Directors Report of Competent Automobiles Co Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 40^th Annual Report together with Audited Accounts of the Company for
the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS - STANDALONE AND CONSLOLIDATED

The highlights of the standalone and consolidated financial statements of your Company for the year ended 31^st
March, 2025 along with the previous year’s figures are given as under:

(Rs. in Lakh)

Particulars	Standalone		Conso.	idated
	2024-25	2023-24	2024-25	2023-24
Income from Operations	2,13,124.34	2,11,669.18	2,13,879.27	2,11,669.18
Other Income	922.82	721.34	866.74	721.34
Total Income	2,14,047.16	2,12,390.52	2,14,746.01	2,12,390.52
Profit before Dep. & Tax	6,034.65	6,259.89	5,949.24	6,259.89
Less: Depreciation & Amortization	2,908.67	2,401.53	2,925.01	2,401.53
Less: Provision for Taxation including Deferred Tax and tax for earlier years	870.21	1,102.10	874.52	1,102.10
Profit after tax	2,255.77	2,756.26	2,149.71	2,756.26
Add: Surplus from Previous year	28,186.43	25,491.63	28,186.43	25,491.63
Add: Other Comprehensive Income	664.74	501.58	674.35	501.58
Amount available for appropriation (A)	31,106.94	28,749.47	31,010.49	28,749.47
General Reserve (B)	3,517.51	3,517.51	3,517.51	3,517.51
Securities Premium Account (C)	1,431.65	1,431.65	1,431.65	1,431.65
Sub-Total (A B C)	36,056.10	33,698.63	35,959.65	33,698.63
Less: Appropriations
Transfer to General Reserves	-	-	-	-
Dividend & tax thereon paid during the year	61.46	61.46	61.46	61.46
Closing Balance	35,994.64	33,637.17	35,898.19	33,637.17

2. PERFORMANCE REVIEW

On standalone basis, your company recorded total Income of Rs.2,14,047.16 Lakh for the financial year 2024¬
25 as compared to Rs. 2,12,390.52 Lakh in the previous year showing an increase by 0.77%. The profit before
depreciation & tax for the financial year 2024-25 amounts to Rs.6,034.65 Lakh as against Rs.6,259.89 Lakh in the
previous year, which is decreased by 3.60%. The profit after tax for the financial year 2024-25 was Rs.2,255.77 Lakh
as compared to Rs.2,756.26 Lakh in the previous year, which is decreased by 18.16%. The decline in profit during
the year is mainly due to increase in operating cost i.e. manpower, rent and increased operating cycle resulting in
higher finance cost.

On consolidated basis, your company recorded a total Income of Rs. 2,14,746.01 Lakh for the financial year 2024¬
25 as compared to Rs.2,12,390.52 Lakh in the previous year, showing an increase by 1.11% over the previous year.
The Company recorded a total profit before depreciation & tax for the financial year 2024-25 of Rs.5,949.24 Lakh
as against Rs.6,259.89 Lakh in the previous year, which is decreased by 4.96%. The profit after tax for the financial
year 2024-25 was Rs.2,149.71 Lakh as compared to Rs.2,756.26 Lakh in the previous year, showing a decline by
22%.

During the financial year 2024-25, your company sold 30,431 vehicles (including 141 vehicles sold through direct
billing) as compared to 30,318 vehicles (including 296 vehicles sold through direct billing) in the previous year.

3. DIVIDEND

The Board has recommended a dividend of Re.1/- per equity share of face value of Rs.10/- each for the financial
year ended 31^st March, 2025 (previous year: Re.1/- per equity share of face value of Rs.10/- each), based on the
parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits of the Company
for the year ended 31^st March, 2025. The dividend on equity shares is subject to the approval of the Shareholders at
the Annual General Meeting (‘AGM’) scheduled to be held on Saturday, 27^th September, 2025.

The Record Date fixed for determining entitlement of Members to the final dividend for the financial year ended 31^st
March, 2025, if approved at the AGM, is Friday, 19^th September, 2025. Based on the number of equity Shares as
on the date of this Report, the dividend would result in a cash outflow of Rs. 61.46 Lakh. The dividend on equity
Shares is 10% of the paid-up value of each share. The total dividend pay-out works out to 2.72% of the net profits of
Rs.2,255.77 Lakh (on standalone basis). Pursuant to the Finance Act, 2020, dividend income is taxable in the hands
of the shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source from dividend paid to
the Members at prescribed rates as per the Income Tax Act, 1961.

4. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company formulated and
adopted the Dividend Distribution Policy (the ‘Policy’). The Policy is available on the Company’s website at www.
competent-maruti.com.

5. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the Reserves for the financial year ended 31^st
March, 2025.

6. CAPITAL STRUCTURE

During the year under review, there has been no change in the Authorized, Issued, Subscribed and Paid-up Share
Capital of the Company. As on 31^st March 2025, the Authorized Share Capital of the Company was Rs.10,00,00,000/-
(Rupees Ten Crore Only) and Paid-up Share Capital was Rs.6,14,60,000/- (Rupees Six Crore Fourteen Lakh Sixty
Thousand Only).

7. AWARDS AND RECOGNITION

The Company has received the following Awards and Recognition by M/s. Maruti Suzuki India Limited during the
year under review:

i. 2^nd Runner up for best Performing Dealer for all Channels

ii. Royal Platinum Dealer Award in N4 Region

iii. Alpha Dealer Award in N4 Region

iv. Best Performance Award in Automatic Cars for all Channels

v. Best Performance All India Award in CSD- Arena

8. DIRECTORS AND KEY MANAGERIAL PERSONS
Directors

Mr. Ramesh Chander Murada (DIN:01157406), Independent Director of the Company has resigned with effect
from 28^th August, 2024 due to his deteriorated health conditions. Mr. Rohit Gogia (DIN: 00148977) ceased to be
Independent Director of the Company w.e.f. 28^th September, 2024 on account of completion of his tenure. The
first tenure of 5 (five) years of Mr. Raman Sehgal (DIN: 08535351), Independent Director of the Company was
completed on 28^th September, 2024 and had shown unwillingness to be re-appointed as Independent Director for
the second term and ceased to be Director of the Company with effect from the said date.

The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by the
Independent Directors to the Board and the Company during their tenure as Independent Directors of the Company.

During the year under review, the Company has appointed Mr. Sandeep Murada (DIN: 03091840), Mr. Nirbhay
Mehta (DIN: 10757500) and Mr. Siddhant Kapoor (DIN: 10763286) as Independent Directors of the Company with
effect from 28^th September, 2024.

In terms of Section 149(7) of the Companies Act, 2013 (“the Act”), Mr. Sandeep Murada, Mr. Nirbhay Mehta and
Mr. Siddhant Kapoor, Independent Directors of the Company have given declarations to the effect that they meet
the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (“the Act”) and the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Mr. Kanwal Krishan Mehta (DIN: 00036902) retires by rotation and being eligible has offered himself for re¬
appointment at the ensuing Annual General Meeting (AGM). The Board of Directors recommend his re-appointment.

Mrs. Kavita Ahuja (DIN: 00036803) was appointed as Whole Time Director of the Company for a period of five
years with effect from 1^st November, 2020 whose tenure will be completed on 31^st October, 2025. It is proposed
to re-appoint Mrs. Ahuja as Whole Time Director of the Company for a period of 5 (five) years with effect from 1^st
November, 2025. Appropriate resolution seeking approval of the members for re-appointment of Mrs. Kavita Ahuja
and payment of remuneration to her forms an integral part of the notice convening the AGM.

As required under the SEBI Listing Regulations and Secretarial Standard-2 (SS-2) issued by the Institute of Company
Secretaries of India (ICSI), a brief resume and other requisite details of the Directors seeking appointment/ re¬
appointment at the ensuing AGM has been provided in the Notice convening the AGM.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any other Statutory authority.

