] (Refer 20(B) (xiv)) -

-

- Due to Other [Refer 20B (iv)] 132,898,289

106,223,847

132,898,289

106,223,847

7. OTHER CURRENT LIABILITIES As at

31-03-2017

As at 31-03-2016

₹ ₹

(a) Current maturities of long-term borrowings- (Refer Note 3) 27,915,434

27,710,240

(b) Interest accrued and due on borrowings 12,159,656

12,159,656

(c) Interest Payable on unsecured loan 374,490 -

(d) Interest accrued and not due on borrowings 12,339 7,618

(e) Advances from customers & others 19,310 1,489,336

(f) Employee Benefits Payable 5,558,799 5,264,198

(g) Statutory Dues 21,086,965 12,127,247

(h) Others - 530,253

67,126,993 59,288,548

Note: Unsecured loan taken from Director (Mr. RM Bafna) vide resolution dated 7th November2015 for period of nine months at the rate of 12.5 %.which is further extended for one year vide resolution dated 11th February2017.

4. PROVISIONS

As at

31-03-2017

As at 31-03-2016 As at

31-03-2017

As at 31-03-2016

₹ ₹ ₹ ₹

Provision for Employee benefits(a) Gratuity (unfunded) 16,715,115

14,036,988

593,603

1,325,951 (b) Leave Encashment (unfunded) 1,827,209

2,483,195

194,224

252,004

Total 18,542,324

16,520,183

787,827

1,577,955

Long Term Short Term


(a) The Company has no dues to supplier registered under Micro,Small,and Medium Enterprises Development Act,2006 (Previous Year NIL).This information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available wih the company. (Refer 20(B) (xiv)

CCHL


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2,30

1

2,34

2,01

0

232,

895,

293

2,20

2,70

3

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097,

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-

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2,07

4,18

4

22,7

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251

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1,87

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42,9

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36,5

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81,7

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479,

336

82,6

76

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3,87

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9. LOANS AND ADVANCES

As at

31-03-2017

As at 31-03-2016

As at

31-03-2017

As at 31-03-2016

₹ ₹ ₹ ₹ Unsecured, considered

good unless stated

otherwise(a) Capital advances 37,500

60,000

- - (b) Security deposits [Refer (a) & (b) below] 3,454,472 3,454,472 5,180,619

5,180,619(c) Advances recoverable in cash or in kind or for value to be received

-Advance to suppliers -

-

13,104,567

13,028,727-Others (includes advance under Litigation Rs. 1,50,000 (Refer Note 20B (xv) ) -

-

1,050,719

530,822

Total 3,491,972

3,514,472

19,335,905

18,740,168

10. OTHER CURRENT ASSETS

As at

31-03-2017

As at 31-03-2016

₹ ₹ (a) Advance income tax 48,785 24,992 (b) Balances with statutory/government authorities 2,877,212 3,645,943 Total 2,925,997 3,670,935

CurrentNon Current

Current

(a) With regard to the amount received by the Company from District Revenue Officer-cum-Competent Authority, Rewari as land acquisition compensation for acquiring land measuring 5 Kanal 11 Marla (approx. .0.69 acre) of the factory land for widening of the Delhi-Jaipur NH-8 Highway.

(b) As per the direction of the Debts Recovery Appellate Tribunal, Delhi (DRAT), the Company deposited in 2 instalments the total amount of ₹ 51,80,619 with Debts Recovery Tribunal-1, Delhi (DRT-1) with a request to keep the same in an interest bearing account.

11. INVENTORIES (As Taken, Valued and Certified by Management)

As at

31-03-2017

As at 31-03-2016

₹ ₹

(a) Raw materials and components 3,165,973

2,623,470

(b) Stores and spares 5,316,337

7,217,332

(c) Finished goods 394,212

305,353

(d) Work-in-progress Wire 1,974,665

2,493,431

Spring 1,998,959

1,677,493

(e) Scrap 132,132

116,610

Total 12,982,278

14,433,689

12. TRADE RECEIVABLES [Refer to 20B(iii)]

As at

31-03-2017

As at 31-03-2016

As at

31-03-2017

As at 31-03-2016

₹ ₹ ₹ ₹

Outstanding for a period

exceeding six month from due dateUnsecured-Considered good -

483,545

9,696,941

3,105,153

Doubtful -

-483,545

-

-

Less:-Provision for doubtful debt -

Others Debts:

