The Board of Directors take pleasure in presenting the 36th Annual Report on the business and operations of the
Company, together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2024..
OPERATIONS AND FINANCIAL RESULTS
The financial working results for the year are as under : -
(Rs. Lakhs)
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Particulars
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For the year ended
31st March 2024
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For the year ended
31st March 2023
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Revenue from Operations
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8,694.77
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7,677.50
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Other Income
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29.40
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7.64
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Total Income
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8,724.16
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7,685.15
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Operating Profit (PBDIT)1
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29.20
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153.73
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Gross Profit (PBDT)1
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(79.03)
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76.97
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Profit/ (Loss) before Tax
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(156.46)
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25.46
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Profit/ (Loss) after Tax
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(156.46)
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25.46
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Other Comprehensive Income / (Loss)
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(27.42)
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0.89
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Balance carried to Balance Sheet
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(183.88)
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26.35
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Other Equity - Closing Balance
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(1719.92)
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(1536.04)
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8,694.77 Lakhs in FY 2023-24 as against Rs. 7,677.50 Lakhs in 2022-23 thereby making a growth of 13.25%
over the previous year. The Company, however, posted a Loss after Tax at Rs. 156.46 Lakhs as against Profit
(PAT) of Rs.25.46 Lakhs in the previous year. This was largely because of increase in input cost as the Expenses
of Operation have also increased by 15.93%. A detailed analysis of Company's operations in terms of
performance in Markets business outlook risk and concerns forms part of the Management Discussion and
Analysis, a separate section to this Annual Report.
There was no change in the business of the Company.
The Company did not transfer any amount to General Reserve.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE REPORT.
There have been no material changes and commitments which affect the financial position of the Company that
have occurred between the end of the financial year to which the financial statements relate and the date of this report.
MANAGEMENT
Following are the disclosures required in respect of Management of the Company.
a. Retirement by Rotation
Pursuant to Article 136 of the Articles of Association of the Company and Section 149, 152 and other
applicable provisions if any of the Companies Act, 2013, one third of such of the Directors as are liable to
retire by rotation, shall retire every year at the Annual General Meeting and if eligible, may offer themselves
for re-appointment. Consequently Mr. Akshit Bafna, Whole Time Director will retire by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with the
provisions of Companies Act, 2013.
Your directors recommend his reappointment at the ensuing Annual General meeting.
b. Changes in Directors and Key Managerial Personnel
During the year there were no changes in Directors of the Company and Key Managerial Personnels of the
Company.
c. Declaration by an Independent Director(s) and their Appointment -
The Company has received necessary declaration from each independent director under Section 149(7) of
the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6), Code
for independent directors of the Companies Act, 2013 and of the Listing Regulations.
d. Formal Annual Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 8 of the Companies
(Accounts) Rules, 2014, mandates that the Board shall monitor and review the Board evaluation framework.
The framework includes the evaluation of Directors on various parameters such as
• Board Dynamics and relationships
• Information flows
• Decision making
• Relationship with stakeholders
• Company performance and strategy
• Tracking Board and Committees effectiveness
• Peer evaluation
The Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own
performance and that of its committees. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of independent directors shall be done by the entire Board of Directors excluding
the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board & Nomination & Remuneration Committee. The Board approved the
evaluation results as collated by the Nomination & Remuneration Committees.
e. Directors Remuneration & Mean Remuneration of Employees
The numbers of permanent employees on the rolls of the company are 125
The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment
and Remuneration) Rules, 2014 in respect of ratio of remuneration Managing and Whole Time Director to
the median remuneration of the employees of the Company for the Financial Year ended 31st March 2024
are as under :
Remuneration of Managing Director Rs. 3,75,000/- p.m.
Mean Remuneration of the Employees of the Company : Rs.45,924.00 p.m.
The Managing Director and Whole Time Director of the Company are not drawing any commission from the
Company. The Company is not having any Holding, subsidiary or Associate Company.
INDEPENDENT DIRECTORS
The Company is having two Independent Directors (including one Women Independent Director) namely Mr.
