29th ANNUAL REPORT Coventry Coil-o-Matic (Haryana) Ltd.

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2 29 ANNUAL REPORT Coventry Coil-o-Matic (Haryana) Ltd.

3 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. Atul Kumar Chaturvedi, Director Mr. R. M. Bafna, Mg. 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 Stakeholders Relationship Committee Mr. Arun Mittal, Chairman Mr. R. M. Bafna, Managing Director & CEO Registrar & Share Transfer Agents Link Intime India Private Limited 44, Community Centre, 2 nd Floor, Naraina Industrial Area, Ph I, Near PVR, Nairana, New Delhi-1128 Ph Auditors Singhi & Co. Chartered Accountants Unit No.174, Tower B, World Trade Tower, DND Fly Way, C-1, Sector 16, Noida -2131, Uttar Pradesh Chief Financial Officer : Mr. R. P. Verma Secretarial Auditors Siddiqui & Associates Company Secretaries D-49, Sarita Vihar New Delhi-1176 Registered Office: Vill. Salawas, Post Sangwari Distt. Rewari Haryana Content Notice Management Discussion Analysis Directors Report Conservation of Energy Secretarial Audit Report Extracts of Annual Return Page Nos Contents Auditors Report Balance Sheet Profit & Loss Statement Cash Flow Statement Notes to Financial Statement Notice of AGM e voting Page Nos Important Communication to Members The Ministry of Corporate Affairs has taken a Green Initiative in e Corporate Governance by e paperless compliances by e Companies and has issued circulars stating at allowing services of notice/documents including Annual Report can be sent by e mail to its Members. To support is green initiative of e Government in full measure, members who have not registered eir e mail addresses, in respect of electronic holdings wi e Depository rough eir concerned Depository Participants. Members who hold e shares in physical form are requested to send e details of eir e mail id to e Company or its Registrar & Share Transfer Agents Link Intime India Private Limited

4 CCHL NOTICE rd NOTICE is hereby given at e 29 Annual General Meeting of e Company shall be held on Saturday, e 23 September, 217 at 11:3 a.m. at its Registered Office - Village: Salawas, P.O. Sangwari, Distt. Rewari (Haryana), to transact e following business: - ORDINARY BUSINESS st 1. To receive, consider and adopt e Balance Sheet of e Company as at 31 March 217 and Profit and Loss Account for e year ended on at date togeer wi e Reports of e Auditors and Directors ereon. 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 e Statutory Auditors of e Company and to auorise e Board of Directors to fix eir remuneration. To consider and if ought fit, to pass wi or wiout modification, e following Resolution as an ordinary Resolution: RESOLVED THAT pursuant to e provisions of section 139, 142 and oer applicable provisions, if any, of e Companies Act, 213 (e Act), and e Companies (Audit and Auditors) Rules, 214 (including any statutory modification(s) or re-enactment ereof, for e time being in force) and pursuant to recommendation of e Audit Committee and e Board of Directors, Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No E) be and are hereby appointed as Statutory Auditors of e Company in place of Messrs Singhi & Co., (Firms Registration No. 3249E), Chartered Accountants, who shall hold office for a period of five years, from e conclusion of is annual general meeting until e conclusion of e Thirty-four annual general meeting of e Company, subject to ratification by shareholders at each annual general meeting to be held hereafter, on a remuneration on a remuneration at may be determined by e Audit Committee in consultation wi e Auditors. RESOLVED FURTHER THAT e Board of Directors of e Company (including its Committee ereof), be and is hereby auorised to do all such acts, deeds, matters and ings as may be considered necessary, desirable or expedient to give effect to is resolution. By order of e Board of Directors for COVENTRY COIL-O-MATIC (HARYANA) LIMITED R. M. Bafna Date: 3 May, 217 Managing Director Place: Rewari DIN 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 e registered office of e company not less an 48 hours before e commencement of e meeting. Members, who hold shares in dematerialised form, are requested to bring eir DP I.D. and Client I.D. for identification. A person can act as a proxy on behalf of Members not exceeding 1% of total share capital of e Company carrying voting rights. A Member holding more an 1% of total share capital of e Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any oer person or shareholder. 3. Corporate Members intending to send eir representatives to attend e Meeting are requested to send to e Company a certified copy of resolution auorizing eir representative to attend and vote on eir behalf at e Meeting. 4. The Explanatory Statement pursuant to Section 12(1) of e Companies Act, 213 in respect of e special business is annexed hereto. 5. The Register of Beneficial Owners, Register of Members and Share Transfer Books of e Company will remain rd closed from 16 September 217 to 23 September 217 (bo days inclusive). 6. Members are requested to bring eir copy of e Annual Report, as Copies of e Report will not be distributed again at e Meeting. 7. Members who have multiple accounts are requested to intimate to e Company, e Ledger Folio Numbers of 29 Annual Report

