To the Members of the Company
The Board of Directors of Comfort Commotrade Limited are pleased topresent the 12th Annual Report of the Company together with the Audited FinancialStatements (Consolidated and Standalone) of your Company for the financial year endedMarch 31 2019.
|1) FINANCIAL HIGHLIGHTS || || || || |
| || || || ||(Amount in Rs.) |
|Particulars ||Standalone ||Consolidated |
| ||March 31 2019 ||March 31 2018 ||March 31 2019 ||March 31 2018 |
|Revenue from Operations ||595942932 ||905560190 ||599214587 ||920451287 |
|Other operating Income ||3701300 ||13000654 ||3791080 ||13008496 |
|Total Revenue ||599644232 ||918560843 ||603005668 ||933459783 |
|Total Expenses ||597850893 ||915429572 ||602965817 ||917645406 |
|Profit before Tax ||1793339 ||3131271 ||39850 ||15814376 |
|Current Tax Expenses ||1014540 ||864200 ||1014540 ||864200 |
|Deferred Tax ||(36488) ||(46692) ||(36488) ||(46692) |
|Tax of earlier years ||12940 ||122155 ||12940 ||122155 |
|Profit for the Year ||802347 ||2191609 ||(951141) ||14874714 |
|Earnings Per Share (EPS) ||0.08 ||0.22 ||(0.09) ||1.48 |
There have been no material changes and commitments that have occurredafter close of the financial year till the date of this report which affects the financialposition of the Company apart from the Closure of its Wholly Owned Subsidiary Shyam TradeLink PTE. Ltd. w.e.f. November 05 2018. Based on internal financial control framework andcompliance systems established in the Company and verified by the statutory and internalauditors and reviews performed by the management and the Audit Committee of the Boardyour Board is of the opinion that Company's internal financial controls were adequateand effective during the financial year 2018-19.
2) CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129 and 133 of CompaniesAct 2013 (hereinafter referred to as "the Act") read with the Companies(Accounts) Rules 2014 and Regulation 33 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015 (hereinafter referredto as "SEBI Listing Regulations") and applicable Accounting Standards theAudited Consolidated Financial Statements of the Company for the financial year 2018-19together with the Auditors' Report form part of this Annual Report.
The Consolidated and Standalone Financial Statements of the Company forthe year ended March 31 2019 have been prepared in accordance with applicable AccountingStandards and the relevant provisions of the Companies Act 2013.
3) FINANCIAL PERFORMANCE
At Standalone Level The Revenue from operation stood at Rs.595942932 compared with Rs. 905560190 in the Previous Year. The Net Profit for theyear stood at Rs. 802347 against Rs. 2191609 reported in the Previous Year.
At Consolidated Level the Revenue from operations for Financial Year2018 was Rs. 599214587 compared with Rs. 920451287 in the Previous Year. The NetLoss for the year 2019 stood at (951141) against the profit of Rs. 14874714 in thePrevious Year.
The Management continues to concentrate its efforts to increase therevenue of the Company by identifying new opportunities. The wholly owned subsidiary ofthe Company Anjali Tradelink FZE has been carrying on its activities successfully.
In accordance with the provisions contained in Section 136 of theCompanies Act 2013 the Annual Report of the Company containing therein its Consolidatedand Standalone Financial Statements are available on the website of the Company atwww.comfortcommotrade.com. Further a detailed analysis of Company's performance isincluded in the Management Discussion and Analysis which forms part of this Annualreport.
Based on the financial performance of the Company for the year 2018-19and with a view to conserve financial resources the Board of Directors have notrecommended any dividend for the period under review.
5) SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31 2019was Rs 100200000. There was no public issue rights issue bonus issue or preferentialissue etc. during the year. The Company has not issued shares with differential votingrights or sweat equity shares nor has it granted any stock options during the FinancialYear 2018-19.
6) TRANSFER TO RESERVES
There was no amount from profit which was transferred to GeneralReserves during the year under review.
7) LISTING WITH THE STOCK EXCHANGES
Your Company's equity shares are listed on the BSE Limited. Annuallisting fees for the Financial Year 2018-19 and 2019-20 have been paid to BSE Limited.
8) SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
For the period under review your Company has One Wholly OwnedSubsidiary Companies namely Anjali Tradelink FZE as on March 31 2019. There are noassociates or joint venture companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). There has been no material change in the nature of thebusiness of the subsidiaries.
Further during the period under review M/s. Shyam Trade Link PTE.Ltd. Wholly Owned Subsidiary of the Company was closed w.e.f. November 05 2018.