Vivek Saxena and Ms. Renu Sharma. As per the provisions of section 149(4) the Company is required to have
one third of Directors as Independent Director and the Company is having two Directors as Independent Director
out of Four Directors. Moreover, as the paid-up Share Capital of the Company is Rs. 4,50,80,000 and its net
worth is less than Rs. 25 crores and the regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company.
DIVIDEND
In order to conserve the resources of the Company, your directors do not recommend any dividend for the year
2023-24.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and
paid last year.
SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES
The Company is not having any subsidiary, joint ventures or Associate Companies. Accordingly, a Statement
containing salient features of the financial statement of subsidiaries/associate companies/joint ventures as
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014
is not applicable.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. The
Internal Financial Control has been designed to provide for :
• Adoption of Accounting policies in line with applicable accounting standards
• Proper recording of transaction with internal checks and reporting mechanism.
• Compliance with applicable statutes, policies, management policies and procedures.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud,
error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of
reliable financial disclosures.
The Company has laid down Standard Operating Procedures and policies to guide the operations of each of its
functions. Business heads are responsible to ensure compliance with these policies and procedures. Robust
and continuous internal monitoring mechanisms ensure timely identification of risks and issues.
The management, statutory auditors M/s. J K V S & Co., Chartered Accountants, and internal auditors, M/s Mohit
Jasuja & Associates, Chartered Accountants, have also carried out adequate due diligence of the control
environment of the Company through rigorous testing.
DISCLOSURES
Meetings of the Board
Four meetings of the Board of Directors were held during the year as per details as hereunder :
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S. No.
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Date of Board Meeting
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Strength of Board
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Nos. of Directors present
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1.
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20.05.2023
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Four Directors
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Four Directors
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2.
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12.08.2023
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Four Directors
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Four Directors
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3.
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10.11.2023
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Four Directors
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Four Directors
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4.
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10.02.2024
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Four Directors
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Four Directors
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Meetings of the Committee of Board
The Company is having Audit Committee, Stakeholders Relationship Committee and Nomination &
Remuneration Committee.
Audit Committee
Audit Committee is comprised of Mr. Vivek Saxena, Independent Director as Chairman, Mr. R. M. Bafna,
Managing Director, as Member and Ms. Renu Sharma, Independent Director as Member.
During the year, the Audit Committee held Four Meetings which were attended by all the Members of the
Committee. The Audit Committee meetings were held on 20th May 2023, 12th August 2023, 10th November
2023 and 10th February 2024.
Stakeholders Relationship Committee
Stakeholders Relationship Committee comprises of Mr. Vivek Saxena, Independent Director as Chairman and
Mr. R. M. Bafna, Managing Director, as Member of the Committee. During the year the Company held only two
Meeting on 12th August 2023 and 10th February 2024.
Nomination & Remuneration Committee
During the year ended 31st March 2024 the Nomination & Remuneration Committee was comprised of Mr. Vivek
Saxena, Independent Director as Chairman, Mr. R. M. Bafna, Managing Director as Member, and Ms. Renu
Sharma, Independent Director as Member.
During the year, one Meeting of the Nomination & Remuneration Committee was held on 12th August 2023.
It may be taken note of that Board has accepted the recommendation of all the committees wherever required.
The Company has also drafted the Vigil mechanism and also the Policy on Related Party Transaction and Policy
of Prohibition on Insider Trading.
Vigil Mechanism
Pursuant to rule 7 of the Companies (Meeting of Board & Power) Rules 2014, the Company has established a
Vigil Mechanism/Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report
concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy and provide adequate safeguards against the victimization of the person availing this mechanism.
This policy has been appropriately communicated with in the Organization and is effectively operational. The
policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of
Audit Committee or Ethics Officer.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with section 134(3)(n) of the Companies
Act 2013. It establishes various levels of accountability and overview within the Company.
The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and
monitor the risk management plan for the company and it is responsible for reviewing the risk management plan
and ensuring its effectiveness with an additional oversight in the area of financial risks and controls.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly
diverse Board will leverage differences in thought perspective knowledge skill regional and industry experience
cultural and geographical background age and gender which will help us in retaining our competitive advantage.