5 such accounts and send all relevant Share Certificates to enable e Company to consolidate all shareholding into one account. The Share Certificates will be returned back to e Members after consolidation. 8. Members are requested to notify e Company of any change in address in full wi Pin code numbers. 9. Members desirous of getting any information about e accounts and operations of e Company are requested to send eir queries to e Company at its Registered Office, so as to reach at least 1 days before e date of meeting to enable e Management to keep e information ready. 1. Members/proxy-holders are requested to produce at e entrance e attached Admission Slip duly completed and signed for admission to e meeting hall. 11. All documents referred to are open for inspection at e Registered Office of e Company during Office hours on any working days. 12. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requested to submit e PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN details to e Company/Registrar and Share Transfer Agents Link Intime India Private Limited. 13. Voting rough electronic means As per Sections 17 and 18 of e Companies Act, 213, read wi Companies (Management and Administration) Rules, 214, facility is provided to e Shareholders for e-voting rough CDSL to enable em to cast eir votes electronically on e resolutions mentioned in e Notice of e 29 Annual General Meeting dated 3 May, 217. The detailed process, instructions and manner for availing e-voting facility is shown nd elsewhere in is Annual Report. The e voting shall remain open from 2 to 22 September 217 The Company has fixed 25 August, 217 as a cut-off date to record e entitlement of e Shareholders to cast eir votes electronically at e 29 Annual General Meeting. The Company has appointed Mr. K O Siddiqui, Company Secretary of Siddiqui & Associates, Company Secretaries, New Delhi, as scrutinizer for e purpose of e voting for is Annual General Meeting. Explanatory Statement (Pursuant to Section 12 of e Companies Act, 213) As required by Section 12 of e Companies Act, 213, (hereinafter referred to as e Act ) e following Explanatory Statements set out all material facts relating to e business mentioned under Item Nos. 4 to 6 of e accompanying Notice dated 3 May, 217. Item No. 4 The current auditors, Messrs Singhi & Co., (Firms Registration No. 3249E), Chartered Accountants were last reappointed by e members at eir annual general meeting held on 17 July 214 to hold e office of auditor from e conclusion of e Twenty Four annual general meeting till e conclusion of is Twenty Nin annual general meeting. As per e provisions of section 139 of e Companies Act, 213, no listed company shall appoint an audit firm as auditors for more an two terms of five consecutive years. The Act also provided for an additional transition period of ree years from e commencement of e Act i.e. 1 April 214. The current auditors had completed a period of two terms of five consecutive years and. Hence, on eir completing e transition period of ree years provided under e Act, e term of e current auditors expires at e conclusion of e ensuing annual general meeting. The Board of Directors at its meeting held on 3 May 217, based on e recommendation of e Audit Committee has recommended e appointment of Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No E), as e statutory auditors of e Company for approval by e members Messrs Jitendra Agarwal & Associates, Chartered Accountants (Firm Registration No E) have consented to e said appointment and confirmed at eir appointment, if made, would be wiin e limits specified under section 141(3) (g) of e Act and at ey are not disqualified to be appointed as statutory auditors, in terms of section 143 of e Act. Messrs Jitendra Agarwal & Associates, Chartered Accountants will be appointed as e statutory auditors of e Company from e conclusion of is annual general meeting till e conclusion of e Thirty Four annual general meeting, subject to ratification of eir appointment by e members at every intervening annual general meeting on a remuneration, out-of-pocket expenses etc., incurred in connection wi e Audit as may be decided by e Board in consultation wi e auditors from year to year. None of e directors or key managerial personnel or eir relatives are concerned or interested in e said resolution. The Board commends e resolution for approval. 29 Annual Report

