To the Members of the Company
Your Directors are pleased to present the Nineth Annual Report on the business andoperations of the Company with Audited Accounts for the year ended March 31 2016. TheFinancial results of the Company are summarized below:
| || || || ||(Rs. In Lacs) |
|PARTICULARS ||STANDALONE ||STANDALONE ||CONSOLIDATED ||CONSOLIDATED |
| ||YEAR ENDED MARCH 31 2016 ||YEAR ENDED MARCH 31 2015 ||YEAR ENDED MARCH 31 2016 ||YEAR ENDED MARCH 31 2015 |
|Total Revenue ||258.40 ||169.92 ||488.03 ||496.04 |
|Profit Before Depreciation and Taxes ||44.76 ||111.70 ||197.26 ||140.67 |
|Less: Depreciation ||2.98 ||3.83 ||2.98 ||3.83 |
|Less: Provision for || || || || |
|(a) Income Tax ||12.31 ||28.50 ||12.31 ||28.50 |
|(b) Deferred Tax ||0.0023 ||(0.07) ||0.0023 ||(0.07) |
|Income Tax paid of earlier years ||(2.69) ||(2.30) ||(2.69) ||(2.30) |
|Total Tax Expenses ||9.63 ||26.13 ||9.63 ||26.13 |
|Profit / (Loss) for the year ||32.16 ||81.72 ||184.65 ||110.70 |
|Add: Brought forward from last year ||113.35 ||56.05 ||142.32 ||56.05 |
|Profits Distributable ||145.50 ||137.78 ||326.98 ||166.75 |
|Appropriated as under: || || || || |
|Transfer to Special Reserve ||- ||- ||- ||- |
|Depreciation Adjustment ||- ||(0.38) ||- ||(0.38) |
|Proposed Equity Dividend ||20.04 ||20.04 ||20.04 ||20.04 |
|Tax on Distributed Profits ||4.01 ||4.01 ||4.01 ||4.01 |
|Balance Carried Forward to Balance ||121.45 ||113.35 ||302.92 ||142.33 |
|Sheet || || || || |
FINANCIAL HIGHLIGHTS STANDALONE:-
Total Revenue stood at Rs.258.40 Lacs for fiscal 2016
Profit before Tax for fiscal 2016 is Rs. 41.78 Lacs
Profit After Tax for fiscal 2016 is Rs. 32.15 Lacs
Basic earning per share for fiscal 2016 is Rs. 0.32 per share
Recommend Dividend for the Financial Year 2015-16 on Equity Shares of Rs. 10/-each atRs. 0.20/- paise per Equity Share equivalent to 2% of the paid-up capital of the companyaggregating to Rs. 2004000/- (Rupees Twenty Lacs Four Thousand Rupees Only.)
Total Revenue stood at Rs. 488.03 Lacs for fiscal 2016
Profit before Tax for fiscal 2016 is Rs. 194.28 Lacs
Profit After Tax for fiscal 2016 is Rs. 184.65 Lacs
Basic earning per share for fiscal 2016 is Rs. 1.84 per share
Pursuant to the provisions of Section 161(1) of the Companies Act 2013 (the/Act) and the Articles of Association of the Company the Board of Directors of yourCompany appointed Mr. Devendra Lal Thakur as an Additional Director (Non-Executive &Independent) of the Company effective November 24 2015 and he shall hold office up to thedate of the ensuing Annual General Meeting. The Company has received declaration from Mr.Devendra Lal Thakur confirming he meets with the criteria of independence as prescribedboth under sub-section (6) of Section 149 of the Act and under Regulation 27 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchange.
Accordingly his candidature for appointment as a Non-Executive & IndependentDirector of the Company is included at Item No. 5 of the Notice to the Annual GeneralMeeting.
Mr. Sushil Jain resigned from the Board with effect from November 24 2015 due to hispersonal reason. The Board records its sincere appreciation and gratitude for the servicesrendered and guidance provided by him.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association Mr. Bharat Shiroya Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself 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 Regulation16(1)(b) of SEBI (Listing Regulations including any statutory modification(s) orre-enactment(s) for the time being in force.