Considered good -

-

57,464,159

41,700,552

Total -

-

67,161,100

44,805,705

Non Current Current

CCHL


13. CASH AND BANK BALANCES

As at

31-03-2017

As at 31-03-2016

₹ ₹

Balances with banks:On current accounts 487,839 229,945 Cash on hand 192,276

171,714

CASH AND CASH EQUIVALENTS 680,115

401,659

Other bank balances:Bank deposits with more than 12 months maturity 404,780

383,448

404,780 383,448

1,084,895 785,107

Current

14 (A) REVENUE FROM OPERATIONS

For the year ended

31-03-2017


₹ ₹

Sale of products

Finished Goods 530,168,239 561,324,391 Other operating revenues

Scrap Sales (As certified by management) 3,873,109 2,320,171 Revenue from operations (Gross) 534,041,348 563,644,562 Less:Excise duty 59,895,864 63,757,669

Revenue from operations (Net) 474,145,484 499,886,893

Particulars in respect of product sold :

Finished goods sold:Cold form coiled spring 519,260,187 550,171,853

O.T. Wire 10,908,052 11,152,538

530,168,239 561,324,391

14 (B) OTHER INCOME

(a) Interest Income:

Interest from Banks 31,515 31,362

Interest from others 216,619 238,574

(b) Liabilities no longer required written back 659,999 1,848,826

(c) Miscellaneous income - 100,800

908,133 2,219,562

15. COST OF MATERIALS CONSUMED-WIRES

For the year ended

31-03-2017


₹ ₹

Raw Material Consumed [Refer (a) below]Opening Stock 2,623,470 6,366,555 Add: Purchases during the year 276,934,633 295,787,533

279,558,103 302,154,088 Less: Closing stock 3,165,973 2,623,470 Consumed 276,392,130 299,530,618



(a) Details of raw material and components consumed

Wire 187,457,279 299,530,618

Semi- Finished 88,934,851 - 276,392,130 299,530,618

Particulars of Inventory Consumed: M.T. M.T.

Wires 3,796.000 4,348.025

Others 934.444 826.265

4,730.444 5,174.290

₹ ₹Work in Process (WIP)-Closing Stock- 3,973,624 4,170,924

Less- Opening stock 4,170,924 17,746,825 Increase / (decrease) in WIP- (A) (197,300) (13,575,901)

Finished Goods-Closing Stock- 394,212 305,353

Less- Opening stock 305,353 305,353 Increase / (decrease) in Finished Goods - (B) 88,859 -

Scrap-

Closing Stock- 132,132 116,610

Less- Opening stock 116,610 144,900 Increase / (decrease) in Scrap- (C ) 15,522 (28,290)

Total Increase/(Decrease) in Stock (A+B+C) (92,919) (13,604,191)

Details of inventory:

Work in progress:-O.T wire 1,974,665 2,493,431 Cold form coiled spring 1,998,959 1,677,493

3,973,624 4,170,924

Finished goods:-Springs 394,212 305,353

394,212 305,353

16. INCREASE/(DECREASE) IN INVENTORIES

₹ ₹

17. EMPLOYEE BENEFITS EXPENSES

Salary, wages, allowance etc.

50,197,508

Employers contribution to P.F & E.S.I.

2,707,010

Gratuity expenses

285,838

Staff welfare expenses

4,786,510

57,976,866

18. FINANCE COST

Interest on loan from Banks

162,376

Interest on unsecured loan taken from Director

322,917

Interest on Others

918,652

Total

1,403,945

Notes to the Financial Statement As at 31st March, 2017 For the year ended

31-03-2017


53,342,695

3,334,243

3,046,843

4,610,940

64,334,721

234,256

554,799

2,005,949 2,795,004

₹ ₹

For the year ended

31-03-2017


CCHL


19. OTHER EXPENSES

Stores & Spare Parts consumed 28,986,478

33,296,203

Power & Fuel consumed 37,718,223 38,944,143

Processing charges 3,626,812 3,223,671

Packing material consumed 3,514,412 4,870,662

Spring Processing Charges 5,373,646 3,809,744

Repairs & maintenance:

Plant & Machinery 1,197,992 562,856

Building 1,104,888 1,179,024

Others 1,389,126 945,361

Insurance 136,393 130,154

Rent 469,200 221,700

Rates & Taxes 300,246 496,990

Payment to Auditors [Refer Note {20B (ii)}] 340,153 292,115

Watch & Ward expenses 1,378,921 1,280,154

Printing & Stationary 335,447 389,463

Vehicle Repairs & Maintenance 1,155,186 962,500

Travelling expenses 3,096,677 2,020,387

Conveyance expenses 3,053,847 3,513,338

Legal & Professional fees 8,469,234 9,090,980 Miscellaneous expenses 4,798,557 4,179,062 Consultancy charges 6,400,021 6,437,868 Generator Hire charges 1,530,000 1,707,983 Discount on Sales 8,070,665 9,815,560 Bad Debts / Advances written off 1,777,930 854,935 Provision for Doubtful Debt - 483,545 Foreign Currency fluctuation (net) 74,730 102,354 Prior Period Expense(Refer Note No. 20(B) (xix))