6 CCHL 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 e leading market players in springs for oer Industrial Applications. Business from e Auto Suspension Springs and Power Brake Actuator Springs accounted for more an 9% of e total turnover. Macro Economic Review Global The global economy witnessed a sluggish 3.1% grow owing to weak consumption, investment, trade and productivity. There was a rise of populism largely driven by events like Brexit, e US Presidential election and e referendum on reforms in Italy. However, e second half of 216, witnessed some improvement, especially in e advanced economies. Grow picked up in e US as firms grew more confident about future demand. There was a resilient grow in e Euro area and United Kingdom on e back of strong domestic demand and resilient spending, respectively. Japans performance has also been on e upside wi strong exports and investments related to e Tokyo 22 Olympics. The grow in e emerging markets and developing economies (EMDEs) fell short of expectations. The EMDEs contribute to more an half of e global economic grow rate. Its subdued grow overshadowed e 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 e oer hand, remained mired in a deep recession. Activity remained weak in fuel and non-fuel commodity exporters more generally, while geopolitical factors held back grow in parts of e Middle East and Turkey. Going ahead, a resilient household spending and inventory building are expected to support grow in e United States. A positive turnaround is also expected in Europe and Japan owing to cyclical recovery in global manufacturing and trade. East and Sou Asia remain e worlds most dynamic regions, benefiting from robust domestic demand and supportive macroeconomic policies. The EMDEs are also expected to grow at a healy 4.5%, wi e major support coming from recovery in Russia and Brazil. India India has emerged amongst one of e fastest growing economies in e world wi an annual GDP of 7.1%. The grow was largely driven by a surge in public spending and increasing contribution from e industrial and service sectors. Based on new base year (211-12), Index of Industrial Production (IIP) grew by 5.% in FY compared to 3.4% in FY , hence defying e negative impact of demonetisation. The manufacturing sector, which has been e most volatile, grew by 4.9% in FY217 as against 3.% grow in FY216. Mining and Electricity grew by 5.3% and 5.8%, respectively in FY217. The Consumer Price Index (CPI) inflation moderated from 5.4% in Apr 216 to 3.8% in Mar 217. The wholesale price index (WPI) inflation increased from.8% in Apr 216 to 5.7% in March 217 owing to increase in fuel and manufactured goods prices. There is a furer upside risk to e inflation owing to e possibilities of increasing global crude oil prices and firming up of global metals prices. Going ahead, 218 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 furer give e necessary boost to e economic grow. Industry The automotive sector continued its positive momentum during e year wi demand picking up across all segments. The passenger vehicle sales crossed e ree million milestones for e first time in , growing by 9.23%, fastest in six years. This was largely on e back of demand for compact sports utility vehicles 29 Annual Report

7 (SUVs). The overall sales grow remained at 6.81% during e same period. The grow of e auto industry is expected to continue in 217 across all vehicle categories. India has e worlds 12 largest number of high-net-wor individuals, along wi a growing working population and an expanding middle-class at will drive e demand for automobiles and real-estate in e semi-urban and urban areas. The app-cab aggregators are expanding eir 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 : 29 for Management System. II) ISO 91 : 28 for Management System. III) ISO 141 : 24 for Environmental Management System. iv) ISO 181 : 27 for Heal and Safety Management System. Financial Performance: Alough ere was a marginally decrease in e Turnover of your Company for e financial year but still e Company performed well during e year, it was extremely stressful due to increase in Labour costs coupled wi increase in Legal fees. Added to is were huge Volume & Cash Discounts given to Customers for increasing its sales for now and also for e future. The Net Sales of e Company decreased by about 4.75% amounting to Rs lakhs for e , but despite e increase in input costs, e Company could manage to keep e expenditure at Rs and ereby improving e Operating Loss (before Interest, Depreciation and Taxes) of Rs lakhs as against an Operating Loss (PBIDT) of Rs lakhs during , improving it by 41.7%. The Net Loss (PAT) was at Rs. (14.48) lakhs compared wi e Net Loss (PAT) of Rs. (222.49) lakhs for e previous year, resulting ereby an increase of 36.86% increase over e last year. Wi new spring manufacturers coming into e Passenger Vehicle segment, ereby 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 is contributed to e Companys losses and put a lot of stress on its cash flow. Also wi developing of new segment and to maintain quality and delivery schedules, ere 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 e raw material and operational costs in e current fiscal. New Product Development: Because of high operational costs as explained above, CCHL was not able to adapt e new technology to increase its foray in e Front Suspension Springs for passenger cars and MUVs so as to furer enable it to increase its presence in is segment again. However, wi better control on its operational costs and reduction in raw material, e Company expects to start generating profits and be able to adapt e newer technology. BUSINESS OUTLOOK AND OVERVIEW Outlook The future for automobile industry looks bright because of rising global automobile production and consumption along wi rapid urbanisation. The Indian Auto-component makers are well positioned to benefit from e globalisation and have e potential to achieve $4 billion of exports by 22. Automotive Mission Plan Indian automotive industry to grow times of e current value of USD 74 billion to USD 26-3 billion by 226 India to be among top ree automakers in e world along wi China and US Auto Component to grow from e current levels of Rs12 billion to Rs billion 29 Annual Report