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 profile and other details as stipulated under the SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015 for the above directors seeking appointment/ re-appointment is given as additional information on Directors which forms part of theNotice.
(i) Board Evaluation
Board Evaluation Pursuant to the provisions of the Companies Act 2013 and Regulation27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution and independence of judgment thereby safeguarding the interestof the Company. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Executive and Non IndependentDirectors was carried out by the Independent Directors. The board also carried out annualperformance evaluation of the working of its Audit Nomination and Remuneration as well asStakeholders Relationship Committee. The Directors expressed their satisfaction with theevaluation process.
(ii) Details of Board Meetings held
During the year Six Board Meetings and one Independent Directors Meeting was held. Thedetails of the meetings and attendance thereof have been given in Corporate GovernanceReport. The provisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 were adhered to while considering the time gap between twomeetings.
(iv) Constitution of Committees
The Board has constituted an Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee the details of which have been mentioned in theCorporate Governance Report.
DETAILS OF KEY MANAGERIAL PERSONNEL
Ms. Natasha Fatehchandka had resigned from office of Compliance Officer of the Companyand Ms. Vrunda Jani a Qualified Company Secretary has been appointed as Company Secretary& Compliance Officer of the Company with effect from December 1 2015.
Your directors are pleased to recommend dividend for the Financial Year 2015-16 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/- (Rupees Twenty Lacs FourThousand Rupees Only)
Your Company has two Wholly Owned Subsidiaries Companies viz. Shyam Trade Link Pte. Ltdin Singapore incorporated as on December 31 2013 and Anjali Tradelink FZE in U.A.E.incorporated as on January 28 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 Annexure- 1 to the report.
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 March31 2016 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 March 312016 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.
(ii) Secretarial Auditor
Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act 2013read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 and asmeasure of good Corporate Governance practice the Board of Directors of the Companyappointed M/s. R M Mimani & Associates LLP Practicing Company Secretaries asSecretarial Auditors of the Company for the Financial Year 2015-16. The report of theSecretarial Auditors is enclosed as Annexure - 2 to this report.
(iii) Internal Auditor
M/s SARA & Associates. Practicing Chartered Accountants Mumbai performs theduties of Internal Auditors of the Company for Financial Year 2015-16 and their report isreviewed by the Audit committee from time to time.
COMMENTS ON AUDITORS REPORT (i) Statutory Auditor
No comments received from Statutory Auditors as they give non-qualified opinion
(ii) Secretarial Auditor
With regard to point no. (i) i.e not fully complied with the provisions 203 of theCompanies Act 2013 during the year the Company Secretary of the Company was notappointed but with effect from December 1 2015 a Qualified Company Secretary has beenappointed.
With regard to point no. (ii) i.e Regulation 46 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with regard to maintenance of functionalwebsite it is due to technical reasons and the company is in the process of redesigningthe entire website of the company according to the Companies Act 2013 as well as SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company is in theprocess to update the same.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a Vigil Mechanism named Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Board has adopted a Whistle BlowerPolicy which is in compliance with the provisions of Section 177(10) of the
Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to promote reporting of any unethical or improper practiceor violation of the companys Code of Conduct or complaints regarding accountingauditing internal controls or disclosure practices of the company. It gives a platform tothe whistle blower to report any unethical or improper practice (not necessarily violationof law) and to define processes for receiving and investigating complaints.
The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.comfortcommotrade.com/ files/whilstleblowers.pdf.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year were atan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the company with promotersdirectors key managerial personnel or other designated persons which may have a potentialconflict with the interest of the company at large. All related party transactions areplaced before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee is obtained on a quarterly basis for the transactions which are of a foreseenand repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted and a statement giving details of all related party transactions is placed beforethe Audit Committee for their approval on a quarterly basis. The policy on Related PartyTransactions as approved by the Board is uploaded on the companys website athttp://www. comfortcommotrade.com. Related party transactions under Accounting Standard -AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 is furnished as Annexure - 3 to thisreport.