526,419 935,065

Freight Outward 17,056,892 17,994,380 Commission 606,977 421,509 Director Sitting fees 36,800 32,000 Loss on Sale of Property, Plant & Equipment - 1,916 Excise Duty reversal - 272,292

142,525,872

148,467,914

ACCOUNTING POLICIES & NOTES TO ACCOUNTS

20(A) SIGNIFICANT ACCOUNTING POLICIES:

I. Basis of Preparation of Financial Statements

The financial statements have been prepared on historical cost convention, on the basis of going concern, as per provisions of the Companies Act 2013 and comply in all material respects with the mandatory accounting standard as prescribed under section 133 of company act, 2013 read with rule 7 of the companies (Accounts) rules, 2014 (as amended) , to the extent applicable.

ii. Use of Estimates

The preparation of financial statements, in conformity with Generally Accepted Accounting Principles (GAAP), requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from those estimated. Any revision to accounting estimates is recognized prospectively in current and future periods.

iii. Classification of Assets and Liabilities as Current and Non-Current

All assets and liabilities are classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the

Notes to the Financial Statement As at 31st March, 2017 For the year ended 31-03-2017


₹ ₹


acquisition of assets for processing and their realization in cash and cash equivalents, 12 months has been considered by the Company for the purpose of current/ non-current classification of assets and liabilities.

iv. Property Plant & Equipments

Property, Plant & Equipment are carried at cost of acquisition less accumulated depreciation and impairment loss, if any. Cost is inclusive of freight, applicable duties, taxes (excluding Cenvat & surcharge and cess thereon) and other directly attributable costs to bring the assets to their working condition /for intended use. Spare Parts having irregular use and valuing more than Rs. 1,00,000 are consider as Property Plant & Equipment

In case the cost of part of a tangible asset is significant to the total cost of the assets and useful life of that part is different from the remaining useful life of the asset, depreciation has been provided on straight line method based on internal assessment and independent technical evaluation carried out by external valuers which the management believes that the useful lives of the component best represent the period over which the management expects to use those components.

v. Depreciation & Amortization

1) Tangible Assets

Depreciation on tangible asset is provided over useful life of an asset on straight-line method prescribed in Schedule II to the Companies Act, 2013. Assets costing ₹ 5,000/- or below are fully depreciated in the year of purchase.

2) Intangible Assets

Computer software are amortized over of period three year from date of purchase.

vi. Impairment of Assets

Impairment is ascertained at each balance sheet date in respect of Property Plant & Equipment. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount.

vii. Inventories: Inventories are valued as under

Raw Materials, Packing Material and Stores & Spares - at lower of cost or net realizable value.

Work - in - Progress - at lower of cost or net realizable value.

Finished Goods - at lower of cost or net realizable value.

Scrap - at estimated realizable value.

Cost referred to above represent cost (based on moving first in first out method) incurred in bringing the inventories to their present location and condition inclusive of customs duty, freight, normal demurrage, insurance net of discounts/ incentive recoverable from supplier.

In case of Work in Progress and Finished goods, cost includes appropriate portion of overheads and where applicable, excise duty.

viii. FOREIGN CURRENCY TRANSACTION:

Transactions in foreign currencies are recorded at the rates prevailing on the date of the transactions. At the year end monetary items denominated in foreign currencies are re-stated at the rates prevailing on the balance sheet date or the forward cover rates as applicable, and exchange gains / losses are dealt with in the Statement of Profit & Loss.

ix. RETIREMENT BENEFITS:

a. Provident fund contributions are accounted for on accrual basis with corresponding contribution to the authorities.

b. Provision for gratuity liability & leave encashment is determined on the basis of actuarial valuation at the balance sheet date carried out by an independent actuary and charged to revenue each year.

x. EXCISE DUTY:

Excise Duty has been accounted on the basis of both payments made in respect of finished goods cleared as also provision made for finished goods lying in stock.

xi. PROVISIONS:

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions except those disclosed elsewhere in the notes to the financial statements, are not discounted to its present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These

CCHL


are reviewed at each balance sheet date and adjusted to reflect the current estimate.

xii. TAXATION:

1. Provision for current tax is made and retained in the accounts on the basis of estimated tax liability as per applicable provisions of Income Tax Act, 1961.