Pursuant to sub-section (3) of section 129 of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 the statement containing thesalient feature of the financial statement of a Company's subsidiary in FORM AOC-1is attached as Annexure-1 of this Report. There has been no material change in thenature of the business of the associates and there is no material subsidiary of theCompany.
During the year under review your Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 and the rules madethereunder.
10) MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments occurred during the year and afterthe close of the financial year 2018-19 till the date of this Report which affect thefinancial position of the Company apart from the Resignation of the Mr. Anil BeniprasadAgrawal Mr. Bharat Shiroya Mrs. Annu AniI Agrawal and Mr. Jugal Thacker who resigned asDirectors from the Company w.e.f June 29 2019 due SEBI's order dated March 12 2019(WTM/GM/EFD/99/2018-19) and Closure of M/s. Shyam Trade Link PTE. Ltd. Wholly OwnedSubsidiary of the Company w.e.f. November 05 2018.
Further it is hereby confirmed that there has been no change in thenature of business of the Company.
11) CORPORATE GOVERNANCE REPORT
Our Corporate Governance practices are a reflection of our value systemencompassing our culture policies and relationships with our stakeholders. Integrity andtransparency are key to our corporate governance practices to ensure that we gain andretain the trust of our stakeholders at all times. Corporate Governance is aboutmaximizing shareholder value legally ethically and sustainably.
Pursuant to SEBI Listing Regulations a separate chapter titledCorporate Governance Report' has been included in this Annual Report alongwith the report on Management Discussion and Analysis.
All Board Members and Senior Management Personnel have affirmed thecompliance with the Code of Conduct for the year 2018-19. A declaration to this effectsigned by the Whole Time Director of the Company is annexed to the Corporate GovernanceReport.
The Whole Time Director and Chief Financial Officer have certified tothe Board with regard to the financial statements and other matters as required underRegulation 17(8) of the SEBI Listing Regulations. Certificate from the SecretarialAuditors regarding compliance of conditions of Corporate Governance is annexed to theCorporate Governance Report.
12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company recognizes and embraces the importance of a diverse Boardin its success. We believe that a truly diverse board will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical backgrounds age and ethnicity that will help us retain our competitiveadvantage.
Your Company's Board comprises a mix of Executive DirectorsNon-Executive Directors Independent Directors and Woman Director with considerableexperience and expertise across a range of fields such as finance accounts legalsecretarial industrial relations personnel management and strategy. Except ExecutiveDirector and Independent Directors all other directors are liable to retire by rotationas per the provisions of the Act. It is confirmed that there is no relationship betweenthe directors interse apart from Mr. Anil Beniprasad Agrawal Mrs. Annu Anil Agrawaland Mr. Ankur Anil Agrawal who are related to each other.
The details of the Directors their meetings held during the year andthe extracts of the Nomination and Remuneration Policy has been given in the CorporateGovernance Report which forms part of this Report.
I. Key Managerial Personnel
The following are the Key Managerial Personnel of the Company as onMarch 31 2019:
|Sr. No. ||Name of the Person ||Designation |
|1 ||Mr. Anil Beniprasad Agrawal* ||Whole Time Director |
|2 ||Mr. Kapil Vashishtha** ||Chief Financial Officer |
|3 ||Ms. Shruti Somani*** ||Company Secretary |
*During the Year under review Mr. Anil Beniprasad Agrawal has resignedfrom the office of the Whole Time Director of the Company with effect from June 29 2019.
Mr. Rajeev Kumar Pathak was appointed as Additional Director of theCompany with effect from June 29 2019 in capacity as Whole Time Director which is subjectto approval of Shareholders at the ensuing Annual General Meeting. **Mr. Kapil Vashishthawas appointed as Chief Financial Officer of the Company with effect from August 14 2018and resigned with effect from January 15 2019 and Mr. Shrikant Shivpujan Tiwari hadresigned as Chief Financial Officer of the Company with effect from August 04 2018 andwas appointed as Chief Financial Officer of the Company with effect from May 18 2019.