ADOPTION OF VARIOUS POLICIES
The Board of Directors of your Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration. The contents of the policy are statedin the Corporate Governance Report.
Further the Board of Directors of the Company have also approved and adopted variouspolicies as required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
ANTI-SEXUAL HARASSEMENT POLICY
The Company has an Anti Sexual Harassment Policy in place. During the year underreview there were no complaints in this regard.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on March 31 2016 inForm MGT - 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as Annexure4 to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2016 are given in the notes to the Financial Statements.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for Board Members and Senior ManagementPersonnel of the Company. The Code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Companyswebsite www.comfortcommotrade.com. The Board members and senior management personnel haveaffirmed compliance with the said code of conduct. A declaration signed by the ChiefFinancial Officer is given at the end of the Corporate Governance Report.
PREVENTION OF INSIDER TRADING
The Company has also adopted a Code of Conduct for Prevention of Insider Trading. Allthe Directors Senior Management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.
During the year under Report there has been due compliance with the said Code ofConduct for Prevention of Insider Trading.
The Board has already adopted a revised Code of Prevention of Insider Trading based onthe SEBI (Prohibition of Insider Trading) Regulations 2015. The same has been placed onthe website of the Company www.comfortcommotrade.com.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)
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:
|Sr. No ||Name of the Director/ KMP ||Designation ||Remuneration 2015-16 ||Remuneration 2014-15 ||Increase/ Decrease ||Ratio/Times per median of employee remuneration |
|1 ||Mr. Yogesh Bharti* ||CFO ||Rs. 141302/- ||Rs 20000/- ||N.A. ||0.49 |
|2 ||Ms. Vrunda Jani** ||CS ||Rs. 95913/- ||N.A. ||N.A. ||0.33 |
*Mr. Yogesh Bharti was appointed as CFO with effect from February 14 2015 and hasceased to be CFO with effect from August 6 2016. Further Ms Natasha Fatehchandka isappointed as CFO with effect from August 6 2016.
**Ms. Vrunda Jani was appointed as CS with effect from December 1 2015
MIGRATION FROM BSE-SME TO BSE MAIN BOARD
As your Company has already intimated you regarding the migration of its Equity Sharesfrom BSE SME to BSE Main Board. Accordingly your Company has taken your approvalthrough Postal Ballot and completed the procedure for the migration with BSE Limited andaccordingly on April 26 2016 BSE has issued a notice for approving the same.
APPOINTMENT OF NEW REGISTRAR AND SHARE TRANSFER AGENT
The Companys current Registrars i.e. M/s. Sharepro Services (India) Pvt. Ltd. hasreceived a ban from SEBI. Hence the Company has wide its Board Meeting held on May30 2016 decided to switch its RTA services to M/s Sharex Dynamic (India) Pvt. Ltd. fromM/s Sharepro Services (India) Private Limited.
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.
BUSINESS RISK MANAGEMENT
The Company has been addressing various risks impacting the company and the policy ofthe Company on Risk Management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
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 2015-16 and a detailed report onCorporate Governance as required under Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015) executed with the Stock Exchange are given inseparate sections forming part of the Annual Report.
Auditors Certificate of the company M/s. Bansal Bansal & Co. confirmingcompliance with the conditions of Corporate Governance stipulated in Regulation 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thereport on Directors Report as Annexure - 6 to this report.
The Company has not accepted any fixed deposits as on March 31 2016 so as to attractthe 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 BSE Limited. TheCompany has migrated from BSE SME to BSE Main Board on April 26 2016. The companyis regular in payment of listing fee.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34(2)(c) of the SEBI Listing(Obligation and Disclosure Requirements) Regulations 2015 and requirements of CompaniesAct 2013 the Cash flow Statement for the year ended March 31 2016 is annexed here to asa part of the Financial Statements.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Account) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo is given in the Annexure-5 to this report.
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 BSELimited 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.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Sd/- |
|Place: Mumbai ||ANIL AGRAWAL |
|Date: August 6 2016 ||Whole Time Director |