Your Board comprises of experts in various fields and leadership skills and also has one women Director on the
Board.
Nomination and Remuneration Policy
The Board on the recommendation of Nomination & Remuneration Committee has framed a policy for selection
and appointment of Director& KMP and their remuneration. The Policy is annexed herewith as Annexure B.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressed) Act, 2013
The Company has put in place and practiced an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All
employees are covered under this policy. During the year under review, the Company has not received any
complaint under the said Policy.
Related Party Transaction as per section 188 of the Companies Act 2013
With reference to section 134(3)(h) of the Companies Act 2013 all the transaction entered by the Company
during FY 2023-24 with related Parties were in the ordinary course of business and on arm's length basis. The
Company has formulated a policy on related party T ransactions.
In terms of section 134(3) (h) of the Companies Act 2013 and Rules made there under, during the year under
review, the Company has not entered any contract/ arrangements /transaction with related parties which could
be considered material.
The details of the related party transaction entered during the year are provided in the accompanying financial
statements.
Corporate Social Responsibility
Provisions relating to Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not
applicable to the Company.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
During the year the Company has not given any loans, made any investments and given any guarantees under
186 of the Companies Act, 2013 and also did not provide any securities for the purpose of loans or guarantees to
any other Company.
Particulars of Employees
The Company is not having any Employee drawing salary in excess of the prescribed limits in terms of the
provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Purchase of Shares of the Company
In accordance to section 67(3) of the Companies Act 2013, the Company has not given any loans to persons in
the employment of the company or its directors or KMP, to purchase or subscribe for fully paid-up shares in the
company or its holding company (the Company do not have any holding Company) to be held by them by way of
beneficial ownership.
Issue of ESOP Shares in the Company
In accordance to Rule 12(9), 16(4) of The Companies (Share Capital and Debentures) Rules, 2014 and clause
14 of SEBI (Share Based Employee Benefits) Regulations 2014 the Company has not issued any Employees
Stock Option Scheme. Accordingly, the aforementioned Rules and said SEBI (SBEB) Regulations 2014 are not
applicable.
Disclosure under section 136 of the Companies Act, 2013
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. The said information is
available for inspection at the registered office of the Company during working hours and any member interested
in obtaining such information may write to the Company and the same will be furnished on request. The full
Annual Report including the aforesaid information is being sent electronically to all those members who have
registered their email addresses.
Listing
The shares of your Company are listed on Mumbai and Calcutta Exchanges. But the shares of the Company are
suspended because of non-payment of Annual Fee. The Company is the process of getting suspension
revoked.
Annual Return
In accordance with the Companies Act, 2013, the annual return for 2023 in the prescribed format is available at
Company's website www.coilomatic.com
Industrial Relations
During the year under review, Industrial Relations in the Company continued to be cordial and peaceful.
Significant and Material Orders of Regulators or Courts or Tribunals
There were no significant and Material Orders of Regulators or Tribunal which could have bearing on the Affairs
of the Company during the year 2023-24.
Application under IBC
No Application made under Insolvency and Bankruptcy Code 2016 during the year 2023-24.
Details of difference between Valuation Amount on One Time Settlement and valuation while availing
Loan from Banks and Financial Institutions
During the year under review there had been no One Time Settlement with the Bank or Financial Institution
CAPITAL AND DEBT STRUCTURE
As per disclosure regarding the Share Capital in accordance with Rule 4(4) and 8(13) of The Companies (Share
Capital and Debentures) Rules, 2014, during the year there was no change in the Capital & Debt structure of the
Company. Share Capital was not reclassified or restructured or no change in voting rights. The Company has not
issued any shares with differential rights, Sweat Equity Shares or Employees Stock Option.
AUDITOR'S AND AUDITORS' REPORT
M/s. J K V S & Co. Chartered Accountants (Formerly Jitendra K Agarwal & Associates) (Firm Registration No.