***Ms. Shruti Somani has resigned from the Post of Company Secretary& Compliance Officer with effect from March 06 2019.
II. Board of Directors
Following were the Directors of the Company as on March 31 2019:
|Sr. No. ||Name of the Person ||DIN ||Category |
|1 ||Mr. Anil Beniprasad Agrawal ||00014413 ||Whole Time Director |
|2. ||Mr. Bharat Nanubhai Shiroya ||00014454 ||Director |
|3 ||Mrs. Annu Anil Agrawal ||00014487 ||Director |
|4 ||Mr. Jugal Thacker ||00015460 ||Independent Director |
|5 ||Mr. Devendra Lal Thakur ||00392511 ||Independent Director |
|6 ||Mr. Anilkumar Shivkaran Nevatia ||00531183 ||Independent Director |
There was no other change in the Directors during the year underreview. Further as on the date of this Report post financial year following changes tookplace in Board of Directors of the Company;
a) Cessation of Directors
Mr. Anil Shivkaran Nevatia (DIN: 00531183) Independent Director of theCompany has resigned from the post of Director with effect from May 18 2019. Furtherpursuant to Regulation 30 of SEBI Listing Regulations he stated that there was no othermaterial reason other than personal and unavoidable circumstances.
The Board recorded its sincere appreciation for his valuablecontribution during his long association with the Company.
Mr. Anil Beniprasad Agrawal (DIN:00014413) - Whole Time Director of theCompany Mrs. Annu Anil Agrawal(DIN: 00014487) and Mr. Bharat Nanubhai Shiroya (DIN:00014454) Non-Executive Directors of the Company have resigned from the post ofDirector on account of SEBI order dated March 12 2019 which stated that they shall nothold position as Director in any listed company for a period of three years with effectfrom July 01 2019. Accordingly in compliance with the order they have resigned witheffect from the closure of the working hours of June 29 2019.
The Board recorded its sincere appreciation for their valuablecontribution during their long association with the Company.
Mr. Jugal Chandrakant Thacker (DIN: 00015460) Independent Director ofthe Company has resigned from the post of Independent Director on account of SEBI orderdated March 12 2019 which stated that he shall not hold position as Director in anylisted company for a period of three years with effect from July 01 2019. Accordinglyin compliance with the order he resigned with effect from the closure of the workinghours of June 29 2019. Further pursuant to Regulation 30 of SEBI Listing Regulations hestated that there was no other material reason other than the SEBI order dated March 122019.
The Board recorded its sincere appreciation for his valuablecontribution during his long association with the Company.
b) Appointment/Re-appointment of Directors
Pursuant to Regulation 17 of SEBI Listing Regulations and based onrecommendation of Nomination and Remuneration Committee and approval of Board at itsmeeting held on June 29 2019 Mr. Milin Jagdish Ramani (DIN:07697636) Mr. Rajeev KumarPathak (DIN:08497094) and Mr. Ankur Anil Agrawal (DIN: 06408167) were appointed as anAdditional Director of the Company with effect from June 29 2019 to hold office up to thedate of forthcoming Annual General Meeting.
Further subject to approval of Shareholders at ensuing Annual GeneralMeeting it is proposed to appoint Mr. Rajeev Kumar Pathak Mr. Ankur Agrawal and Mr.Milin Ramani at the 12th Annual General Meeting as Executive Director Non-ExecutiveNon-Independent Director and Non-Executive Independent Director respectively w.e.f. June29 2019. The Company has received requisite declarations from them.
Details about the Director being appointed are given in the Notice ofthis Annual General Meeting.
c) Retirement by Rotation
Pursuant to provisions of Section 152(6) of the Companies Act 2013none of the Directors of the Company are liable to retire by rotation at 12th AGM as Mr.Devendra Lal Thakur being an Independent Director is not liable to retire by rotation andother three Directors namely Mr. Rajeev Kumar Pathak Mr. Ankur Agrawal and Mr. MilinRamani are proposed to be appointed at the 12th Annual General Meeting as ExecutiveDirector Non-Executive Non-Independent Director and Non-Executive Independent Directorrespectively.
d) Change in Key Managerial Personnel
During the year under review Mr. Shrikant Tiwari resigned as ChiefFinancial Officer of the Company with effect from August 04 2018. Accordingly pursuant torecommendations of Nomination and Remuneration Committee Mr. Kapil Vashishtha wasappointed as Chief Financial Officer of the Company with effect from August 14 2018.Further Mr. Kapil Vashishtha resigned as Chief Financial Officer of the Company witheffect from January 15 2019 and Mr. Shrikant Tiwari was appointed as Chief FinancialOfficer of the Company with effect from May 18 2019.
During the year under review Ms. Shruti Somani Company Secretary andCompliance Officer of the Company has tendered her resignation with effect from March 062019 and Ms. Dolly Karia an Associate Member of Institute of Company Secretaries of Indiawas appointed as Company Secretary and Compliance Officer of the Company with effect fromMay 18 2019.