8 CCHL Risks Passenger vehicles likely to increase between million units from e current level of 3.2 million units which will generate 65 million jobs (bo direct and indirect) by 226 BSV norms to be adopted by 219 and BSVI norms to be implemented by 223 for passenger vehicles. Risk management is an important aspect of CCHL operations. Dedicated measures are undertaken to mitigate CCHL from e unforeseen external and internal adversities. It strengens business operations and keeps CCHL prepared to face any such challenges. Human Resources CCHL considers employees to be e most important assets at can guide e Company to grow. Comprehensive and well-structured HR policies of CCHL ensure grow of employees at personal and professional levels. CCHL focuses on attaining e highest levels of employee involvement by increasing eir 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 eir work skills and contribute towards its grow. These trainings also inculcate leadership skills at 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 e basis of subsequent development, information or events. 29 Annual Report

9 DIRECTORS REPORT Your Directors have pleasure in presenting e 29 Annual Report togeer wi e audited accounts and e st Reports of e Auditors for e year ended 31 March 217. OPERATIONS AND FINANCIAL RESULTS: The financial working results for e year are as under: - (Rs. In lakhs) Particulars For e year ended For e year ended 31 st March st March 216 Net Turnover Oer Income Increase/(Decrease) in Stock (.93) TOTAL Profit before Interest, Depreciation & Taxes (12.97) (174.73) Profit before Tax (14.48) (222.49) Less : Provision for Tax (including deferred tax) - - Profit after Tax (14.48) (222.49) Balance from Balance Sheet (146.7) (824.21) Balance carried to Balance Sheet ( ) (146.7) Alough ere was a marginally decrease in e Turnover of your Company for e financial year but still e Company performed well during e year, it was extremely stressful due to increase in Labour costs coupled wi increase in Legal fees. Added to is were huge Volume & Cash Discounts given to Customers for increasing its sales for now and also for e future. The Net Sales of e Company decreased by about 4.75% amounting to Rs lakhs for e , but despite e increase in input costs, e Company could manage to keep e expenditure at Rs and ereby improving e Operating Loss (before Interest, Depreciation and Taxes) of Rs lakhs as against an Operating Loss (PBIDT) of Rs lakhs during , improving it by 41.7%. The Net Loss (PAT) was at Rs. (14.48) lakhs compared wi e Net Loss (PAT) of Rs. (222.49) lakhs for e previous year, resulting ereby an increase of 36.86% increase over e last year. DIRECTORS In terms of Article 136 of e Articles of Association of e Company, Ms Smriti Bafna, Director will retire by rotation at e ensuing Annual General Meeting and being eligible, offers herself for re-appointment. a. Retirement by rotation Pursuant to Section 149, 152 and oer applicable provisions if any of e Companies Act, 213, one ird of such of e Directors as are liable to retire by rotation, shall retire every year at e, and if eligible,offer emselves for re appointment at every Annual General Meeting. Consequently Ms. Smriti Bafna, Director will retire by rotation at e ensuing Annual General Meeting and being eligible offers herself for reappointment in accordance wi e provisions of Companies Act, 213. Your Directors recommend eir appointment /reappointment at e ensuing Annual General meeting. b. Changes in Directors and Key Managerial Personnel During e year ere was no change in e Directors and Key Managerial Personnel of e Company. c. Declaration by an Independent Director(s) and re-appointment The Company has received declarations from all e Independent Directors of e Company confirming 29 Annual Report

10 CCHL at ey meet wi e criteria of independence as prescribed under sub section (7) of Section 149 of e Companies Act, 213 and Regulation 25 of e SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 215. d. Formal Annual Evaluation Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 215 mandates at e Board shall monitor and review e Board evaluation framework. The framework includes e evaluation of Directors on various parameters such as Board Dynamics and relationships Information flows Decision making Relationship wi stakeholders Company performance and strategy Tracking Board and Committees effectiveness Peer evaluation The Companies Act, 213 states at a formal evaluation needs to be made by e Board of its own performance and at of its committees. Schedule IV of e Companies Act, 213, states at e performance evaluation of independent directors shall be done by e entire Board of Directors excluding e director being evaluated. The evaluation of all e Directors and e Board as a whole was conducted based on e criteria and framework adopted by e Board. The evaluation process is being explained in Corporate Governance report. The Board approved e evaluation results as collated by e Nomination & Remuneration Committees. Independent Directors The Company is having two Independent Directors namely Mr. Arun Mittal and Mr. Atul Kumar Chaturvedi. As per e provisions of section 149(4) e Company is required to have one ird of Directors as Independent Director and e Company is having two Directors as Independent Director out of Four Directors. Moreover as e paid up Share Capital of e Company is Rs. 4,5,8, and its net wor is less an Rs. 25 crores and e regulation 25 of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 215 is not applicable to e 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. 3249E), were appointed as Statutory Auditors of e Company in e 26 Annual General Meeting of e Company to hold office for ree consecutive years subject to ratification at every Annual General Meeting and whose tenures is liable to expire at forcoming Annual General Meeting. Accordingly, your Company is required to appoint new Statutory Auditors in place of Messrs Singhi & Co., at e ensuing Annual General Meeting. Your Directors, pursuant to recommendation of Audit Committee, recommend e appointment of Messrs Jitendra Agarwal & Associates, Chartered Accountants, (Firm Registration No E) as new Statutory Auditors of CCHL, for a term of 5 (five) consecutive years from conclusion of forcoming Annual General Meeting till e conclusion of 34 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 E) for eir appointment as e Statutory Auditors of e Company and confirmation regarding eligibility under Section 139 and 141 of e Companies Act, 213 read wi Companies (Accounts) Rules, 214. As required under Regulation 33 of e Listing Regulations, e Auditors have also confirmed at ey hold a valid certificate issued by e Peer Review Board of e Institute of Chartered Accountants of India. The observations of Auditors in e Auditors Report Management Reply to ese Observations are explained in Annexure A to e Directors Report 29 Annual Report