Key Managerial Personnel

As on 31^st March, 2025, Mr. Raj Chopra, Chairman & Managing Director, Mr. Deepak Mehta, Chief Financial Officer
and Mr. Dinesh Kumar, Company Secretary were the Key Managerial Personnel of your Company in accordance
with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

Further, Mr. Ravi Arora resigned from the post of Company Secretary & Compliance officer of the Company with
effect from 20^th November, 2024. The Board placed on record its sincere appreciation for the dedicated services and
contribution made by Mr. Arora during his tenure with the Company.

The Company has appointed Mr. Dinesh Kumar (M. No. F5175) as Company Secretary & Compliance officer of the
Company with effect from 18^th December, 2024.

The Nomination and Remuneration Committee has approved and recommended all of above appointment/ re¬
appointments.

9. CODE OF CONDUCT

Pursuant to the Regulation 17(5) of the SEBI Listing Regulations, the Board of Directors of the Company has
formulated and adopted Code of Conduct (‘the Code’) for members of Board of Directors and Senior Management
Personnel. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which,
inter-alia, includes the duties of Independent Directors as laid down in the Act. The aforesaid Code is available on the
Company’s website at www.competent-maruti.com. In terms of the Regulation 26(3) of the SEBI Listing Regulations,
all the Board Members and the Senior Management Personnel have affirmed the compliance with the Code for the
financial year 2024-25. A declaration to this effect, signed by the Chairman & Managing Director forms an integral
part of the Corporate Governance Report.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of the Companies
Act, 2013 and the SEBI Listing Regulations in the preparation of the annual accounts for the year ended 31^st March,
2025 and state that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2025, 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 judgements 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 the year ended on that date;

(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.

11. MEETINGS OF THE BOARD

During the financial year 2024-25, the Board of Directors met 8 (eight) times i.e. on 30^th May, 2024, 25^th June,
2024, 14^th August, 2024, 2^nd September, 2024, 1^st October, 2024, 12^th November, 2024, 18^th December, 2024 and
12^th February, 2025. Detailed information regarding the Board Meetings along with the attendance of Directors are
provided in the Report on Corporate Governance forming part of this Annual Report. Further, it is confirmed that
the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section
173 of the Act.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all the Independent Directors in terms of Section 149(7)
of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of independence as laid
down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Independent
Directors have complied with the Code for Independent Directors as prescribed under Schedule IV of the Act and
the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and
experience of all Independent Directors on the Board.

13. CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to the SEBI Listing
Regulations, a report on the Corporate Governance for the financial year ended 31^st March, 2025 along with Auditors
Certificate regarding compliance of the conditions of Corporate Governance under SEBI Listing Regulations are
enclosed as Annexure - A and B respectively and forms part of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations forms part of this
Report and is enclosed as Annexure-C.

15. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the
delegated authority and their terms of reference. The following Committees constituted by the Board function

according to thsir respective roles and defined scope:

• Audit Committee;

• Stakeholders’ Relationship Committee;

• Nomination and Remuneration Committee; and

• Corporate Social Responsibility Committee.

Details of composition, terms of reference and number of meetings held during the year under review are given in
the Report on Corporate Governance, which forms part of this Report. Further, all recommendations made by the
various committees have been accepted by the Board of Directors.

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management’s
financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity
and quality of financial reporting. The Committee presently comprises of Mr. Sandeep Murada, Chairman, Mrs.
Kavita Ahuja and Mr. Siddhant Kapoor as Members. The Committee met 5 (five) times during the year under
review. The details of which are given in the Corporate Governance Report. All the recommendations of the Audit
Committee were accepted by the Board.

16. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND OTHER EMPLOYEES

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II of the
SEBI Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key
Managerial Personnel (KMP) and other Employees including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided u/s 178(3) of the Act. Salient features of Nomination and
Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees has been disclosed in
the Report on Corporate Governance forms part of this Report. The detailed policy is available on the Company’s
website at www.competnet-maruti.com.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believe and are committed towards:

• welfare and sustainable development of the community;

• ethical principles, protection of human rights, care for the environment;

• improving the quality of life of all stakeholders including the local community and society at large; and

• gender equality, women education and empowerment.

Your Company plays a pivotal role in community development with the help of Global Social Welfare Organization,
NGO assisting on agendas of public welfare and environmental concerns.

The brief outline of the Corporate Social Responsibility Policy of the Company as adopted by the Board and the
initiatives undertaken by the Company on Corporate Social Responsibility activities during the year under review are
set out in Annexure - D of this report in the format prescribed under the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The Corporate Social Responsibility policy is available at the Company’s website at www.
competent-maruti.com.

18. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3) of the Act, the Annual Return for financial year 2024-25
is available on the Company’s website at www.competent-maruti.com.

19. COMPLIANCE OF SECRETARIAL STANDARDS

As required under Section 118(10) of the Companies Act, 2023, the Company has complied with the Secretarial
Standards issued by the Institute of the Company Secretaries of India (ICSI).

20. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS A
WHOLE

In terms of the provisions of the Section 134(3) of the Act, Regulation 17(10) of SEBi Listing Regulations and
the Guidance Note on Board Evaluation dated 7^th January, 2017 issued by the SEBI, the Board has carried out
the annual performance evaluation of individual Directors, its Committees and Board as a whole. The evaluation
criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of
Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board
and effective decision making.

The performance of individual director was evaluated on parameters such as level of engagement and contribution,
independence of judgement and safeguarding the interest of the Company etc. The Directors expressed their
satisfaction with the evaluation process.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda items in advance
with right information and insights to enable them to perform their duties effectively, review of Committee Charter,
updating to the Board of Directors on key developments, major recommendations and action plans, stakeholder
engagement, devoting sufficient time and attention on its key focus areas with open, impartial and meaningful
participation and adequate deliberations before approving important transactions. As part of the evaluation process,
the performance of Non-Independent Directors, the Chairman & Managing Director and the Board was conducted
by the Independent Directors. The performance evaluation of the respective Committees and that of Independent
and Non-Independent Directors was done by the Board, excluding the Director being evaluated. The actions
emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration
Committee as well as the Board.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of the provisions of Regulation 25(7) of the SEBI Listing Regulations, the Board has adopted a Familiarization
Programme for Independent Directors as a part of their induction and to increase their understanding and knowledge
with respect to the Company. The Board of Directors of the Company are updated on changes/ developments in the
domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations and economic
environment and on matters affecting the Company, to enable them to take well informed and timely decisions.

Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed
of the important Policies of the Company including the Code of Conduct for Directors and Senior Management
Personnel and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are
also provided with regular updates in the Board Meetings on relevant Statutory changes to ensure that they remain
up to date on the compliance framework. The details of the Familiarization Programme imparted to Independent
Directors during the year and cumulative basis till date is made available on the website of the Company at www.
competent-maruti.com.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy for Directors, employees
and other persons to report to the management, concerns about unethical behaviour, actual or suspected fraud or
violation of the Company’s Code of Conduct or ethics, in accordance with the provisions of Section 177 (10) of the
Act and Regulation 22 of the SEBI Listing Regulations. The mechanism provides for adequate safeguards against
victimization of Directors, employees or other persons who avail of the mechanism. Audit committee oversees the
implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower
who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in
appropriate/ exceptional cases.

During the financial year 2024-25, no complaint was received and hence none was pending as on 31^st March, 2025
under the Vigil Mechanism. No person was denied access to the Audit Committee. The Whistle Blower Policy is
available on the Company’s website at www.competent-maruti.com.

23. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

The Particulars of loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to
the Standalone Financial Statements of the Company.

24. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

In terms of the provisions of Section 124(5) of the Act, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as “IEPF Rules”), all unpaid
or unclaimed dividends are required to be transferred by the Company to the Investors Education and Protection
Fund (IEPF) established by the Central Government, after the completion of 7 (seven) years from the date of transfer
to Unclaimed/ Unpaid Dividend Account.