318086E) Auditors of the Company were appointed as Statutory Auditors of the Company at the 34th Annual
General Meeting held on 29thSeptember 2022 to hold office for the second term of five consecutive years from
the conclusion of the 34th Annual General Meeting of the Company, till the conclusion of the 39th Annual General
Meeting to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014.
The observations of Auditors in the Auditors Report and Management Reply to these Observations are
explained in Annexure I to the Directors Report.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and
are being maintained.
The Company on the recommendation of the Audit Committee has appointed M/s. Upreti & Co. (Firm Reg. No.
001928) Cost Accountants, with Neeraj Upreti as Proprietor having office at C2/112, Lodhi Colony, New Delhi
110003 for the financial year 2024-25, to look after the compliance into the matter.
Your Company has received consent from M/s. Upreti & Co., Cost Auditors of your Company for the financial
year 2024-25 along with a certificate confirming their Independence.
SECRETARIAL AUDIT
In accordance with the provisions of section 204 of the Companies Act 2013 read with the Companies
(Appointment of Managerial Personnel) Rules 2014, your Company had appointed M/s Siddiqui & Associates,
Company Secretaries to conduct the Secretarial Audit of your Company for the year 2023-24. The Secretarial
Audit Report for the year 2023-24 is annexed herewith as Annexure II to this Report. The Secretarial Audit
Report does not contain any qualifications, reservations, or adverse remark.
This may also be noted that the Company is in the process of getting Suspension of Trading of Scripts of the
Company revoked.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit
Committee, any instances of fraud committed against the Company by its officers or employees, under Section
143 (12) of the Companies Act, 2013,the details of which would need to be mentioned in the Board's report,
which forms part of this Integrated Annual Report.
Compliance of Secretarial Standards
Pursuant to provisions of section 118 of the Act the Company has complied with the applicable provisions of the
Secretarial Standards issued by the "The Institute of Company Secretaries of India" and notified by Ministry of
corporate Affairs.
DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT 2013
During the financial year 2023-24, your Company has not accepted any deposits, within the meaning of section
73 and 76 of the Companies 2013 read with Companies (Acceptance of Deposit) Rules 2014, at the beginning or
during or at the end of the financial year. However, the Company is having Unsecured Loans from Directors
which is exempted deposit under the provisions of rule 2(1)(c) (viii) of the Companies (acceptance of deposit)
Rules 2014.
CASH FLOW STATEMENT
A Cash Flow Statement, as required by the definition of Financial Statement under section 2(40) of the
Companies Act 2013, is included in the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT :
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the
historical cost convention on accrual basis except for certain financial Instruments, which are measured at fair
values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed
under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been
consistently applied except where a newly-issued accounting standard is initially Adopted or a revision to an
existing accounting standard requires a change in the accounting policy hitherto in use. The directors confirm
that :
• In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable
accounting standards have been followed and there are no material departures.
• The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company for that period.
• The Directors have taken proper and sufficient care towards the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.
• The Directors have prepared the annual accounts on a going concern basis.
• The Directors have laid down internal financial controls, which are adequate and are operating
effectively.
• The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws, and such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND
OUTGO.
The information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo required as per the provisions of Section 134 (3)(m) read with rule 8 (3) the Companies (Accounts) Rules,
2014, the required particulars are set out in Annexure B, forming part of this Report.
ACKNOWLEDGMENTS
Your directors would like to express their grateful appreciation for the co-operation and support extended to the
Company by its Customers and various agencies of the Central Government, State Government of Haryana and
Banks.
Your directors wish to place on record their sincere appreciation for the devoted services of all its employees and
also express their gratitude to the member-shareholders for their continued patronage.
For and on behalf of Board of Directors.
Place: New Delhi R. M. Bafna Vivek Saxena
Dated: 13.08.2024 Managing Director Director
DIN 00159855 DIN 07903817
1
Excluding Exceptional Items
The year 2023-24 has been a year of growth of your Company due to improved demand. Financial and
operational performances have largely been close to the budgets. Your Company managed to implement its
plans and executed them more efficiently to post better financial results. The Turnover of the Company stood at
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