11 Change in e nature of business During e year under review, ere has been no change in e nature of business of e Company. Furer, no material changes and commitments have occurred between e end of e financial year and e date of e report affecting e financial position of e Company. Subsidiaries and Associates Companies The Company is not having any subsidiary or Associate Companies. Accordingly a Statement containing salient features of e financial statement of subsidiaries/associate companies/joint ventures as Pursuant to first proviso to sub-section (3) of section 129 read wi rule 5 of Companies (Accounts) Rules, 214 is not applicable. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 215 (hereinafter referred to as Listing Regulations ), e Company has formulated a policy for determining material subsidiaries. Management Discussion and Analysis A separate chapter on Management Discussion and Analysis forms part of is Annual Report. Dividend In order to conserve e resources of e Company, your Directors do not recommend any dividend for e year Reserves The Company has transferred e current year losses to e General Reserves of e Company. Public Deposits During e year , your Company has not accepted any deposits wiin e meaning of Sections 73 and 76 of e Companies Act, 213 read wi e Companies (Acceptance of Deposits) Rules, 214 and as such no amount of principal or interest was outstanding as on date of e Balance Sheet. Consolidated Financial Statements As e Company is not having any Subsidiary or Associate Companies, e 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 215. Industrial Relations During e financial year under review, industrial relations in e Company continued to be cordial and peaceful. Extract of Annual Return The details forming part of e extract of e Annual Return in Form MGT-9, in accordance wi Section 92(3) of e Companies Act, 213 read wi e Companies (Management and Administration) Rules, 214, are set out herewi as Annexure B to is Report. Particulars of Loans, Guarantees or Investments During e year e Company has not given any loans, made any investments and given any guarantees under 186 of e Companies Act, 213 and also did not provide any securities for e purpose of loans or guarantees to any oer Company. Meetings of e Board and its Committees Four meetings of e Board of Directors were held during e year as per details as hereunder: 29 Annual Report

12 CCHL The Company has also held e required Meetings of Committees during e year. Audit Committee Pursuant to e provisions of Section 177 of Companies Act, 213, e 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 e Audit Committee. Board of Directors of e Company has duly accepted e recommendations of Audit Committee during financial year Disclosure under section 136 of e Companies Act, 213 Having regard to e provisions of e first proviso to Section 136(1) of e Act and as advised, e Annual Report excluding e aforesaid information is being sent to e members of e Company. The said information is available for inspection at e registered office of e Company during working hours and any member interested in obtaining such information may write to e Company and e same will be furnished on request. The full Annual Report including e aforesaid information is being sent electronically to all ose members who have registered eir addresses. Matters as per section 178 of e Companies Act, 213 The Company is a listed Company and it has constituted e Audit Committee, The Stakeholders Relationship Committee, Nomination & Remuneration committee. The Company has also drafted e Vigil mechanism and also e 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 is mechanism is to provide a framework to report concerns about uneical behavior, actual or suspected fraud or violation of e Companys code of conduct or eics policy and provide adequate safeguards against victimization of e person availing is mechanism. The policy provides mechanism whereby whistle blower may send protected disclosures and in exceptional cases, directly to e Chairman of Audit Committee. Internal Financial Controls Your Company has put in place adequate internal financial controls wi reference to financial statements. Such system has been designed to provide for: S. No. Date of Board Meeting Streng of Board Nos. of Directors present Three Directors Two Directors Four Directors Four Directors Four Directors Four Directors Four Directors Four Directors Four Directors Four Directors Adoption of accounting policies in line wi applicable accounting standards. Uniform accounting treatment is prescribed to e subsidiaries of your Company. Proper recording of transactions wi internal checks and reporting mechanism. Compliance wi applicable statutes, policies, management policies and procedures. The management of your Company periodically reviews e financial performance against e approved plans across various parameters and takes necessary action, wherever required. Your Company has its own internal audit department wi qualified professionals which carries out periodic audits of Rewari unit and functions. The observations arising out of e internal audit are periodically reviewed and its summary along wi 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 e Companies Act, 213, e Director s hereby state and confirm at: 29 Annual Report