Accordingly, unpaid or unclaimed dividend amounting to Rs.1,44,291/- (Rupees One Lakh Forty-Four Thousand
Two Hundred Ninety-One Only) which was unpaid/ unclaimed for consecutive period of 7 (seven) years was
transferred to the Investor Education and Protection Fund in accordance with the provisions of the Act and rules
made thereunder. The details of the consolidated unclaimed/ unpaid dividend as required by the Act read with the
IEPF Rules for all the unclaimed/ unpaid dividend accounts outstanding have been uploaded on the Company’s
website. Further, the unclaimed/ unpaid dividend for the financial year 2017-18 is due for transfer to IEPF.

Transfer of Shares underlying Unclaimed/ Unpaid Dividend

In terms of the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend
has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be
transferred to the IEPF. Accordingly, the Company had transferred 1,325 (One Thousand Three Hundred Twenty-
Five) equity shares on which dividend has not been claimed for 7 (seven) consecutive years in favour of IEPF
authority. In view of the provisions mentioned above, the concerned Shareholders are requested to claim the Unpaid/
Unclaimed Dividend before we transfer the same to IEPF authority. Further, in terms of the provisions of Section 124
of the Act read with the Rules made thereunder, a notice has been sent to the Shareholders individually and also
published in Newspaper inviting attention of the Shareholders to claim their Dividend.

25. AUDITORS AND AUDITORS’ REPORT

(A) STATUTORY AUDITORS

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

Auditors’ Report

The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory
and, therefore do not require further explanation. There is no any qualification, reservation, adverse remark or
disclaimer in the Auditors’ Report.

(B) SECRETARIAL AUDITORS

In terms of Regulation 24A read with other applicable provisions, if any, of the SEBI Listing Regulations and the
provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), the Company is required to appoint
Secretarial Auditors for a period of 5 (five) consecutive years commencing from the financial year 2025-26, to
conduct the secretarial audit of the Company.

The Audit Committee recommended to the Board, the appointment of M/s. P P Agarwal & Company, Company
Secretaries (FRN: S2012DE174200) as the Secretarial Auditors of the Company for a period of 5 (five) years
commencing from the conclusion of the ensuing 40^th Annual General Meeting scheduled to be held on 27^th
September, 2025 till the conclusion of 45^th Annual General Meeting of the Company to be held in the year
2030, for conducting secretarial audit of the Company for the period beginning from the financial year 2025¬
26 to the financial year 2029-30. The Board considered the recommendation of the Audit Committee with
respect to the appointment of M/s. P P Agarwal & Co. as Secretarial Auditors of the Company. Based on due
consideration, the Board recommends for your approval, the appointment of M/s. P P Agarwal & Co. as the
Secretarial Auditors of the Company for a period of 5 (five) years.

M/s. P P Agarwal & Co., Company Secretaries (FRN: S2012DE174200) has provided its consent for
appointment as Secretarial Auditors of the Company and confirmed that the appointment, if approved, would
be in accordance with the provisions of the SEBI Listing Regulations and SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/CIR/P/2024/185 dated 31^st December 2024, and within the limits prescribed under the Companies
Act, 2013 and applicable rules. The firm has also confirmed that it is not disqualified from being appointed as
Secretarial Auditors under the Act and SEBI Listing Regulations.

Secretarial Audit Report

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company is required to annex to the Board’s Report, the Secretarial
Audit Report given in the prescribed form by a Company Secretary in practice. Accordingly, the Board of
Directors in its meeting held on 12^th February, 2025 have appointed M/s P P Agarwal & Co., Company
Secretaries to carry out Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report given by the Secretarial Auditors in Form MR - 3 is annexed as Annexure - E and forms an integral
part of this report.

The observations of Secretarial Auditors in their Report and Management Comments thereon are as under:

Sl. No.	Secretarial Auditors’ Observations	Management Comments
1	The Composition of Stakeholders Relationship Committee was short of one Independent Director for few days, hence to that extent there was non¬ compliance of Regulation 20 of the SEBI LODR Regulations.	Due to resignation of one Independent Director, the Committee was re-constituted on 2nd September, 2024 and on 1st October, 2024 in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. However, there was no activity during intervening period which required attention of Stakeholders Relationship Committee.
2	The submission of related party transactions to the Bombay Stock Exchange was once late and hence there was a non-compliance of Regulation 23(9) of the SEBI LODR Regulations, 2015.	The detail of related party transactions was submitted to the Bombay Stock Exchange in compliance with the Regulation 23(9) of the SEBI Listing Regulations after due date due to technical glitch while submitting the financial results.

(C) REPORTING OF FRAUD

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances
of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12)
of the Act, details of which need to be mentioned in this Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Your Company continues its efforts to reduce energy consumption in its showrooms, workshops and offices. As the
company does not have any manufacturing unit, the requirements pertaining to disclosure of particulars relating to
conservation of energy, research & development and technology absorption, as required under Section 134(3)(m)
of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2013 are not applicable.

Further, the Company has no foreign exchange earnings and expenditure during the year under review.

27. DEPOSITS

The Company has neither accepted nor renewed any Deposit that falls within the purview of Section 73 of the
Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. However, the
Company has taken unsecured loan from Directors during the FY 2024-25 as per detail given hereunder:

SI. No.	Name of Directors	Loan Outstanding as on 1st April, 2024	Loan Received during the year	Loan Repaid during the year	Loan Outstanding as on 31st March, 2025
1	Mr. Raj Chopra	500.00	----	500.00	NIL
2	Mrs. Kavita Ahuja	550.89	213.30	204.19	560.00
Total:		1,050.89	213.30	704.19	560.00

28. CREDIT RATING

The Company’s financial management and its ability to service financial obligations in a timely manner, has been
affirmed by the credit rating agency CRISIL with long-term instrument rated as CRISIL - / Stable.

29. INTERNAL FINANCIAL CONTROL

The Company’s internal control systems commensurate with the nature of its business, the size, and complexity of its
operations and such internal financial controls with reference to the Financial Statements are adequate. Details on
the Internal Financial Controls of the Company is given in the Management Discussion and Analysis forms part of
this report.

30. RISK MANAGEMENT

Your Company has a well-defined and robust Risk management framework in place for managing and reporting
risks. Further, a Risk Management process has been implemented in your company. The Audit Committee has
given additional oversight in the area of financial risks and controls. The major risks identified by the business are
systematically addressed through internal audit and mitigating actions are taken on the observations. The Board of
Directors of the Company reviews the risk management framework from time to time.

31. DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Pursuant to provisions of Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, a separate
statement containing salient features of the financial statements of the subsidiary in Form AOC-1 is annexed to the
Financial Statements and forms part of the Annual Report, which covers the performance and financial position of
the subsidiary Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and a separate audited financial statements of Subsidiary
Company are available on the Company’s website at www.competent-maruti.com and will also be available for
inspection by any member of the Company at the Registered Office. A copy of above accounts shall be made
available to any member on request.

The Company does not have any Associate Company or Joint Venture.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary
course of business and on arm’s length basis during the financial year 2024-25. Related Party Transactions that are
foreseen and repetitive in nature are placed before the Audit Committee on yearly basis for obtaining prior omnibus
approval of the Committee. All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions. During the year under review, there were no materially significant related party transactions entered
into, by the Company with Promoters, Directors or Key Managerial Personnel and their relatives, which may have
a potential conflict of interest for the company at large. There were no transactions with any related parties falling
under the scope of Section 188 of the Act. Therefore, the disclosure of Related Party Transaction as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC- 2 is not
applicable for the year ended 31^st March, 2025. Further, in accordance with Ind AS-24, detailed information on the
Related Party Transactions are given under Note No. 39 to the Standalone Financial Statements.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions as approved
by the Board of Directors is available at the Company’s website at www.competent-maruti.com.

33. PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“the SEBI Regulations)
mandates the Company to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of Trading of Securities by
Insiders. Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price
Sensitive Information and the Code of Conduct for Regulating, Monitoring and Reporting of trading of Securities by
Insiders in terms of the SEBI Regulations. The objective of these Codes is to prevent misuse of Unpublished Price
Sensitive Information by the designated persons and their immediate relatives. The Board has also formulated and
adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations. Further, the
Company has also put in place adequate & effective system of internal controls and standard processes to ensure
compliance with the requirements given under these regulations for prevention of insider trading. The said Code is
available at the Company’s website at www.competent-maruti.com.

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

The Company prohibits and has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in terms of the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. All women employees (permanent, temporary, contractual and trainees) as well as any women visiting
the Company’s office premises or women service providers are covered under the Policy. All employees are treated
with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or
psychological. The Company has also complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The following are the summary of sexual harassment complaints received and disposed of during the year:

(a)	Number of complaints of sexual harassment received during the year	NIL
(b)	Number of complaints disposed of during the year	N.A.
(c)	Number of cases pending for more than ninety days	N.A.
(d)	Number of complaints pending at the end the financial year	N.A.

35. STATEMENT OF COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefits Act, 1961.

36. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of
the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are required to be provided in Annual Report. However, in terms of the provisions of Section 136(1) of
the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and
the aforesaid information is available for inspection by the members on all working days, during business hours, at
the Registered Office of the Company upto the date of the ensuing Annual General Meeting. Further, any member
interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

37. PERSONNEL

As on 31^st March, 2025, total workforce of your Company was 2,294. Your Directors place on record their appreciation
for the significant contribution made by all employees, who through their competence, dedication, hard work, co¬
operation and support have enabled the Company to achieve new milestones continuously.

38. GREEN INITIATIVES

In compliance with the MCA General Circular No. 09/2023 dated September 25, 2023 read with, No. 10/2022 dated
December 28, 2022, 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May 5, 2020, issued by the
Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2024-25 are being sent only through
electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members
may note that the Notice of the AGM and Annual Report 2024-25 are also available on the Company’s website at
www.competent-maruti.com and on the websites of Stock Exchange i.e. BSE Limited at www.bseindia.com.

39. OTHER DISCLOSURES

(a) There has been no change in the nature of business of the Company as on the date of this Report.

(b) There were no material changes and commitments affecting the financial position of the Company between the
end of the financial year and the date of this Report.

(c) There was no application made or proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

(d) No significant and material orders were passed by the Regulators or courts or Tribunals impacting the going
concern status and the Company’s future operations. However, Members’ attention is drawn to the statement
on contingent liabilities in the notes forming part of the Financial Statements.

(e) The Company has not entered into any one-time settlement with any of the Banks/ Financial Institutions and
therefore, the relevant disclosures are not required to be made by the Company.

40. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and co-operation received from Maruti Suzuki India
Limited. Your Directors thank the Government Authorities, Bank, Financial Institutions, Shareholders, Customers,
Clients, Vendors and Other business associates for their continued support in the Company’s growth. Your Directors
also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees
of the Company.

For and on behalf of the Board of Directors of
Competent Automobiles Co. Ltd.

Raj Chopra

Place: New Delhi Chairman & Managing Director

Date : 14.08.2025 DIN: 00036705

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Mar 31, 2024

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:

(Rs. in Lacs)
Particulars	Consolidated	Standalone
	Year ended 31-03-2024	Year ended 31-03-2024	Year ended 31-03-2023
Income from Operations	2,11,727.68	2,11,727.68	1,73,152.97
Other Income	721.33	721.33	722.96
Total Income	2,12,449.01	2,12,449.01	173863.96
Profit before Dep. & Tax	3,858.35	3,858.35	5377.62
Less : Depreciation & Amortisation	2,401.53	2,401.53	1934.34
Less: Provision for Taxation including Deferred Tax and tax for earlier years	1102.09	1102.09	970.20
Profit after tax	2,756.26	2,756.26	2479.36
Add: Surplus from Previous year	25,491.63	25,491.63	23073.72
Add: Other Comprehensive Income	501.58	501.58	216.38
Amount available for appropriation (A)	28749.47	28749.47	25769.46
General Reserve (B)	3517.51	3517.51	3517.51
Securities Premium Account (C)	1431.65	1431.65	1431.65
Sub-Total (A B C)	33698.63	33698.63	30718.62
Less Appropriations
Transfer to General Reserves	-	-	-
Dividend & tax thereon paid during the year	61.46	61.46	61.46
Closing Balance	33637.17	33637.17	30657.16

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:

S. No.	Name of Award Title
ARENA
1	Gold Dealer Award in C1 & C2 Region
2	Delta Dealer Award in C1 & C2 Region
3	Royal Platinum Gold Dealer Award in N4 Region
NEXA
1	Delta Dealer Award in C1 & C2 Region
2	Omega Dealer Award in N4 Region
3	Best Jimny Launch Award in N4 Region

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/annual_return

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.

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Mar 31, 2023

The Directors have pleasure in presenting this 38th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2023 is summarized below:

(Rs. in Lacs)
Particulars	Year ended 31-03-2023	Year ended 31-03-2022
Gross Income	173863.96	125064.10
Profit before Dep. & Tax	5377.62	5192.53
Less : Depreciation & Amortisation	1934.34	2484.07
Less: Provision for Taxation including Deferred Tax and Reversal of MAT Credit	970.20	762.93
Profit after tax	2473.08	1945.53
Add: Surplus from Previous year	22995.21	21111.14
Add: Other Comprehensive Income	63.61	-
Amount available for appropriation (A)	25531.90	23056.67
General Reserve (B)	3517.51	3517.51
Securities Premium Account (C)	1431.65	1431.65
Sub-Total (A B C)	30481.06	28005.83
Less Appropriations
Transfer to General Reserves	-	-
Dividend & tax thereon paid during the year	61.46	61.46
Closing Balance	30419.60	27944.37

PERFORMANCE

Your Company has reported Total Income from Operations of Rs. 1,73,152.97 Lacs in the Current Financial Year against Total Income from Operations of Rs. 1,24,557.24 Lacs in the Previous Financial Year.

The Company’s profit before tax is Rs. 3443.28 Lacs as compared to profit before tax of Rs. 2708.46 Lacs of previous year.

During the year 2022-23, your company sold 28,404 (including 397 vehicles sold through Direct Billing) Maruti Vehicles as compared with 22,843 (including 248 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, 2023, 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:

List of Awards for the 2022-23 in C1 & C2 Region

S. No.	Name of Award Title
ARENA
1	Platinum Dealer Award
2	Achivers Club 2023
3	Highest Growth in MI 1st Year ARENA Central 1
4	Highest Growth in ADD ONS - ARENA Central 1
5	Highest Grwoth in Web Penetration MI - ARENA Central 1
6	Highest Enquiry to Evaluation (Walk-in Web) - ARENA Central 1
7	Maximum Months with Zero Clustomer Complaints - ARENA Central 2
8	Highest Celerio Contribution to Retail - ARENA Central 2
9	Highest Finance Penetration - ARENA Central 2
10	Highest Manpower Productivity - ARENA Central 1
11	Highest Retail Share in Central Cluster - ARENA Central 1
12	Highest Number of Bulk Deals in GEM Vehicles - ARENA Central 1
NEXA
1	Zeta Dealer Award
2	Highest Increase in Retail Share in West Delhi Cluster - NEXA Central 1
3	RM Award NEXA Winner - NEXA Dilshad Garden
4	Highest Increase in Retail Share in East Delhi Cluster - NEXA Dilshad Garden
5	Highest Growth in Ciaz Sales - NEXA Dilshad Garden
6	Highest Growth in Baleno Sales - NEXA Dilshad Garden
7	Highest Growth in Volumes > 90 Monthly Volume - NEXA Dilshad Garden
8	Qulality Achievers Club Champions - NEXA Dilshad Garden
9	NEXA Elites Championshiop Sept.22 Runner-up-Group-A- Wazirpur
10	NEXA GEM Sales - Wazirpur
11	Mission 4000 Baleno XL6 Bookings Winner Group-A - NEXA Dwarka
12	Best Performance in WOI Segment - NEXA Dwarka
13	Highest Increase in Retail Share in West Delhi Cluster - NEXA Dwarka

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.