2. Deferred Tax for timing differences between tax profits and book profits is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the Balance Sheet date. Deferred Tax assets are recognized to the extent there is a virtual certainty supported by convincing evidence that there will be sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

xiii. CONTINGENT LIABILITIES:

Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainties are treated as Contingent and to the extent not provided for are disclosed by way of notes on accounts.

20 (B) OTHER NOTES TO ACCOUNTS:

(i) Earnings per Share (EPS)The following reflects the profit and share data used in the basic and diluted EPS computations:

ParticularsYear ended

31st March, 2017

Year ended 31st March, 2016

Calculation of weighted Average Number of Equity Shares of ₹ 10 each:

Number of shares at the beginning of the year 4,508,000 4,508,000Total Equity shares outstanding at the end of the year 4,508,000 4,508,000Weighted average number of equity shares outstanding during the year 4,508,000 4,508,000Net Profit/(Loss) after tax available for equity shareholders (₹) (14,048,105) (22,249,293)

Basic and diluted earning per share (₹) (3.12) (4.94)

(ii) Payment to Auditors


31st March, 2017


Payment to Auditors

As AuditorsAudit Fee 150,000 150,000

Tax audit fee 40,000 45,000

In other capacity

Company law matters 60,000 40,000

Other services 75,000 45,000 Out of Pocket Expenses 15,153 12,115 Total 340,153 292,115

(iii) The Company has process of sending confirmations of balance to Trade receivables through Electronic media once in a year. However account reconciliation/confirmation in respect of certain accounts of Debtors have not been received and they are subject to confirmations and reconciliation. Discrepancies, if any, found on receipt of confirmations shall be accounted for as and when the confirmations are received. The Management is of the opinion that adjustment, if any, arising out of such reconciliation would not have material effect on the financial statements of current year.

(iv) The Company has a process of sending confirmations of balances to Trade payables through Electronic media once in a year. However account reconciliation/confirmation in respect of certain accounts of Vendors have not been received and the are subject to confirmations and reconciliation. Discrepancies, if any, found on receipt of confirmations shall be accounted for as and when the confirmations are received. The management is of the opinion that adjustment, if any, arising out of such reconciliation would not have material effect on the financial statements of current year.


(v) Due to multiplicity of processes and items, it is not possible for the Company to maintain record or movement of stock in process on the shop floor on perpetual basis. The Company, however, physically verifies such stocks at the end of year and valuation is made on the basis of such physical verification.

(vi) The Company is engaged in the manufacturing of Springs, which in the context of Accounting Standard 17 is considered the only primary business segment. However, secondary segment reporting is performed on the basis of location of the customer. All the business assets of the company are situated in India.


31st March, 2017


Overseas Sale 2,301,013

2,689,947

Domestic Sale 471,844,471

497,196,946

(vii) Employees Benefits:

a)

b)

(a)

Year ended

31st March, 2017

Year ended31st March, 2016


I.

1,088,089 845,866 437,275 109,517

1,198,309 1,239,921 212,508 N.A N.A N.A

760,445 (1,799,949) (425,074)

3,046,843 285,838 334,226

II.

(17,308,718) (15,362,939) (2,735,199)

N.A N.A N.A N.A N.A N.A

(17,308,718) (15,362,939) (2,735,199)

III.

15,362,939 15,896,420 2,724,464

1,088,089 845,866 437,275

- - 109,517

1,198,309 1,239,921 212,508

760,445 (1,799,949) (425,074)

(1,101,064) (819,319) (323,491)

17,308,718 15,362,939 2,735,199 IV.

N.A N.A N.A N.AN.A N.A N.A N.A

N.A N.A N.A N.A

N.A N.A N.A N.AN.A N.A N.A N.AN.A N.A N.A N.A

Disclosure in term of AS-15 (Revised) are as under:Defined contribution planContribution to defined contribution plan recognised as expenses are as under: (Amount in ₹)

Year ended

31st March, 2017


Employer’s contribution to Provident Fund 1,342,992 1,404,346

Employer’s contribution to Family Pension Fund 1,471,099 943,917

Defined benefit plan:

The Employees Gratuity Fund is not funded and managed by the Company. The present value of obligation is determined based on actuarialvaluation using the projected unit credit method. The obligation for leave encashment is recognized in the same manner as gratuity.