13 a. in e preparation of e annual accounts, e applicable accounting standards and Schedule III of e Companies Act, 213 have been followed along wi proper explanation relating to material departures; b. ey have selected such accounting policies and applied em consistently and made judgments and estimates at are reasonable and prudent so as to give a true and fair view of e state of affairs of e Company as at 31st March, 217 and of e profit and loss of e Company for e financial year ended 31st March, 217; c. ey have taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of is Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; d. e annual accounts have been prepared on a going concern basis; e. proper internal financial controls laid down by e Directors were followed by e Company and at such internal financial controls are adequate and operating effectively; and f. ey have devised proper systems to ensure compliance wi e provisions of all applicable laws and at such systems are adequate and operating effectively. Statement indicating e manner in which formal annual evaluation has been done Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 215 mandates at e Board shall monitor and review e Board evaluation framework. The framework includes e evaluation of Directors on various parameters such as Board Dynamics and relationships Information flows Decision making Relationship wi stakeholders Company performance and strategy Tracking Board and Committees effectiveness Peer evaluation In terms of provisions of Section 134 sub-section 3(p) read wi Sub-rule (4) of Rule 8 of e Companies (Accounts) Rules, 214, e Board has carried out annual evaluation of its own performance and at of its Directors individually. The evaluation criteria as laid down by e Nomination & Remuneration Committee included various aspects of e 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 e Board decisions, knowledge & experience and judgment. Directors Remuneration & Mean Remuneration of Employees The information required pursuant to Section 197 read wi Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 214 in respect of ratio of remuneration Executive Director to e median remuneration st of e employees of e Company for e Financial Year ended 31 March 217 are as under: Remuneration of Managing Director Rs. 25,16,332/- p.a. Remuneration of Whole Time Director Rs. 24,,/- p.a. Mean Remuneration of e Employees of e Company: Rs.4,6,944/- p.a. The Company is not having any Employee drawing salary in excess of e prescribed limits in terms of e provisions of Section 197(12) of e Act read wi Rules 5(2) and 5(3) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, Annual Report

14 CCHL Board Diversity The Company recognizes and embraces e importance of a diverse Board in its success. We believe at a truly diverse Board will leverage differences in ought, 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 e field of Finance, Law, Corporate Governance, Management and Leadership skills and also has a Woman Director on e Board. Nomination and Remuneration Policy The Nomination and Remuneration Policy as approved by e Board on recommendation of e 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 wi e requirements of e Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 213 and Rules framed ereunder. During e period under review, no complaints were received by e Internal Complaints Committee established under e Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of e Company. Related Party Transaction as per section 188 of e Companies Act 213 Transaction entered by e Company wi related Parties during financial year were in e ordinary course of business and on arms leng basis. The Company has formulated a policy on related party Transactions. In terms of section 134(3)(h) of e Companies Act 213 and Rules made ereunder, during e year under review, e Company has not entered into any contract/ arrangements /transaction wi related parties which could be considered material. The details of e related party transaction entered during e year are provided in e accompanying financial statements. Corporate Social Responsibility Provisions relating to Corporate Social Responsibility under section 135 of e Companies Act, 213 are not applicable to e 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 e Companies Act, 213 read wi Rule 8(3) of e Companies (Accounts) Rules, 214 is annexed as Annexure C to is Report. Cost Auditors As per section of 148 and oer applicable provisions, if any, of e Companies Act 213 read wi Companies (Audit and Auditors) Rules 214, e Board of Directors of your Company, on e recommendation of e Audit Committee has appointed M/s. M M & Associates, Cost Accountants, as Cost Auditors of e Company for e financial year Your Company has received consent from M/s. M M & Associates, Cost Auditors of your Company for e financial year along wi a certificate confirming eir Independence. Secretarial Audit In accordance wi e provisions of section 24 of e Companies Act 213 read wi e Companies (Appointment of Managerial Personnel) Rules 214, your Company has appointed M/s Siddiqui & Associates, Company Secretaries to conduct e Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewi as Annexure D to is Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. 29 Annual Report