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. The Board recommends her re-appointment.

The Boards recommends the above reappointment of Directors in the ensuing Annual General Meeting. Brief resume of the Directors seeking re-appointment is given in Corporate Governance Report Annexed to this Report.

Following changes happen in Key Managerial Personnel of the company

S. No.	Name of KMP	Designation	Appointment/Cessation	Effective Date
1	Siddhant Mehra	Chief Financial Officer	Cessation	July 02, 2022
2	Krishan Kumar Mishra	Company Secretary & Compliance Officer	Cessation	July 05, 2022
3	Badri Nath	Chief Financial Officer	Appointment	July 05, 2022
4	Ravi Arora	Company Secretary	Appointment	July 05, 2022
5	Badri Nath	Chief Financial Officer	Cessation	March 31, 2023
6	Deepak Mehta	Chief Financial Officer	Appointment	April 01, 2023

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.

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/annual_return

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, 2023 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. R. C. Murada, Chairman; Mr. Rohit Gogia and Mrs. Kavita Ahuja as members. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee comprises of Mr. R. C. Murada as Chairman and 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.

During the year, the CSR has been implemented by the Company. The Company has made contribution to Akashiganga Foundation. The total contribution made to the implementing agency is Rs. 50,00,000/- (Rupees Fifty 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. R. C. Murada as Chairman and 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.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

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

MEETINGS OF THE BOARD

Eleven 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

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. 1,10,883/- to IEPF, being unpaid and unclaimed dividend for the FY 2014-15.

LISTING FEE OF SHARES

Your Company’s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2023-24 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 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 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

The company has no subsidiary, associate or joint venture company as defined under Companies Act, 2013.

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

Your Directors draw attention of the members to Note no. 36 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 2022-23.

- 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.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting this 33rd Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2018 is summarised below:

(Rs. in Lacs)

Particulars	Year ended 31-03-2018	Year ended 31-03-2017
Gross Income	135647.51	124402.70
Profit before Dep. & Tax	10896.44	2406.05
Less : Depreciation	759.18	523.60
Less: Provision for Taxation including deferred tax	1925.54	672.27
Profit after tax	8211.72	1210.18
Add: Surplus from Previous year	6653.30	5825.63
Amount available for appropriation	14865.02	7035.81
Less Appropriations
Tax Adjustments	-	58.54
Transfer to General Reserves	250.00	250.00
Dividend & tax thereon paid during the year	73.97	73.97
Closing Balance	14541.05	6653.30

PERFORMANCE

Your Company has reported total revenue of Rs. 135647.51 Lacs in the Current Financial Year against total revenue of Rs. 124402.70 Lacs in the Previous Financial Year, registering a growth of 9.04%.

The Company’s profit before tax is Rs. 10137.26 Lacs as compared to profit before tax of Rs. 1882.45 Lacs of previous year. The current year’s profit includes a profit of Rs. 78.64 Crores on account of sale of land situated at Goa.

During the year 2017-18, your company sold 26,793 Maruti Vehicles (including 1235 Vehicles under Direct Billing) as compared with 24,100 Maruti Vehicles (including 452 Vehicles under Direct Billing), 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.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2018, 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

An amount of Rs. 2.50 Crores has been transferred to the reserves.

ACHIEVEMENTS

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

ALL INDIA

1. Highest Sales - All Catagory (DGS&D)

DELHI-NCR REGION

1. EBR AWARD - Highest Enquiry Through Digital Source - C-1

2. SERVICE AWARD - Maximum Reduction in Complaints - C-2

3. ISL - Performance Award - Biggest Single Bulk Deals - C-1 & C-2

HIMACHAL PRADESH REGION

1 Overall ISL Performance Winner

2 Dealer With Highest Market Share Increase Annual Award 2017-2018

3 Territory With Highest Market Share (Minimum 4 Competetors Billing)

4 Highest Walkin Conversion Ratio%

5 Highest Swift Dzire Wholesale Growth

6 Best E-Outlet

7 Best BSC Parameters

8 Overall Best Performance (Arena & Nexa)

9 Highest Ertiga Wholesales Grpwth

10 Best SSI Score

11 Highest Service Load Growth

12 ZSH Award Zonal Service Head

13 Lowest Manpower Attrition

14 Best POC Sales Mandi

15 Best RB To Exchange

16 Best TV Sales Hamirpur

17 Dealer With Highest GNA/CAR

18 Dealer With Highest Exchange Pentration S Cross

19 Dealer With Minimum Post Sales Complaints CC/100

20 Dealer With Highest Baleno Sale In The City

21 Best MGA Performance

22 Highest Baleno Retail

23 Dealer In City With Best Baleno - i20 Ratio

24 Dealer Exchange Sales Penetration S-Cross

25 Dealer With Highest Nexa Sales Retail (Overall Volume)

26 Highest Overall GNA/Vehicle In Period Oct 2017

27 Highest Overall GNA/Vehicle In Overall Period Feb 2018

28 Highest Overall GNA/Vehicle In Overall Period Mar 2018

29 Black Belt Winner

30 Certificate of Appreciation

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.

In terms of appointment of Mr. K. K. Mehta, and as required under Companies Act, 2013, being longest in the office Mr. K. K. Mehta shall retire by rotation, being longest in the office, and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.

During the year, Mr. Badri Nath had resigned from the post of Chief Financial Officer and Mr. Vijay Kumar Sharma was appointed as Chief Financial Officer of the Company w.e.f. June 26, 2017.

Apart from above, there was no change in Key Managerial Personnel of the Company.

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.

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.

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, 2018 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 forms 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. R. C. Murada, Chairman; Mr. Rohit Gogia and Mrs. Kavita Ahuja as members. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee comprises of Mr. R. C. Murada as Chairman and 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 attached as Annexure D and forms the part of this Report of the Directors.

During the year, the CSR has been implemented by the Company. The Company has made contribution to Hans Vahini Shiksha Samiti. The total contribution made to the implementing agency is Rs. 39,00,000/- (Rupees Thirty Nine Lacs 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(PD) 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. R. C. Murada as Chairman and Mr. Rohit Gogia and Mr. S. L. Tandon 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.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is available at Company’s website www.competent-maruti.com

MEETINGS OF THE BOARD

Eleven 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

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. 83,889/- to IEPF being unpaid and unclaimed dividend for the FY 2009-10.

LISTING FEE OF SHARES

Your Company’s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2018-19 has been paid in advance by the Company.

AUDITORS

As per section 139 of the Companies Act, 2013 read with Rules made thereunder, the Statutory Auditors of the Company, M/s Ambani & Associates LLP (FRN 016923N), Chartered Accountants, New Delhi, has been appointed for the five years period subject to the ratification by the members in every Annual Meeting.

Consequent to Commencement of the Companies (Amendment) Act, 2017, it is not necessary to place ratification of Auditors to the members of the Company; therefore, the Auditors are appointed for a period of 5 years. without the ratification by the members.

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 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 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

Since your Company does not own any manufacturing facility, 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 foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 10.40 Lacs respectively as compared to Rs. Nil and Rs. 20.54 lacs in the previous year respectively.

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure H and forms the part of this Report of the Directors.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. As per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the shareholders of the Company and others entitled thereto, excluding the statement on particulars of employees. The Copies of said Statements are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting. Any members interested in obtaining such details may write to the Secretarial Department 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

The company has no subsidiary, associate or joint venture company as defined under Companies Act, 2013.

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

Your Directors draw attention of the members to Note no. 41 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 Anti-Sexual Harassment Policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Anti-Sexual Harassment 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 2017-18

- 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.

