Comfort Commotrade Ltd.
|BSE: 534691||Sector: Financials|
|NSE: N.A.||ISIN Code: INE456N01019|
|BSE LIVE 15:40 | 17 Jan||17.15||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Comfort Commotrade Ltd. (COMFORTCOMTRADE) - Director Report
Company director report
To the Members of the Company
Your Directors have pleasure in presenting the Eighth Annual Report on the business andoperations of your Company with Audited Accounts for the year ended 31st March2015. The financial results of the Company are summarized below:
(Rs. In Lacs)
Income from operations stood at Rs.22.68 Lacs for fiscal 2015
Profit before Tax for fiscal 2015 is Rs. 107.86 Lacs
Profit After Tax for fiscal 2015 is Rs. 81.73 Lacs
Basic earning per share for fiscal 2015 is Rs. 0.82 per share
Recommend Dividend for the financial year 2014-2015 on Equity Shares of Rs.10/-each at Rs. 0.20/- paise per Equity Share equivalent to 2% of the paid-up capital ofthe company aggregating to Rs. 2004000/- (Twenty Lacs Four Thousand Rupees Only.)
Income from operations stood at Rs. 68.15 Lacs for fiscal 2015
Profit before Tax for fiscal 2015 is Rs. 136.83 Lacs
Profit After Tax for fiscal 2015 is Rs. 110.70 Lacs
Basic earning per share for fiscal 2015 is Rs. 1.10 per share
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mrs. Annu Agrawal Director of the company retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for reappointment.
All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Clause 52 ofListing Agreement.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
A brief resume and other details as stipulated under the Listing Agreement for theabove director seeking re-appointment is given as Additional Information on Directorswhich forms part of the Notice.
(i) Board Evaluation
Board Evaluation Pursuant to the provisions of the Companies Act 2013 and Clause 52 ofthe Listing Agreement a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The boardalso carried out annual performance evaluation of the working of its Audit andShareholders / Investors Relations And Grievance Committee. The Directors expressed theirsatisfaction with the evaluation process.
(ii) Details of Board Meetings held
During the year Four Board Meetings and one Independent Director Meeting was held. TheDetails of the meetings and attendance thereof have been given in Corporate GovernanceReport. The provisions of Companies Act 2013 and Listing Agreement were adhered to whileconsidering the time gap between two meetings.
(iii) Constitution of Committees
The Board has constituted Audit Committee and a Shareholders / Investors Relations AndGrievance Committee the details of which have been mentioned in the Corporate GovernanceReport. Further the nomination and remuneration committee has been constituted by theBoard in the meeting held on 30th May 2015.
Your directors are pleased to recommend dividend for the financial year 2014-2015 onEquity Shares of Rs. 10/-each at Rs. 0.20/- paise per Equity Share equivalent to 2% of thepaid-up capital of the company aggregating to Rs. 2004000/- (Twenty Lacs Four ThousandRupees Only.)
Your Company have two Wholly Owned Subsidiary Companies viz. Shyam Trade Link Pte. Ltdin Singapore incorporated as on 31st December 2013 and Anjali Tradelink FZE inU.A.E. incorporated as on 28th January 2014.
Pursuant to sub-section (3) of section 129 of the Companies Act 2013 the statementcontaining the salient feature of the financial statement of a companys subsidiaryor subsidiaries associate company or companies and joint venture or ventures is given as Annexure1.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
1. That in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standard had been followed along with properexplanation relating to material departures.
2. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review.
3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
4. That the directors had prepared the accounts for the financial year ended 31stMarch 2015 on a going concern basis.
5. That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively
(i) Statutory Auditor
The retiring auditors namely M/s. Bansal Bansal & Co. Practicing CharteredAccountants Mumbai hold office until the conclusion of the forthcoming Annual GeneralMeeting and are seeking re-appointment. They have confirmed that their appointment ifmade at the Annual General Meeting will be within the limits prescribed under CompaniesAct 2013. They have also confirmed that they hold a valid peer review certificate asprescribed under Clause 41(1) (h) of the Listing Agreement. Members are requested toconsider their reappointment.
(ii) Secretarial Auditor
In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s. R MMimani & Associates LLP Practicing Company Secretaries have been appointedSecretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed asAnnexure 2 to this report.