15 Significant and Material Orders of Regulators or Courts or Tribunals No significant and material order was passed by Regulators or Courts or Tribunals during e year under review impacting e 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 e Companies Act, 213, in e prescribed form MGT-9 is annexed as Annexure E to is Report. Acknowledgements Your Directors would like to express eir grateful appreciation for e co-operation and support extended to e Company by its Customers and various agencies of e Central Government, State Government of Haryana and Banks. Your Directors wish to place on record eir sincere appreciation for e devoted services of all its employees and also express eir gratitude to e member-shareholders for eir continued patronage. For and on behalf of Board of Directors. Place: New Delhi R. M. Bafna Arun Mittal Dated: Managing Director Director DIN DIN ANNEXURES TO DIRECTORS REPORT (A) BASIS OF QUALIFIED OPINION IN THE AUDITORS REPORT The Auditors in its Auditors Report has expressed qualified opinion as under ANNEXURE A Note No. (xx) of 2(B) of oer notes to financial statement regarding Going Concern Assumption may no longer be appropriate As e Company has incurred significant operating losses, negative operating cash flows, adjudication of legal process against e company for loan liability and negative net wor indicating at 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 e circumstances and events and is of e view at it is largely because of earlier slowdown in e Auto Industry from which e Company has not been able to recover. The Company has now taken certain measures, e affect of which shall be seen in e coming years. This is a temporary phase and shall not affect e Companys ability to meet its obligations. 2.1 The company has not made provisions of Interest & Oer Charges on Secured Loans taken from Financial Institutions/ Banks Rs. 7,5,33,652 as per interim order of e divisional bench of Punjab and Haryana high court, Chandigarh, as stated in Note No. (viii) of Oer notes 2(B). 2.2 Note No. 2(B) (viii) para (j) of oer notes to financial statements describes at company has not made provision calculated on e IFCI debts confirmed by e order dated in DRT-I, New Delhi by AARCL for e recovery of Rs. 84,49,38,818 togeer wi simple 13.5% p.a. from which amount to Rs. 197,27,93, Had e Provision been made, e Loss up to e year after tax Rs. 1,4,48,15/- would have resulted in loss of Rs. 2,1,8,15,347/-, 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 e 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 e affect was taken in e Books. The Company, in is regard, has already handed over 1 Acres of land (valued by AARCL at Rs. 18 Crores). But it may be noted at e 29 Annual Report

16 CCHL Order of Punjab & Haryana High Court is an Interim Order. Final Order is yet to be pronounced. The Company shall make changes in e books when e Final Order comes into effect. 2.2 Company has already filed an appeal against e Final Order of DRT 1. The Company shall comply wi e Final Order depending on e outcome of e Appeal. Accordingly e amount in said Orders is not relevant for e 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. 1 acres as stated in Note No. 7 (b) whose approx. cost appearing in books is Rs Lakhs, to Alchemist Asset Reconstruction Company Ltd., assignees of IDBI & IFCI (Financial Institution) on 8 March 213 as per e direction of Honorable Supreme Court who re-affirmed e interim orders of Honorable Punjab & Haryana High Court, Chandigarh of 9 August 211. As informed to us, registry and oer documents relating to sale of e land to ird party is not available wi e company, erefore necessary accounting entries could not be made in view of e matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss etc. in regards to e land. Management Reply Impact is not ascertainable unless e land of 1 Acres is sold by AARCL, for which e physical possession is already given. The Company has come to know at AARCL has transferred / sold e land to Varahalakshmi Infrastructure Pvt. Ltd., but formal communication or confirmation has not been received in is regard. The effect shall be made in e books only after e amount is ascertainable of e sale and e affects of e Interim Order is carried out. Annexure A to e Audit Report. (i)c. According to e information and explanations given to us and on e basis of our examination of e records of e Company, e title deeds of immovable properties are held in e name of e Company except e Company had given physical Possession on of approx. 1 Acre land whose approx. cost appearing in e books is 12.2 Lakhs, to M/s. Alchemist Asset Reconstruction Company Ltd. (assignees of IDBI & IFCI) as per e directions of e Honble Supreme Court who re-affirmed e Interim Orders of Honble Punjab & Haryana High Court, Chandigarh of As informed to us, registry and oer documents relating to sale of e land to ird party is not available wi e company, erefore necessary accounting entries could not be made in view of e matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss, etc. in regards to e land, no effect has been given in e Fixed Assets Schedule of e Accounts. Preamble Management Reply Registry and oer documents relating to sale of e land to ird party is not available wi e company, erefore necessary accounting entries could not be made in view of e matter stated above, we are unable to form any opinion relating to state of affairs, profit & loss, etc. in regards to e land, no effect has been given in e Fixed Assets Schedule of e Accounts. NOMINATION and REMUNERATION POLICY ANNEXURE- B This Nomination and Remuneration Policy ( Policy ) has been formulated pursuant to e provisions of Section 178 of e Companies Act, 213 read wi e applicable rules ereto and Regulation 19 of SEBI (LODR) Regulations, 215 (erstwhile Clause 49 of e Listing Agreement), Regulations, Circulars, Clarifications and Notifications as applicable and amended from time to time (hereinafter referred to as Law ), by e Nomination and Remuneration Committee ( Committee ) and approved by e Board of Directors of Coventry Coil o Matic (Haryana) Limited. (CCHL) (hereinafter referred to as Board ). Objective The objective of is Policy is to provide a consistent framework to e Committee to perform its functions in compliance wi e Law pertaining to e appointment of, remuneration payable to and removal of Directors, key managerial personnel and senior management personnel and make appropriate recommendations to e Board. 29 Annual Report