For and on behalf of the Board

For Competent Automobiles Co. Limited

Place: New Delhi Raj Chopra

Date: 30th May, 2018 Chairman & Managing Director

DIN - 00036705

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Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting this 31st Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2016 is summarized below:

(Rs. in Lacs)

Particulars	Year ended 31-03-2016	Year ended 31-03-2015
Gross Income	1,04,425.53	92,564.34
Profit before Dep. & Tax	2,356.76	2,240.81
Less : Depreciation	478.04	630.07
Less :Provision for Taxation including deferred tax	595.43	449.82
Profit after tax	1,282.85	1,160.92
Add: Profits from Previous year	4,804.19	3,972.59
Profits available for appropriation	6,087.04	5,133.50
Less Appropriations
Proposed Dividend including tax	73.97	73.75
Tax Adjustments	6.45	5.56
Transfer to General Reserves	250.00	250.00
Closing Balance	5,756.61	4,804.19

PERFORMANCE

Your Company has reported a turnover of Rs. 104425.53 Lacs in the Current Financial Year against the turnover of Rs. 92564.34 Lacs in the Previous Financial Year, registering a growth of 12.81%

The Company’s profit before tax (RBT) is Rs. 1878.28 Lacs as compared to profit before tax of Rs. 1610.73 Lacs of previous year, registering a growth of 16.61%.

During the year 2015-16, your company sold 22,554 Maruti Vehicles (including 1,115 Vehicles under Direct Billing) as compared with 20,066 Maruti Vehicles (including 847 Vehicles under Direct Billing), 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.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2016, 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

An amount of Rs. 2.50 Crores has been transferred to the reserves.

ACHIEVEMENTS

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

1. Rlatinum Dealer Award for Himachal Rradesh 2. Gold Dealer Award for Delhi / NCR Region

3. Best DGS & D Sales Award for Delhi / NCR Region 4. Alpha Dealer Award for NEXA-Delhi Region

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.

In terms of appointment of Mr. K. K. Mehta, as required under Companies Act, 2013, Mr. K. K. Mehta shall retire by rotation, being longest in the office, and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.

The Board, upon recommendation of Nomination and Remuneration Committee, had re-appointed Mrs. Kavita Ahuja, Whole - Time Director w.e.f. November 01, 2015, subject to the approval of members in forthcoming general meeting. The Board recommends her re-appointment.

There is no change in Key Managerial Personnel’s of the Company.

The Company has devised a Rolicy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the independent directors and executive directors. Based upon the Rolicy 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.

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.

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, 2016 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 Regulation 34 of 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. R. C. Murada, Chairman; Mr. Rohit Gogia and Mrs. Kavita Ahuja as members. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee comprises of Mr. R. C. Murada as Chairman and 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 attached as Annexure D and forms the part of this Report of the Directors.

During the year, the CSR has been implemented by the Company. The Company has made contribution to Himalayan Institute Hospital Trust. The total contribution made to the implementing agency is Rs. 29,00,000/- (Rupees Twenty Nine Lacs 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. Rrotected 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 RD cases annually to the Audit Committee of the Company. The Rolicy 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. R. C. Murada as Chairman and Mr. Rohit Gogia and Mr. S. L. Tandon as members of the Committee. The Rolicy of Nomination and Remuneration is available on Company’s website www.competent-maruti. com and is enclosed as Annexure F.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure G to this Report.

MEETINGS OF THE BOARD

Eleven 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 invested Rs. 22.25 Crores (Rupees Twenty Two Crores Twenty Five Lacs only) in equity shares of Raj Chopra & Company Rrivate Limited. The shares having face value of Rs. 10/- each were issued at a premium of Rs. 30/- each.

The Company has not given any loan to other body corporate or given any guarantees or provided any security in connection with a loan to any other body corporate or person.

INVESTOR EDUCATION AND PROTECTION FUND

In compliance with provisions of Section 124 of Companies Act, 2013, the Company has transferred Rs.73,403/- to IERF being unpaid and unclaimed dividend for the FY 2007-08.

LISTING FEE OF SHARES

Your Company’s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2016-17 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors of the Company, M/s Dinesh Mehta & Co. (FRN 000220N), Chartered Accountants, New Delhi, hold office till the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under. The Audit Committee and the Board of Directors recommends the re-appointment of M/s Dinesh Mehta & Co. (FRN 000220N), Chartered Accountants as the Statutory Auditors of the Company in relation to the financial year 2016 -17 till the conclusion of the next Annual General Meeting. The re-appointment proposed is within the time frame for transition under the third provision to sub-section (2) of Section 139 of the Companies Act, 2013.

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 R R Agarwal & Co., Practicing Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INFORMATION PURSUANT TO SECTIONS 134 & 197 OF THE COMPANIES ACT, 2013

Since your Company does not own any manufacturing facility, 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 foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 20.83 Lacs respectively as compared to Rs. Nil and Rs. 9.83 lacs in the previous year respectively.

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure I and forms the part of this Report of the Directors.

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has not been given here.

DEPOSITS

The Company has not accepted any deposit from Rubric 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

The company has no subsidiary, associate or joint venture company as defined under Companies Act, 2013. 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 at the link: www.competent-maruti.com

Your Directors draw attention of the members to Note no. 32 & 34 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 Anti-Sexual Harassment Policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Anti-Sexual Harassment 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 2015-16.

- No. of complaints received : 2

- No. of complaints disposed : 2 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.

For and on behalf of the Board

For Competent Automobiles Co. Limited

RAJ CHOPRA

Chairman & Managing Director

DIN - 00036705

Place: New Delhi

Date: 30th May, 2016

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 30th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2015 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2015 31-03-2014

Gross Income 92564.34 80956.26

Profit before Dep. & Tax 2240.81 1723.08

Less : Depreciation 630.07 361.97

Less :Provision for Taxation 449.81 443.58 including deferred tax

Profit after tax 1160.92 917.53

Add: Profits from Previous year 3972.59 3347.09

Profits available for appropriation 5133.50 4264.61

Less Appropriations

Proposed Dividend including tax 73.75 71.90

Tax Adjustments 5.56 20.12

Transfer to General Reserves 250.00 200.00

Closing Balance 4804.19 3972.59

PERFORMANCE

Your Company has reported a turnover of Rs. 92564.34 Lacs in the Current Financial Year against the turnover of Rs. 80956.26 Lacs in the Previous Financial Year, registering a growth of 14.34%.

The Company''s profit before tax (PBT) is Rs. 1610.73 Lacs as compared to profit before tax of Rs. 1361.11 Lacs of previous year, registering a growth of 18.34%.

During the year 2014-15, your company sold 20066 Maruti Vehicles (including 847 Vehicles under Direct Billing) as compared with 17604 Maruti Vehicles (including 205 Vehicles under Direct Billing), 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.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2015, 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

An amount of Rs. 2.50 Crores has been transferred to the reserves.

ACHIEVEMENTS

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

1. Platinum Dealer Award - for Himachal

2. DGS & D Highest Sales Award - for Delhi

DIRECTORS AND KEY MANAGERIAL PERSONS

The following three persons were formally appointed as Key Managerial Personnel of the Company in compliance with provisions of section 203 of the Companies Act, 2013:

a) Mr. Raj Chopra, Chairman & Managing Director

b) Mr. Vijay Kumar Sharma, Chief Financial Officer

c) Mr. Ravi Arora, Company Secretary.

Mr. Gopi Dargan, Independent Director, has resigned from his office w.e.f. November 12, 2014. The Board acknowledged the contribution given by him to the Board and the Directors wishes him the best wishes for all his future endeavors. Your Company have sufficient numbers of Independent Directors, as required under Listing Agreement and Companies Act, 2013, even after resignation of Mr. Gopi Dargan and hence, the Company has not appointed any other director in his place.

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

In terms of appointment of Mrs. Kavita Ahuja, as amended, and as required under Companies Act, 2013, Mrs. Kavita Ahuja shall retire by rotation, and being eligible, she offers herself for re-appointment. The Board recommends her re-appointment.