Defined benefit plans/compensated absences – As per actuarial valuation: (Amount in ₹)

Leave Encashment UnfundedGratuity Unfunded

Year ended

31st March, 2017

Expenses recognized in the Statementof Profit & Loss for the year ended

515,611

213,345 N.A

-

(1,205,577)

12 Past Service 3456

Current Service Cost

Interest CostExpected return on plan assetsNet Actuarial (gain)/LossesTotal Expenses (476,621)

Net Asset/(Liability) recognized in the Balance Sheet as at 31.03.2017

(2,021,433)1

234

Present Value of Defined Benefit ObligationFair value of plan assets as atFunded status Net assets/ (Liability) (2,021,433)

Change in obligation during the year Present value of Defined Benefit

2,735,199

515,611 - 213,345

(1,205,577)

(237,145)

123 Past Service Cost4

5

6

7

Obligation at beginning of the yearCurrent Service Cost

Interest CostActuarial (gain)/Losses

Benefits Payments

Present value of Defined Benefit 2,021,433 Change in Assets During the Year

N.A N.A

12

3

456

Expected return on plan assetsContribution by Employer

Actual Benefit paid

Plan assets at the end of the YearActual gain/(Losses)

Plan assets at the beginning of the year

V.7.30% 7.80% 7.20%

N.A N.A N.A

(2006-2008)

ultimate

(2006-2008)

ultimate

(2006-2008) ultimate

8.50% 8.50% 8.50%

2% of all age

2% of all age 2% of all age 2% of all age 2% of all age

8.50%

a. Staff

b. Worker

5 Salary escalator

Actuarial Assumptions7.30%

N.A12

3

4 Turnover rate:

Discount rateExpected rate of return on plan assets

Mortality(2006-2008)

ultimate

2% of all age 2% of all age 2% of all age

CCHL


Notes to the Financial Statements

(viii) Secured loan:

a. The Company is contesting in various Courts and Tribunals the exaggerated claims by the assignees of the various Term Loans availed between 1990 and 1992 from a consortium of 3 Financial Institutions (FIs) namely ICICI, IDBI and IFCI.

b. The Company availed Term Loans of Rs. 9,25,66,743 between 1990 and 1992 from the consortium, with ICICI as the lead Institution. However the total amount so received was only Rs. 8,94,02,900 and the balance was adjusted against Interest payable. Due to recession in the market and accumulated losses which were partly occasioned by high interest rates and partly by time over-run and cost over-run, and despite best efforts of the promoters and the management, the Company turned into a sick company and was referred to the Board for Industrial and Financial Reconstruction (BIFR) vide Reference Case No.197/97.

c. A Rehabilitation Scheme/Package formulated and agreed upon by all the FIs was approved by the BIFR on 27-12-1999 wherein the dues were freshly determined and fixed as Rs. 1178 lakhs to be paid by 31-03-2002.

The Net Worth of the Company turned positive and after considering the Balance Sheet for the year ended on 31st March 2000, the BIFR closed the reference case on 04-10-2001.

d. As per the package, one of the sources of finance to repay the FIs was Working Capital facilities. Since the Company was under RBI’s defaulters list, no banks were willing to extend the required working capital limits. This was duly brought to the notice of the BIFR. However, despite the best efforts, the Company could not arrange the working capital limits thereby leading to delayed repayments to the Financial Institutions

e. In all, however, over the years, the Company made a total repayment of Rs. 12,86,76,952 out which Rs. 11,01,88,705 was made under/after the BIFR Scheme to the consortium members . The major portion of this was paid to the lead institution, ICICI, as part of approval for the BIFR Rehabilitation Scheme/Package. As the Company did not have the details of amounts adjusted by and amongst members of the Consortium out of the various repayments made by it and since, ICICI had filed a winding-up petition in the High Court of Punjab & Haryana at Chandigarh on 08-10-2004 for recovery of Rs. 3,29,92,998, the Company, after October 2005, preferred not to make any further payments to the FIs since the matter was sub-judice.

f. In 2005, the RBI released a Scheme / Guidelines for One-Time Settlement of loan accounts of Small and Medium Companies. Since the Company fulfilled the criteria for availing the benefits under the said Scheme, which is binding upon the Banks and FIs, the Company re-calculated the payments made under the said Scheme, and after adjusting the amounts already paid to the consortium members, the dues towards the consortium came out to be Rs. 2,62,126 only.

The Company accordingly made an application under the OTS Scheme to the FIs before the deadline of end March 2006 and offered to pay the said amount of Rs. 2,62,126.

g. However, the Financial Institutions did not settle the Company’s matter under RBI’s OTS Guidelines and demanded unreasonably high amounts.

In the meanwhile, ICICI assigned its debts to Kotak Mahindra Bank Ltd. (KMBL) on 25-04-2005, and both IFCI and IDBI assigned their debts to Dhir & Dhir Asset Reconstruction and Securitisation Company Ltd. (now known as Alchemist Assets Reconstruction Company Ltd. (AARCL)) on 05-03-2008 for Rs. 3,04,00,000 and 12-08-2008 for Rs. 4,11,50,000 respectively.