III. Declaration by Independent Director(s)
The Independent Directors have submitted the declaration ofindependence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in Section 149(6) of the CompaniesAct 2013 as amended and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI Listing Regulations) as amended.
In terms of Regulation 25(8) of the SEBI Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties.
IV. Director's Evaluation
In terms of the requirement of the Companies Act 2013 and SEBI ListingRegulations an annual performance evaluation of the Board is undertaken where the Boardformally assesses its own performance with the aim to improve the effectiveness of theBoard and the Committees.
A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Independent Director being evaluated.
The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process based on the recommendation of theNomination & Remuneration Committee.
V. Familiarization program for Independent Director(s)
The Company had conducted various sessions during the financial year tofamiliarize Independent Directors with the Company their roles responsibilities in theCompany nature of the industry business model processes & policies and thetechnology and the risk management systems of the Company. The details of suchfamiliarization programmers' and conditions of their appointment are displayed on thewebsite of the Company.
VI. Committees of the Board of Directors
As on March 31 2019 the Board had three Committees: Audit CommitteeNomination and Remuneration Committee and Stakeholder Relationship Committee. A detailednote on the Committees and meetings of those committees held during the year is providedin the Corporate Governance Report forming part of this Report.
13) DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to sub- section (5) of Section 134 of the Companies Act 2013and to the best of their knowledge and belief and according to the information andexplanations obtained / received from the operating management your Directors make thefollowing statement and confirm that-
i. In the preparation of the annual accounts for the year ended March31 2019 the applicable accounting standards have been followed and there are no materialdepartures.
ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The Directors have prepared the annual accounts on a going concernbasis.
v. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
vi. The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controlswere adequate and effective during Financial Year 2018-19.
14) NUMBER OF BOARD MEETINGS:
The Board of Directors met 4 times during the financial year 201819. The details of the Board Meetings and the attendance of the Directors areprovided in the Corporate Governance Report appearing elsewhere as a separate section inthis Annual Report.
15) AUDIT COMMITTEE
The details pertaining to composition and other particulars of AuditCommittee are included in the Corporate Governance Report which forms a part of thisReport.
The Company's Statutory Auditors M/s. Gupta Shyam & Co.Chartered Accountants (FRN: 103450W) were appointed as Statutory Auditors of the Companyfor a period of 5 consecutive years till the conclusion of the 15th AGM subject toratification by members every year.
Pursuant to the provisions Section 139 of the of the Companies Act2013 and the Companies (Amendment) Act 2018 effective from 7 May 2018 the requirementof seeking ratification from the members for the continuation of reappointment of theStatutory Auditors has been withdrawn from the Statute.
In view of the above ratification of the Members for continuing there-appointment of the Statutory Auditors at this AGM is not being sought. M/s. Gupta Shyam& Co. Chartered Accountants (FRN: 103450W) have given a confirmation and consentunder Sections 139 and 141 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 to the effect that they are eligible to continue with theirappointment and that they have not been disqualified in any manner from continuing asStatutory Auditors. The Board of Directors based on the recommendation of the AuditCommittee shall determine the remuneration payable to the Statutory Auditors.
The Statutory Audit Report does not contain any qualificationsreservations or adverse remarks. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013and Rules made thereunder the Company had appointed M/s R. M. Mimani & AssociatesLLP Practicing Company Secretaries as Secretarial Auditor to undertake the secretarialaudit of the Company for financial year 2018-19.
The Secretarial Audit Report for the financial year ended March 312019 under Companies Act 2013 issued by M/s R. M. Mimani & Associates LLPPracticing Company Secretaries in the prescribed Form MR-3 is annexed as Annexure-2 to this Report. The said secretarial audit report does not contain anyqualification reservation or adverse remark or disclaimer made by Secretarial Auditor.
Pursuant to the circular issued by the SEBI dated 8 February 2019Secretarial Auditor has also issued the "Annual Secretarial Compliance Report"for the F.Y. 2018-19 and the same was duly submitted to the Stock Exchange(s) in time.
M/s. Siddhant Shah and Associates Practicing Chartered AccountantsMumbai performs the duty as Internal Auditor of the Company for the Financial Year 2018-19and their reports are reviewed by the Audit Committee on quarterly basis and recommendedto the Board. Further M/s. Siddhant Shah and Associates Practicing CharteredAccountants Mumbai continue to act as Internal Auditors of the Company for the FinancialYear 2019-20.
The Company is not covered under the pursuit of Section 148 of theCompanies Act 2013 and accordingly is not required to appoint cost auditor.
17) NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for Directors andSenior Managerial Personnel approved by the Nomination and Remuneration Committee and theBoard. The policy is available at the website of the Company at www.comfortcommotrade.com.The purpose of the Remuneration Policy is to establish and govern the procedureapplicable:
To evaluate the performance of the members of the Board.
To ensure remuneration payable to Directors KMP & other SeniorManagement and strike appropriate balance and commensurate among others with thefunctioning of the Company and its long term objectives.
To retain motivate and promote talent within the Company and to ensurelong term sustainability of the managerial persons and create competitive advantage.
The policy inter-alia covers the Directors' appointment andremuneration Key Managerial Personnel and other Senior Management appointment andremuneration.
18) VIGIL MECHANISM/ WHISTLEBLOWER POLICY
Your Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting the highest standards of professionalismhonesty integrity and ethical behavior. Pursuant to Section 177(9) of the Companies Act2013 and Regulation 4(2)(d)(iv) of the SEBI Listing Regulations a Whistleblower Policyand Vigil Mechanism was established for Directors Employees and Stakeholders to report tothe management instances of unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy The Vigil Mechanism provides amechanism for employees of the Company to approach the Chairman of the Audit Committee orthe Company for redressal. The Whistleblower Policy has been uploaded on the website ofthe Company at www.comfortcommotrade.com.
19) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has revised its Policies on determining materiality ofrelated party transactions and also on dealing with Related Party Transactions inaccordance with the amendments to the applicable SEBI Listing Regulations. The same hasbeen posted on the website of the Company at www.comfortcommotrade.com. During the yearunder review the Company has entered into transactions with related parties as definedunder Section 2(76) of the Companies Act 2013 read with Companies (Specification andDefinitions Details) Rules 2014 all of the which were at arm's length basis and incompliance with the applicable provisions of the Companies Act 2013 and the SEBI ListingRegulations. Omnibus approvals are given by the Audit Committee for the transactionswhich are foreseen and are repetitive in nature on yearly basis. A statement of allRelated Party Transactions is presented before the Audit Committee and the Board on aquarterly basis specifying the nature value and terms & conditions of thetransactions. The said transactions were unanimously confirmed and approved by the AuditCommittee as well as by the Board.
Since there are no Material Related Party transactions the detailsunder form AOC- 2 is not applicable to the Company for FY 2018-19. However the Directorsdraw attention of the members to the Notes of the Standalone Financial Statement whichsets out related party transaction disclosures.
Further the approval of the Shareholders is sought for thetransactions to be entered with the related party(ies) exceeding 10% of the turnover ofthe Company as provided under Rule 15 of the Companies (Meeting of Board and its Power)Rules 2015 for the financial year 2019-20. (Please refer to Item No. 5 of the Notice).The Board recommends the approval of the shareholders for the related party transactions.
20) POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide protection to women against sexualharassment at workplace and thus has in place Policy on Prevention of Sexual Harassment atWorkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. Allemployees (permanent contractual temporary trainees) are covered under this policy.
The Company has complied with provisions relating to the constitutionof Internal Complaints Committee (ICC) in accordance with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andRules framed thereunder. Further the Company had not received any complaints nor thereare any pending complaints under the said act during the financial year 2018-19.
21) EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 the extract of annual return for the financial year ended March 31 2019 in FormMGT-9 under the provisions of 92(3) of the Act is attached as Annexure -3 ofthe Board's Report.
22) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans Guarantee and Investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.
23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable 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.
Internal Financial Controls over Financial Reporting (IFCoFR)
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Statutory Auditors and theInternal Auditors of the Company on the inefficiency or inadequacy of such controls apartfrom the observations mentioned by the Auditors appearing elsewhere in this Report. Basedon the framework of Internal Financial Controls and compliance systems established andmaintained by the Company audit and reviews performed by the Internal Statutory andSecretarial Auditors and the reviews undertaken by the Management and the Audit Committeethe Board is of the opinion that the Company's Internal Financial Controls have beenadequate and effective during the year under review.
24) REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the audit committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's Report.
25) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the Financial Year 2018-19 there were no significant ormaterial orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and operations of the Company in the future except as provided below :
SEBI on March 12 2019 had passed an order in stating that Mr. AnilBeniprasad Agrawal Wholetime Director Mrs Annu Anil Agrawal- Non Executive NonIndependent Director Mr. Bharat Nanubhai Shiroya Non-Executive Non-IndependentDirector Mr. Jugal Chandrakant Thacker - Independent Director of the Company cannot actas Director of any listed Company for a period of 3 Years with effect from July 2019. InCompliance with the SEBI order all the above mentioned Directors of your Company hadresigned from the post of Director with effect from June 29 2019 and New Directors wereinducted on the Board of your Company.
26) BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 the companyhas adequate risk management mechanism and is periodically reviewed by the Board. Themajor risks identified by the business are systematically addressed through mitigatingactions on a continuing basis and cost-effectively risks are controlled to ensure that anyresidual risks are at an acceptable level. Whilst it is not possible to eliminate the riskabsolutely effort is underway to actively promote and apply best practices at all levelsand to all its activities including its dealing with external partners.
Further your Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk-reward trade off.The risk management approach is based on a clear understanding of the variety of risksthat the organization faces disciplined risk monitoring and measurement and continuousrisk assessment and mitigation measures.
27) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (the SEBI Listing Regulations) is presented in a separate section forming part ofthis Annual Report. It provides information about the overall industry structure globaland domestic economic scenarios developments in business operations/ performance of theCompany's various businesses internal controls and their adequacy risk managementsystems and other material developments during the financial year 201819.
28) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
Conservation of Energy and Technology Absorption:
The operations of the Company are entirely service based and thusessentially the Company is non-energy intensive organization. The Company hasoptimization of power usage as well as higher operational efficiency. Further the Companyhas reduced the power consumption during the year through monitoring energy use andinstalling LED lights. The Company's operations does not require significant importof technology.
Foreign Exchange Earnings and Outgo:
Total Foreign Exchange used and earned by the Company is as follows:
|Particulars ||Year Ended 31 March 2019 ||Year Ended 31 March 2018 |
|Foreign Exchange Used ||- ||- |
|Foreign Exchange Earned ||- ||- |
29) HUMAN RESOURCES(HR) AND PARTICULARS OF EMPLOYEES
As on March 31 2019 the Company had a total head count of 17employees. The Directors wish to place on record their appreciation and acknowledgment ofthe efforts and dedication and contributions made by employees at all levels during theyear under review. The Company continues to focus on attracting new talent & help themto acquire new skills explore new roles and realize their potential. The disclosurepertaining to remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure - 4 to this Report.
During the year under review there are no employees who come withinthe purview of Section 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) &5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
30) PREVENTION OF INSIDER TRADING
The Company has amended the Insider Trading Policy with effect fromApril 01 2019 in line with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018. This policy includes policy and procedures for inquiry in case of leakof UPSI or suspected leak of UPSI. The code of conduct and code of fair disclosure framedby the Company have helped in ensuring compliance with the requirements. The amendedpolicy is available on website of the Company at www.comfortcommotrade.com
31) CODE OF CONDUCT
Regulation 17(5) of the SEBI Listing Regulations requires listedcompanies to lay down a code of conduct for its Directors and Senior Managementincorporating duties of directors as laid down in the Companies Act 2013. The Company hasalso adopted a Code of Conduct for Directors and senior management. The Company believesin "Zero Tolerance" against bribery corruption and unethical dealings /behaviors of any form and the Board has laid down the directives to counter such acts. Adeclaration duly signed by the Whole Time Director is given under Corporate GovernanceReport appearing elsewhere as a separate section in this Annual Report. The Policy withRespect to Obligation of Directors & Senior Management is also posted on the websiteof the Company at www.comfortcommotrade.com
32) SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standard SS-1and SS-2 with respect to Board Meetings and General Meetings respectively specified by theInstitute of Company Secretaries of India.
33) CORPORATE SOCIAL RESPONSIBILITY
The Company does not come under the purview of the provisions ofSection 135 of the Companies Act 2013 read with the Rules prescribed therein relating toCorporate Social Responsibility.
Your Board takes this opportunity to place on record our deepappreciation to our shareholders customers business partners vendors bankersfinancial institutions regulatory and government authorities for all the support renderedduring the year under review.
The Directors also thank the Government of India Governments ofvarious states in India and concerned Government departments and agencies for theirco-operation.
The Board places on record sincere gratitude and appreciation for allthe employees at all levels for their hard work solidarity cooperation and dedicationduring the year and their families for making the Company what it is.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||OF COMFORT COMMOTRADE LIMITED |
| ||SD/- |
| ||ANKUR ANIL AGRAWAL |
| ||ADDITIONAL DIRECTOR |
| ||DIN: 06408167 |
|DATE: AUGUST 14 2019 || |
|PLACE: MUMBAI || |