The Board, upon recommendation of Nomination and Remuneration Committee, had re-appointed Mr. K. K. Mehta, Whole - Time Director and Mr. Raj Chopra, Chairman & Managing Director w.e.f. August 23, 2014 and September 01, 2014 respectively, subject to the approval of members in foregoing general meeting. The Board recommends their re-appointments.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes 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.

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 and the declaration in this regard made by the Chairman & Managing Director of the Company which forms the part of this Report of the Directors. The Code of Conduct is available on the Company''s website at the link : http://www.competent-maruti.com/investorsarea/code-ethics.html

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and clause 49(III)(D)(4)(a) of the Listing Agreement in the preparation of the annual accounts for the year ended on March 31, 2015 and state that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures

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 Clause 49 of the Listing Agreement with the BSE Limited, 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 Clause 49 of the Listing Agreement, is enclosed as Annexure C and forms an integral part of this report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. R. C. Murada, Chairman; Mr. Rohit Gogia and Mrs. Kavita Ahuja as members. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee comprises of Mr. R. C. Murada as Chairman and Mr. Rohit Gogia and Mrs. Kavita Ahuja as members of the Committee. The CSR policy may be accessed on the Company''s website at the link : http://www.competent-maruti.com/ investorsarea/CSR-Policy.pdf and is attached as Annexure D and forms the part of this Report of the Directors.

As per CSR Policy adopted by the Company, the Company intends to undertake different types of activities for CSR implementation. During the year, the Company has identified the areas of Development of Sports and education of Children & Women for its CSR activities and have contributed Rs. 23,00,000/- to Tug of War Federation of India, Child Help Foundation and Manav Rachna Educational Trust, implementing agencies. Since, the Company could not identify the appropriate implementing agency for the other CSR activities, as mentioned in CSR policy, there is shortfall of Rs. 1,73,045/- in contribution of CSR. 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 Agreement. Protected disclosures by a whistle blower should be addressed to the Managing Director (MD) at the Registered Office of the Company. The MD shall submit a report about all Protected Disclosusres 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 at the link : http://www.competent-maruti.com/investorsarea/Vigil-Mechanism.pdf

NOMINATION AND REMUNERATION COMMITTEE

The Committee is comprised of Mr. R. C. Murada as Chairman and Mr. Rohit Gogia and Mr. S. L. Tandon 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.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Company has duly constituted Investors'' Grievances Committee and to comply with requirements of Companies Act, 2013 and Listing Agreement, the said committee was renamed as Stakeholders'' Relationship Committee. The Stakeholders'' Relationship Committee shall consider and resolve the grievances of security holders of the company.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in risk management framework. The Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure G to this Report.

MEETINGS OF THE BOARD

Nine 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 invested Rs. 4.25 Crores (Rupees Four Crores Twenty Five Lacs only) in equity shares of Raj Chopra & Company Private Limited. The shares having face value of Rs. 10/- each were issued at a premium of Rs. 30/-each.

The Company has not given any loan to other body corporates or given any guarantees or provided any security in connection with a loan to any other body corporate or person.

INVESTOR EDUCATION AND PROTECTION FUND

In compliance with provisions of Section 124 of Companies Act, 2013 (erstwhile section 205A of the Companies Act, 1956), the Company has transferred Rs. 1,27,590/- to IEPF, being unpaid and unclaimed dividend for the FY 2006-07.

LISTING FEE OF SHARES

Your Company''s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2015-16 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment as required under Sections 139 & 141 of the Companies Act, 2013.

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 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, except the company has not filed two forms. This was mainly due to ambiguity in interpretation. However, the company would ensure in future that all the provisions are complied to the fullest extent.

INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

Since your Company does not own any manufacturing facility, 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 foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 9.83 Lacs respectively as compared to Rs. Nil and Rs. 13.05 lacs in the previous year respectively.

The prescribed particulars of employees required under section 134(3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure I and forms the part of this Report of the Directors.

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has not been given here.

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

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.

DETAILS OF SUBSIDIARIES AND THEIR PERFORMANCE

The company has no subsidiary, associate or joint venture company as defined under Companies Act, 2013.

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 at the link: http://www.competent-maruti.com/investorsarea/Related-Party- Transaction-Policy.pdf

Your Directors draw attention of the members to Note no. 32 & 38 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 Anti-Sexual Harassment Policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Anti-Sexual Harassment 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 2014-15

* No. of complaints received : NIL

* No. of complaints disposed : NIL

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.

For and on behalf of the Board For Competent Automobiles Co. Limited

RAJ CHOPRA

Place: New Delhi Chairman & Managing Director Date : 30th May, 2015 DIN - 00036705

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting this 29th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2014 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2014 31-03-2013

Gross Income 80,956.26 78,850.47

Profit before Dep. & Tax 1,723.08 1,540.12

Less : Depreciation 361.97 391.84

Less :Provision for Taxation including deferred tax 443.59 369.31

Profit after tax 917.52 778.97

Add: Profits from Previous year 3,347.09 2,789.55

Profits available for appropriation 4,264.61 3,568.52

Less Appropriations Proposed Dividend including tax 71.90 71.43

Ta x Adjustments 20.12 -

Transfer to General Reserves 200.00 150.00

Closing Balance 3,972.59 3,347.09

OPERATIONAL AND FINANCIAL PERFORMANCE

The Financial Year 2013-14 was a tough year. Besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduced consumption. Demand growth in your Company''s product also slowed down in 2013-14 thus limiting top line development. In this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive in existing business.

Your Company has reported a turnover of Rs. 80956.26 Lacs in the Current Financial Year against the turnover of Rs. 78850.47 Lacs in the Previous Financial Year, registering a growth of 2.67%.

The Company''s profit before tax (PBT) is Rs. 1361.11 Lacs as compared to profit before tax of Rs. 1148.28 Lacs of previous year, registering a growth of 18.53%.

During the year 2013-14, your company sold 17604 Maruti Vehicles (including 205 Vehicles under Direct Billing) as compared with 17233 Maruti Vehicles (including 200 Vehicles under Direct Billing), 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 Re.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2014, 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.

ACHIEVEMENTS

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

1. Platinum Dealer Award for Himachal Unit

2. Sales Growth Award for Group (Delhi & Himachal)

3. DGS & D Sales Runner-up for Delhi Unit

4. Alto & Wagon-R Category-D for Mandi

5. Best CSI Non-JDP City for Mandi

DIRECTORS

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors forms the part of the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) They have prepared the annual accounts for financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES

Your Company''s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2014-15 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were NIL and Rs. 13.05 Lacs as compared to Rs. NIL and Rs. 10.35 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS

Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

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.

For and on behalf of the Board

For Competent Automobiles Co. Limited

RAJ CHOPRA

Place: New Delhi Chairman & Managing Director

Date: 29th May, 2014 DIN – 00036705

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting this 28th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2013 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2013 31-03-2012

Gross Income 80,712.49 70,957.55

Profit before Dep. & Tax 1,540.12 1,433.25

Less : Depreciation 391.84 359.98

Less :Provision for Taxation including deferred tax 369.31 343.77

Profit after tax 778.97 729.50

Add: Profits from Previous year 2,789.55 2,283.60

Profits available for appropriation 3,568.52 3,013.10

Less Appropriations

Proposed Dividend including tax 71.43 71.43

Ta x Adjustments 2.12

Transfer to General Reserves 150.00 150.00

Closing Balance 3,347.09 2,789.55

OPERATIONAL AND FINANCIAL PERFORMANCE

2012-13 was a tough year. Besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduced consumption. Demand growth in your Company''s product also slowed down in 2012-13 thus limiting top line development. In this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive in existing business. Your Company has reported a turnover of Rs. 80712.49 lacs in the year under review against the turnover of Rs. 70957.55 lacs in the previous year. The Company''s profit before tax (PBT) is Rs. 1148.28 lacs as compared to profit before tax of Rs. 1073.27 lacs of previous year. During the year 2012-13, your company sold 17,233 Maruti Vehicles (including 200 Vehicles under Direct Billing) as compared with 17,655 Maruti Vehicles (including 721 Vehicles under Direct Billing), 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 Re.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2013, 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.