Thereafter, the assignees filed various Applications under section 19 of The Recovery of Debts Due to Banks and Financial Institutions Act, 1993 for recovery of debts as follows:

• In DRT-II, New Delhi by KMBL on 23-01-2007 for recovery of Rs. 4,72,06,961

• In DRT-I, New Delhi by AARCL on 11-12-2008 for recovery of Rs. 133,70,25,581 for dues calculated on the IFCI debts.

• In DRT-I, New Delhi by AARCL on 21-05-2012 for recovery of Rs. 93,15,19,000 for dues calculated on the IDBI debts.

h. The Company has also filed counter claims of more than Rs. 500,00,00,000 on both KMBL and AARCL.


The final adjudication of the debt liability is yet to be completed.

AARCL (formerly D&DARSCL) also issued notice on 12-12-2008 under Section 13(2) of The Securitisation and

Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI), 2002 demanding an

amount of Rs. 144,46,60,272 against dues calculated on both IFCI and IDBI debts. With an application filed on 29-

07-2009 u/s 14 of the SARFAESI Act with Dy. Commissioner, Rewari, they made an attempt to take possession of

the Company’s Assets. However, with timely actions, the Company has obtained from the Hon’ble Punjab &

Haryana High Court, Chandigarh Stay Order against any coercive action, if any, taken under SARFAESI Act for

taking over the possession of the property in dispute.

i. The Hon’ble Punjab & Haryana High Court, Chandigarh had through interim orders dated 21-01-2011 and 11-03-2011 directed the Company to deposit a sum of Rs. 5 crores in the High Court, which the Company complied with.

As per further directions of the Hon’ble High Court vide order dated 09-08-2011 the sum of Rs. 5 crores was appropriated as follows:

• Rs. 3 crores to Alchemist Assets Reconstruction Company Ltd., and

• Rs. 2 crores to Kotak Mahindra Bank Ltd.

Apart from the aforesaid payment of Rs. 5 crores the assignees were also given the liberty to recover further sum of Rs. 13.50 crores from the sale of the surplus land appurtenant to the factory premises. This had further been re-affirmed by the Honble Supreme Court with modifications vide Orders dated 07-05-2012, 30-07-2012 and 01-03-2013. As per the directions of the Honble Supreme Court on 01-03-2013, the Company has given physical possession of a part of the property comprising of approx. 10 acres of land to Alchemist Assets Reconstruction Company Ltd. on 08-03-2013. The Appeals are pending adjudication before the Division Bench of Honble Punjab & Haryana High Court.

j. Since this was only an Interim Order and the amount is yet to be adjudicated, no provision for differential Interest has been made by the Company, nor has any effect been given in the Fixed Assets Schedule of the Accounts.

Also, in compliance to the directions given by Hon’ble Debts Recovery Appellate Tribunal, Delhi (DRAT), the Company deposited with the Debts Recovery Tribunal - I, Delhi (DRT-I) a sum of Rs. 51,80,619, which was received from the District Revenue Officer-cum-Competent Authority, Rewari as land acquisition compensation for acquisition of approx. 0.69 acres of the Company’s land for widening of the Delhi-Jaipur NH-8 Highway.

Final Arguments in Debts Recovery Tribunal-1, Delhi (DRT-I) for dues calculated on the IFCI debts is complete and pronouncement of the Order was made on 18-01-2016 for recovery of Rs. 84,49,38,818 together with simple interest @ 13.5% p.a. from 14-05-2007 which amounts to Rs. 197,27,93,246. The Company has filed on Appeal in the Appellate Court against this order, as the Company is of the view that the said Order is not in accordance with the law and after applying the Reserve Bank of India One-Time Settlement (RBI OTS) Guidelines and after adjusting amounts already paid, physical possession of part property given and amount deposited with the DRT, the Company is of the opinion that nothing will be due and payable by the Company to the Lenders/ Assignees. On the contrary amounts may become recoverable which claims have been filed by the Company.

In the meanwhile, the Appeal filed by the Company before the Commissioner, Gurgaon Div. has been allowed on 10-03-2016. Court has held that the Assignment Deed on the basis of which AARCL filed the case in DRT-I is understopel to the extent of about Rs. 5,00,00,000 Stamp Duty.

(ix)

I

a)

b)

c)

Relationships:

(As identified by the Management and not verified by the Auditors. )

Related Party Information:

Promoter and Enterprise significantly influenced by key management personnel and their relatives:

Coventry Spring & Engineering Co. Ltd.