(iii) Internal Auditor
M/S Pravin Chandak & Associates. Practicing Chartered Accountants Mumbaiperforms the duties of internal auditors of the company and their report is reviewed bythe Audit committee from time to time.
COMMENTS ON AUDITORS REPORT:
With regards to Point No.(a) of the Secretarial Auditors report i.e The Company hasgiven loans and advances in excess of the limit specified under section 186 of theCompanies Act 2013 The Directors took the note of the same and will obtain the requriedapproval from the member of the Company in the forthcoming General meeting.
With regards to Point No.(b) of the Secretarial Auditors report i.e The Company nothaving appointed the Company Secretary as required under section 203 of the Companies Act2013 the Company has made suitable efforts for the recruitment of suitable candidate forthe post of Company Secretary.
With regards to Point No.(c) of the Secretarial Auditors report i.e The Company hasdelayed in filing of certain returns/ forms with the Registrar of Companies theseforms/returns have been filed by making the payment of the additional fee as prescribed bythe law.
With regards to Point No.(d) of the Secretarial Auditors report i.e The Company is inprocess of formulating the certain policies as required under the Companies Act 2013 andlisting agreement and will finalize the same as and when the policies are mandatorilyapplicable to the Company.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.comfortcommotrade.com/files/whilstleblowers.pdf.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on anarms length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Companys PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as Annexure 3. The Board of Directors of the Company hason the recommendation of the Audit Committee adopted a policy to regulate transactionsbetween the Company and its Related Parties in compliance with the applicable provisionsof the Companies Act 2013 the Rules there under and the Listing Agreement. This Policywas considered and approved by the Board and has been uploaded on the website of theCompany at http://www.comfortcommotrade.com/files/related_party_transaction_policy.pdf.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure 4.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees and Directors of theCompany is furnished hereunder:
* Mr. Yogesh Bharti was appointed as CFO with effect from 14th February2015.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:-
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
NOMINATION AND REMUNERATION COMMITTEE:
In pursuant to the provision of Section 178 of the Companies Act 2013 it is mandatoryto constitute Nomination & Remuneration Committee. Accordingly Board has constitutedNomination & Remuneration Committee in the Board meeting held on 30th May 2015.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standards AS-21 on Consolidated Financial Statementsread with the Accounting Standard AS-23 on Accounting for investments in Associates theAudited Consolidated Financial Statements are provided in the annual report.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis for the year 2014-15 and a detailed report onCorporate Governance as required under Clause 52 of the Listing Agreement (BSE-SME)executed with the Stock Exchange are given in separate sections forming part of theAnnual Report.
A Certificate from Statutory Auditors of the company M/s. Bansal Bansal & Co.confirming compliance with the conditions of Corporate Governance stipulated in Clause 52is annexed to the report on Corporate Governance.
The Company has not accepted any fixed deposits as on 31st March 2015 so asto attract the provisions of Chapter V of the Companies Act 2013 read with Companies(Accounts) Rules 2014 as amended from time to time.
PARTICULARS OF EMPOLYEES UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014;
The provisions of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are not applicable to thecompany as there are no employees whose remuneration is in excess of the limitsprescribed.
The Equity Shares of the Company are at presently listed with the SME Platform of BSELimited. The company is regular in payment of listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 34 of the Listing agreement (BSE-SME) andrequirements of Companies Act 2013 the Cash flow Statement for the year ended 31.03.2015is annexed here to.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance regarding conservation of energy technology absorption andforeign exchange earnings and outgo is given in the Annexure 5.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
A policy on sexual harassment of women at workplace has been drafted and approved bythe Board in its meeting held on May 30 2015. A Commitee namely Internal ControlCommittee has been construed for protection of women against Sexual Harassment at theworkplace consisting of the following:-
The Committee will look after the complaints received from the women employees and willalso work for Safety of Women at workplace.
Your directors place on record their gratitude for the continued co-operation andguidance extended by the Securities and Exchange Board of India MCX NCDEX and BSE-SMELimited and take this opportunity to place on record their warm appreciation of thevaluable contribution unstinted efforts and the spirit of dedication by the employees andofficers at all levels in the progress of the Company during the year under review.
Your directors also express their deep gratitude for the assistance Co-operation andsupport extended to your company by the bankers customers as well as the investingcommunity and look forward to their continued support.