Competent Automobiles Company Ltd

Dear Members,

Your Directors have pleasure in presenting this 39th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2024 is summarized below:

PERFORMANCE

Your Company has incorporated a Wholly-owned Subsidiary (WoS), Competent Kashmir Automobiles Pvt. Ltd. on March 12, 2024. The WoS is yet to commence the business. During the year, your Company?s Consolidated and Standalone Income from Operations was Rs. 2,11,727.68 Lacs, as against Standalone Income of Operations of Rs. 1,73,152.97 Lacs in previous year. The Company?s Net Profit (Consolidated & Standalone) is Rs. 2756.26 Lacs as compared to Net Profit (Standalone) of Rs. 2479.36 Lacs of previous year.

During the year 2023-24, your company sold 30318 (including 296 vehicles sold through Direct Billing) Maruti Vehicles as compared with 28404 (including 397 vehicles sold through Direct Billing) Maruti Vehicles, sold during the previous year.

DIVIDEND

Keeping in view the current economic scenario and the future fund requirements of the Company, your directors are pleased to recommend a final dividend of Rs. 1/- per Equity Share of Rs. 10/- each for the year ended 31st March, 2024, which, if approved, by shareholders at the forthcoming Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on book closure dates.

TRANSFER TO RESERVES

NIL amount to be transferred to the reserves.

ACHIEVEMENTS

During the year, your Company has received following Awards & Recognition by Maruti Suzuki India Limited:

DIRECTORS AND KEY MANAGERIAL PERSONS

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the Listing Regulations). The Board is also of the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 & Listing Regulations making them eligible to act as Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors. Based upon the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Further, Second Tenure of Mr. Rohit Gogia Independent Director will be completed at the conclusion of this Annual General Meeting and shall not be eligible to re-appointment, in terms of section 149 of Companies Act, 2013 and Rules made thereunder readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Mr. R. C. Murada has resigned from the office of Directors w.e.f. August 28, 2024. Also, Mr. Raman Seghal, Independent Director, whose tenure of 5 years will be completed upon conclusion of this Annual General Meeting, has stated his inability to be appointed as Independent Director for second consecutive term.

Appointment and Re-appointment of Directors:

1. In terms of appointment of Mrs. Kavita Ahuja, and as required under Companies Act, 2013, Mrs. Kavita Ahuja shall retire by rotation, being longest in the office, and being eligible, she offers herself for re-appointment.

2. Re-appointment of Mr. Raj Chopra, Chairman & Managing Director, for a period of Five years starting from September 01, 2024

3. Re-appointment of Mr. Kanwal Krishan Mehta, Whole-time Director, for a period of Five years starting from August 23, 2024

4. In compliance with Regulation 17 of the Listing Regulations and pursuant to the recommendations of the Nomination and Remuneration Committee, the Board has proposed appointment of Mr. Nirbhay Mehta, Mr. Sandeep Murada and Mr. Siddhant Kapoor as Independent Directors, who has provide their declaration regarding fulfilling the criteria/eligibility as Independent Director.

All of the above appointment & Re-appointment have been recommended by Nomination & Remuneration Committee and Audit Committee. The Boards recommends the above appointment & reappointment of Directors in the ensuing Annual General Meeting. Brief resume of the Director?s seeking re-appointment is given in Corporate Governance Report Annexed to this Report.

CODE OF CONDUCT

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed the Compliance with the Code of Conduct applicable to the Directors and employees of the Company.

The Chairman and Managing Director have given a declaration that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code. The Code of Conduct is available on the Company?s website www.competent-maruti.com. Annual Return of the Company can be accessible at www.competent-maruti.com/annualfireturn

DIRECTORS? RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of the Companies Act, 2013 and the Listing Regulations in the preparation of the annual accounts for the year ended on March 31, 2024 and state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year ended on that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to the Listing Regulations Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure A & B and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under the Listing Regulations, is enclosed as Annexure C and forms an integral part of this report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Rohit Gogia and Mrs. Kavita Ahuja as members. All the recommendations made by the Audit Committee were accepted by the Board. Mr. R. C. Murada has resigned as Director w.e.f. August 28, 2024.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee comprises of Mr. Rohit Gogia and Mrs. Kavita Ahuja as members of the Committee. The CSR policy may be accessed on the Company?s website: www.competent-maruti.com and is enclosed as Annexure D and forms the part of this Report of the Directors. Mr. R.C. Murada has resigned as Director w.e.f. August 28, 2024.

During the year, the CSR has been implemented by the Company. The Company has made contribution to Manav Kalyan Foundation. The total contribution made to the implementing agency is Rs. 60,00,000/- (Rupees Sixty Lakhs only). Annual Report on CSR is enclosed herewith as Annexure E.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations. Protected Disclosures by a whistle blower should be addressed to the MD at the Registered Office of the Company. The MD shall submit a report about all PD cases annually to the Audit Committee of the Company. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company?s website: www.competent-maruti.com.

NOMINATION AND REMUNERATION COMMITTEE

The Committee is comprised of Mr. Rohit Gogia and Mr. Raman Sehgal as members of the Committee. The Policy of Nomination and Remuneration is available on Company?s website www.competent-maruti.com and is enclosed as Annexure F. Mr. R.C. Murada has resigned as Director w.e.f. August 28, 2024.

STAKEHOLDERS? RELATIONSHIP COMMITTEE

The Stakeholders? Relationship Committee shall consider and resolve the grievances of security holders of the company.

MEETINGS OF THE BOARD

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

During the year, the Company has incorporated Wholly-owned Subsidiary (WoS), Competent Kashmir Automobiles Pvt. Ltd., on March 12, 2024 and has invested Rs. 10,00,000/- in the Share capital of the WoS. Apart from above, the company has not given any loan nor made any investment to other body corporates or given any guarantees or provided any security in connection with a loan to any other body corporate or person during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND

In compliance with provisions of Section 124 of Companies Act, 2013, the Company has transferred Rs. 1,44,302/- to IEPF, being unpaid and unclaimed dividend for the FY 2015-16.

LISTING FEE OF SHARES

Your Company?s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2024-25 has been paid in advance by the Company.

AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, (Firm Registration No. 000220N), were appointed as the Statutory Auditors of the Company at the 37th Annual General Meeting ("AGM") of the Company held on September 20, 2022, to hold office from the conclusion of the 37th AGM till the conclusion of the 42th AGM.

AUDITORS? REPORT

The observations made by the Auditors in their Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

The Board has appointed M/s P. P. Agarwal & Co., Practicing Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure G to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

Your Company does not own any manufacturing facility, it is therefore the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2013 are not applicable.

The company has no foreign exchange earnings and expenditure of the Company during the year under review. As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure H. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DEPOSITS

The Company has not accepted any deposit from Public and shareholders.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company and date of the report.

INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Further, the Board has risk management plan in place and the board reviews the same on continuous basis.

DETAILS OF SUBSIDIARIES AND THEIR PERFORMANCE

During the year under review, the company has incorporated a Whnoly-owned Subsidiary company (WOS) namely, Competent Kashmir Automobiles Pvt. Ltd. on March 31, 2024. The WoS is yet to start the operations. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company.

The financial statements of the Company, along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company at www.competent-maruti.com

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm?s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company?s website: www.competent-maruti.com However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Your Directors draw attention of the members to Note no. 39 to the financial statement which sets out related party disclosures.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Internal Compliant Committee in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

- No. of complaints received : 0

- No. of complaints disposed : 0

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company?s growth. The Directors also wish to thank the Government Authorities, Banks, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.