ACHIEVEMENTS Since the last directors report, your Company has received an award for ''Best Performance in Corporate Sales – Category-A'' from Maruti Suzuki India Limited.

DIRECTORS In accordance with the provisions of Articles of Association of the Company, Mr. R C Murada and Mr. S L Tandon, directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the forthcoming Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) They have prepared the annual accounts for financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited. Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES Your Company''s Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2013-14 has been paid in advance by the Company.

AUDITORS The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL and Rs. 10.35 lacs as compared to Rs. NIL and Rs. 16.05 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

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.

For and on behalf of the Board

For Competent Automobiles Co. Limited

Sd/-

RAJ CHOPRA

Date: 30th May, 2013 Chairman & Managing Director

Place: New Delhi DIN - 00036705

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Mar 31, 2012

Dear Members,

The directors have pleasure in presenting this 27th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended 31st March, 2012 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Gross Income 70,957.55 73,799.87

Profit before Dep. & Tax 1,433.25 1,349.27

Less : Depreciation 359.98 297.38

Less :Provision for Taxation including deferred tax 343.77 345.29

Profit after tax 729.50 706.60

Add: Profits from Previous year 2,283.61 1,815.33

Profits available for appropriation 3,013.11 2,521.93

Less Appropriations

Proposed Dividend including tax 71.43 71.67

Tax Adjustments 2.12 16.65

Transfer to General Reserves 150.00 150.00

Closing Balance 2,789.56 2,283.61

OPERATIONAL AND FINANCIAL PERFORMANCE

The Indian automobiles industry was adversely impacted by the general economic conditions in the country and across the globe in 2011-12. The financial year 2011-12 was a very challenging year for the passenger vehicle industry. After two years of high growth rate, the industry faced a demand slowdown in the market. However, healthy growth prospects and the strong fundamentals of the Indian economy would drive the auto industry's growth in the year ahead, though the industry may not attain the high growth rates that were recorded prior to 2011-12.

Your Company has reported a turnover of Rs. 70957.55 lacs in the year under review against the turnover of Rs. 73799.87 lacs in the previous year.

The Company's profit before tax (PBT) is Rs. 1073.27 lacs as compared to profit before tax of Rs. 1051.89 lacs of previous year.

During the year 2011-12, your company sold 17655 Maruti Vehicles (including 721 Vehicles under Direct Billing) as compared with 18,828 Maruti Vehicles (including 546 Vehicles under Direct Billing), 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 Re.1.00 per Equity Share of Rs. 10/- each for the year ended 31st March, 2012, 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.

ACHIEVEMENTS

Since the last directors report, your Company has received an award for "Maximum sale in Fleet Sale" from Maruti Suzuki India Limited.

DIRECTORS

In accordance with the provisions of Articles of Association of the Company, Mr. Gopi Dargan, director of the Company, retires by rotation and being eligible offer himself for re-appointment at the forthcoming Annual General Meeting.

Mr. Atul Malhotra and Mr. Harish Mahajan have resigned from directorships of the Company w.e.f. 31st October, 2011 and 20th April, 2012 respectively. The Board acknowledged and placed on record its appreciation for contributions made by them during their tenure as directors of the Company.

Mr. Rohit Gogia and Mr. O. P. Tandon, were appointed as Additional Directors on the Board of Directors of Company with effect from 31st October, 2011 & 14th August, 2012 respectively and as such they hold office upto the date of forthcoming Annual General Meeting. The Company has received notices from members of the Company, as required under section 257 of the Companies Act, 1956, expressing their intention to propose names of Mr. Rohit Gogia & Mr. O. P Tandon as directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) They have prepared the annual accounts for financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES

Your Company's Equity Shares are listed with BSE Limited (BSE) and Listing Fee for the financial year 2012-13 has been paid in advance by the Company.

AUDITORS

The Statutory Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOR- EIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. Nil and Rs. 16.05 lacs as compared to Rs. Nil and Rs. 14.51 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS

Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Compa- nies (Acceptance of Deposits) Rules, 1975.

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.

For and on behalf of the Board

For Competent Automobiles Co. Limited

Sd/- Place: New Delhi RAJ CHOPRA

Date: 29th August, 2012 Chairman & Managing Director

DIN - 00036705

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Mar 31, 2010

The directors have pleasure in presenting this 25th Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

As a result of consistent strong growth in Automobile industry, the Companys operating results improved as compared to previous year. The details of Financial Hightlights are summarised below:

(Rupees in Lacs)

Particulars Year ended Year ended 31-03-2010 31-03-2009

Gross Income 63,455.61 56,628.15

Profit before Dep. & Tax 1,132.47 1,002.08

Depreciation 283.70 265.36

Provision for Taxation including deferred tax 305.57 273.45

Profit after tax 543.20 463.27

Add: Profits from Previous year 1,499.01 1,242.77

Profits available for appropriation 2,042.21 1,706.04

Proposed Dividend including tax 71.67 71.91

Tax Adjustments 5.21 5.13

Transfer to General Reserves 150.00 130.00

Balance carried to the Balance Sheet 1,815.33 1,499.00

PERFORMANCE

This financial year 2009-10 was one of the best years for growth and a variety of factors, including the stimulus package, lower interest rates and new model launches, helped the industry to register the growth.

Your Company has reported a record turnover of Rs. 63,455.61 lacs during the financial year 2009-10 against the turnover of Rs. 56,628.15 lacs of previous year.

The Companys profit before tax (PBT) is Rs. 848.77 lacs as compared to profit before tax of Rs. 736.72 lacs of previous year.

During the year 2009-10, your company sold 17280 Maruti Vehicles (including 732 Vehicles under Direct Billing) as compared with 15112 Maruti Vehicles (including 498 Vehicles under Direct Billing), 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 Re. 1.00 per Equity Share of Rs.10/- each for the year ended 31st March, 2010, which if approved by shareholders at the ensuing Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on book closure dates.

ACHIEVEMENTS

Since the last directors report, the Company has received following awards from Maruti Suzuki India Limited in its Annual Dealers Conference:

Award for Highest Sales in North Zone;

Award for Best Performance in Institutional Sales Dealer (Growth);

Award for Best Performance in DGS & D Sales; and

Award for Innovative Usage of Dealer Mangement System (DMS).

DIRECTORS

The members are informed that Mr. Sidheshwar Dayal, a director of the Company passed away on 14th July, 2010. Your Board mourns his untimely demise and also wish to place on record its appreciation for eminent contribution made by him during his tenure as director of the Company.

In accordance with the provisions of Articles of Association of the Company, Mr. Harish Mahajan and Mr. Gopi Dargan, directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Mrs. Kavita Ahuja is the Whole-Time Director of the Company and her current tenure as Whole-Time Director will expire on 31st October, 2010. The Board of Directors re-appointed her as Whole-Time Director of the Company for a further period of five (5) years with effect from 1st November, 2010 subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirm that:

a) In the preparation of the Annual Accounts for financial year ended 31st March, 2010, the applicable accounting stan- dards have been followed along with proper explanations relating to material departures;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) We have prepared the annual accounts for financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

LISTING FEE OF SHARES

Your Companys Equity Shares are listed with Bombay Stock Exchange Limited (BSE) and Listing Fee for the year 2010-11 has been paid in advance by the Company.

AUDITORS

The Auditors, M/s Dinesh Mehta & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOR- EIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the company during the year under review were Rs. Nil and Rs. 12.15 lacs as compared to Rs. Nil and Rs. 8.46 lacs in the previous year respectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. Accordingly, information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been given here.

DEPOSITS

Your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

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 Companys growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board For Competent Automobiles Co. Limited

Place: New Delhi RAJ CHOPRA

Date: 30 August, 2010 (Chairman & Managing Director)