Note: Related Party relationship on the basis of requirement of Accounting Standard - 18 (AS -18) as in I(a), I(b)(i),I(b)(ii) & I(b)(iii)

(iii)

Smt Smriti Bafna (Whole Time Director)

(ii)

Mr. Kshitij Bafna (Son of Director)

Mr. Akshit Bafna (Son of Director)

Shri R.M. Bafna (Managing Director)

(ii)

Key Managerial Personnel

Bangalaxmi Steel Trading Co. Ltd.

(i)

Relative of Directors

(i)

Castleton Tea Company (P) Ltd.

management and relied upon by Auditors.above are certified by the

CCHL


Referred in 1 (a) aboveYear ended

31st March, 2017


(A) Directors Remuneration

- Employee Benefit Expenses (R.M. Bafna) 2,516,332 1,321,223

- Perquisites (R.M. Bafna) - 39,600

- Employee Benefit Expenses (Smriti Bafna) 2,400,000 -

Total 4,916,332 1,360,823

(B) Salary & Wages

To Director Relatives:-

Kshitij Bafna 2,662,500 1,430,772

Akshit Bafna 2,863,500 1,328,574

(C) Other transaction

Loan taken from Director 150,000 4,625,000

Loan repaid to Director 150,000 186,595

Interest on Loan taken from director 554,799 322,917

Referred in 1(b) (iii) above

Sale

- Goods & Material 582,780 361,462 Purchase

- Goods & Material 56,493 146,307

IIYear ended

31st March, 2017


(a) 72,873

65,838

(b) 268,868

263,800

(c) 412,900

172,400

(d) 478,470

115,240

(e) 1,045,000

-

(f) 4,438,405

4,438,405

Receivable

Director Loan (R.M. Bafna)

Castleton Tea Company (P) Ltd.Payables

Remuneration (Kshitij Bafna)

Remuneration (Akshit Bafna)

Director Remuneration (R. M. Bafna)

Director Remuneration (Smriti Bafna)

Transactions with related parties:

Following were the year end balances of the related parties

(Amount in ₹)

Year ended

31st March, 2017


Particulars ( ₹) (₹ )Lease Rental recognized during the year 1,530,000 1,707,983 No later than one year of the balance sheet date 1,530,000 1,707,983 Later than one year and not later than five Years Nil Nil

Later than five years Nil Nil

b) Finance Leases:-

The Company has not entered into any material financial lease.(xi) CIF value of Imports

Raw Material - 9,001,594 Stores & Spares 199,084 57,921


(x) Disclosure as required by Accounting Standard-19 (AS-19) are as follows:-

a) Operating Leases:

The Company’s significant leasing arrangements are in respect of plant and machinery equipments taken on lease. The arrangements range is about 11 months and generally are renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given.

The future minimum lease payments under non-cancellable operating lease of following periods are as under:-

(xii) Expenditure in Foreign CurrencyRepair & Maintenance (Plant & Machinery) 408,798 Travelling Expenses 361,670

(xiii) Earning in Foreign Exchange FOB Value of Exports 2,301,013 2,689,947

- -


(xiv) The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows:-

CCHL



B.L. Choraria

R.M. Bafna

Partner

Managing Director

M.No. 022973

DIN No. 00159855


R.P. Verma

Arun MittalDirector

DIN No. 00049425


COVENTRY COIL O MATIC (HARYANA) LIMITED Regd. Office: 87 Km, NH 8, Village: Salawas, P.O. Sangwari, Distt. Rewari - 123 401 (Haryana).

CIN: L74999HR1988PLC030370

NOTICE OF 29th ANNUAL GENERAL MEETING , E-VOTING INFORMATION AND BOOK CLOSURE

Notice is hereby given that the 29th Annual General Meeting of the Company will be held on Saturday, the 23rdSeptember, 2017 at 11:30 a.m. at its Registered Office - Village: Salawas, P.O. Sangwari, Distt. Rewari - 123 401 (Haryana), E – Voting : E-Voting : The members are hereby informed that in compliance with provisions of Section 108 of the Companies Act, 2013, Rule20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management andAdministration) Amendment Rules, 2015 and regulation 44 of the Listing Regulation and Secretarial Standards on GeneralMeetings (SS2) issued by Institute of Companies Secretaries of India, the Company is providing to its members facility to castvotes electronically on all the resolutions set forth in the notice convening 29th Annual General Meeting as follows :.

1. To consider and adopt the Financial Statements as at on 31 st March, 2017 together with the Reports of the

Directors and Auditors thereon. 2. To appoint a Director in place of Ms. Smriti Bafna who retires by rotation and being eligible offers himself for re-

appointment. 3. To appoint Auditors for five years to hold office from the conclusion of this Annual General Meeting until the

conclusion of the 34thAnnual General Meeting and to authorise the Board of Directors to fix their remuneration.