17 Applicability This Policy shall be applicable to all Directors, Key Managerial Personnel, Senior Management Personnel and oer employees of CCHL, wherever applicable. Definitions Key Managerial Personnel (KMP) means e Managing Director & CEO, Chief Financial Officer and Company Secretary. Senior Management Personnel shall mean e Chief Operating Officers of e respective SBUs of e 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 e HR Policy of e Company, e Committee shall identify and ascertain e integrity, qualification, expertise and experience of e person for appointment as Director, KMP and/or Senior Management personnel in e manner as it deems fit and make appropriate recommendations (b) If required and considered fit by e Committee, appropriate consultations shall be held wi CCHL MD & CEO. 2. Term / Tenure The Term / Tenure of e Directors shall be governed by and as prescribed under Law. 3. Removal Due to reasons for any disqualification mentioned under Law or any oer justifiable grounds, e Committee may recommend to e Board, wi 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 e age, education, experience and such specific skills as may be required for e concerned position of an executive, non-executive or independent director and shall assess e professional success, leadership skills, eics, integrity and values in e candidates recommended to e Board of directors, along wi e potential of value addition to CCHL. 2. The Committee shall also consider e 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 e duties of a Director. 3. The Director should not have a direct or indirect material or pecuniary relationship wi e Company, including its subsidiaries or affiliates or any member of senior management. 4. The Directors independence will furer be confirmed on an annual basis upon e declarations made by such directors as per e Law. 5. Every director shall be obliged to forwi inform e Committee and / or Board of any change in circumstances at may jeopardize his or her independence. Remuneration payable to Directors, Key Managerial Personnel and oer employees 1. Managing Director/ Whole-time Directors a. The Nomination and Remuneration Committee shall make such recommendations to e Board, as it may consider appropriate wi 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 wi Management Regulations of e Company and be subject to e approval of shareholders of e 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 ereof. Provided at e amount of such fees shall not exceed ` One lakh per meeting of e 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 29 Annual Report

18 CCHL direct expenses for participation in e Board and oer meetings and profit related commission as may be approved by e shareholders of e Company which shall not exceed 1% of e net profits of e 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 an e sitting fee payable to oer directors. 3. KMP, Senior Management Personnel and oer employees a. The remuneration of KMP (excluding e MD & CEO) and Senior Management Personnel shall be governed by e HR Policy of CCHL on e basis of recommendation of e MD & CEO of e Company. b. The remuneration of oer employees shall be governed by e HR Policy of CCHL. c. The remuneration shall be subject to applicable taxes and e Company may wihold erefrom any amounts as are required to be wiheld pursuant to e applicable laws. Any tax liability arising in respect of payments made pursuant to e remuneration shall be borne solely by e respective Director, KMP and Senior Management Personnel. The Committee shall ensure at e level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of e quality required to run e 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 e working of e 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 is Policy shall be made in e Annual Report as a part of Boards Report and on e website of e Company as required by Law. Amendments The Committee and /or e Board may review and amend is Policy as and when it deems necessary. In case of any amendment(s), clarification(s), circular(s) etc. issued by e relevant auorities, not being consistent wi e provisions laid down under is Policy, en such amendment(s), clarification(s), circular(s) etc. shall prevail upon e provisions hereunder and is Policy shall stand amended accordingly from e effective date of such amendment(s), clarification, circular(s) etc. ANNEXURE C INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 213 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 214 AND FORMING PART OF THE DIRECTORS REPORT FOR st THE YEAR ENDED 31 MARCH 217. A. CONSERVATION OF ENERGY The Companys operations involve low energy consumption. Wherever possible, energy conservation measures have already been implemented and ere are no major areas where furer energy conservation measures can be taken. However, efforts to conserve and optimize e use of energy rough improved operational meods and oer means will continue. 29 Annual Report