The details pursuant to the provisions of the Companies Act, 2013 and the rules are given hereunder:

1. User Ids and passwords for exercising e – voting facility have been send to the shareholders holding shares in DEMAT form and to all other shareholders by posts at their usual addresses registered with the Company.

2. Date of Completion of dispatch of Annual report is 29th

August, 2017. 3. The e-voting facility shall be available during the following voting period after which the portal will be blocked and

shall not be available for e -voting. Commencement of e-voting From 9.00 a.m (IST) on Wednesday ,September 20th2017 End of e-voting Upto 06.00 p.m (IST) on Friday, September 22nd2017

4. Important Notice: e – Voting shall not be allowed beyond 6.00p.m (IST) on September 22, 2017. 5. The cut off date (i.e. the record date for the purpose of e-voting is August 25, 2017. 6. The Notice of the 29th

Annual General Meeting is available on cdsl website (https://www.evoting.nsdl.com). 8. For electronic voting instructions, Shareholders may go through the instructions in the Notice of 29th

Annual General Meeting and in case of any query /grievances connected with the electronic voting , shareholders may refer the Frequently Asked Questions(FAQs) and e-voting manual for shareholders available at the download section of the website (https://www.evotingindia.com.)

9. Notice pursuant to Section 91 of the Companies Act, 2013 and rule 10 of the Companies (Management and Administration) Rules , 2014, read with Clause 16 of the Listing Agreement is also hereby given that the Registers of Members and Share Transfers Books of the Company will remain closed from 16thSeptember, 2017 to 23rdSeptember,2017 (Both days inclusive)

By Order of the Board

For Coventry Coil o Matic (Haryana) Limited

Place : New Delhi

(R.M. Bafna)

Date :30.05.2017

Managing Director


ATTENDANCE SLIP

COVENTRY COIL O MATIC (HARYANA) LIMITED

Regd. Office: 87 Km, NH 8, Village: Salawas, P.O. Sangwari, Distt. Rewari -

123 401 (Haryana).

CIN:L74999HR1988PLC030370

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

(Joint shareholders may obtain additional slip at the venue of the meeting)

Folio No

Client id*

Dp id*

No of Shares

Name & Address of the Shareholder

I have recorded my presence at the 29th

Annual General Meeting of the Company held on Saturday, September 23, 2017

at 11.30 a.m at 87 Km, NH 8, Village: Salawas, P.O. Sangwari, Distt. Rewari - 123 401 (Haryana)

*Applicable for investors holding shares in electronics form

----------------------------------------------------------------------------------------------------------------------- PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

COVENTRY COIL O MATIC (HARYANA) LIMITED

Regd. Office: 87 Km, NH 8, Village: Salawas, P.O. Sangwari, Distt. Rewari -

123 401 (Haryana).

CIN: L74999HR1988PLC030370

Name of the member(s)

e-mail Id :

Registered address

Folio No/*Client Id :

*DP Id :

I/We, being the member(s) of _______________ shares of Coventry Coil o Matic (Haryana) Limited, hereby appoint:

1) ____________________________of_______________ having e-mail id or failing him 2) ____________________________of_______________ having e-mail id or failing him 3) ____________________________of_______________ having e-mail id

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29thAnnual General Meeting of the Company, to be held on Saturday, 23rdSeptember, 2017 at 11.30 a.m, 87 Km, NH 8, Village: Salawas, P.O. Sangwari, Distt. Rewari - 123 401 (Haryana) and at any adjournment thereof in respect of such resolutions as are indicated below: I wish my above Proxy to vote in the manner as indicated in the box below: S. No. Resolution For Against 1. To consider & adopt Audited Financial Statement, Report of

Directors & Auditors

2. Appointment of a Director in place of Ms.Smriti Bafna (DIN:06971191) who retires by rotation and being eligible offersherself for re-appointment.

3.

Appointment of Auditors and fixing their remuneration

Signed this..................... day of..................2017

Affix 1 rupee

revenue stamp

(Signature of shareholder) (Signature of first proxy holder) (Signature of second proxy holder) (Signature of third proxy hold)

Notes:

(1) This form of proxy in order to be elective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.(3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share

capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(4) This is only optional. Please put a X in the appropriate column against the resolutions indicated in the Box. If you leave the For or Against column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

CCHL

BOOK POST

If undelivered please return to:

Coventry Coil-o-Matic (Haryana) Ltd.Vill. Salawas, Post Sangwari,Rewari 123401 Haryana

Documents

Annual Report 2 - Coil O Maticcoilomatic.com/29th-annual-report-2016-2017.pdfthe referendum on reforms in Italy. However, the second half of 2016, witnessed some improvement, especially