To the Members of the Company
Your Directors are pleased to present the Tenth Annual Report on the business andoperations of the Company with Audited Financial Statements for the year ended March 312017. The Financial Results of the Company are summarized below:
(Rs. In Lacs)
|PARTICULARS ||STANDALONE ||STANDALONE ||CONSOLIDATED ||CONSOLIDATED |
| ||YEAR ENDED MARCH 31 2017 ||YEAR ENDED MARCH 31 2016 ||YEAR ENDED MARCH 31 2017 ||YEAR ENDED MARCH 31 2016 |
|Total Revenue ||548.03 ||258.40 ||968.02 ||488.03 |
|Profit Before Depreciation and Taxes ||105.34 ||44.76 ||112.06 ||197.26 |
|Less: Depreciation ||(2.73) ||(2.98) ||(2.73) ||(2.98) |
|Less: Provision for || || || || |
|(a) Income Tax ||(27.51) ||(12.31) ||(27.51) ||(12.31) |
|(b) Deferred Tax ||0.14 ||(0.0023) ||0.14 ||(0.0023) |
|Income Tax paid of earlier years ||1.15 ||2.69 ||1.15 ||2.69 |
|Total Tax Expenses ||26.22 ||9.63 ||26.22 ||9.63 |
|Profit / (Loss) for the year ||76.39 ||32.15 ||83.10 ||184.65 |
|Add: Brought forward from last year ||121.45 ||113.35 ||302.92 ||142.32 |
|Distributable Profits ||197.84 ||145.50 ||386.02 ||326.97 |
|Appropriated as under: || || || || |
|Transfer to Special Reserve ||- ||- ||- ||- |
|Depreciation Adjustment ||- ||- ||- ||- |
|Proposed Equity Dividend ||(20.04) ||(20.04) ||(20.04) ||(20.04) |
|Tax on Distributed Profits ||(4.08) ||(4.01) ||(4.08) ||(4.01) |
|Balance Carried Forward to ||173.72 ||121.45 ||361.90 ||302.92 |
|Balance Sheet || || || || |
Total Revenue stood at Rs.548.03 Lacs for fiscal 2017
Profit before Tax for fiscal 2017 is Rs. 102.61 Lacs
Profit After Tax for fiscal 2017 is Rs. 76.39 Lacs
Basic earning per share for fiscal 2017 is Rs. 0.76 per share
Recommend Dividend for the Financial Year 2016-17 on Equity Shares of Rs.10/-each at Re. 0.20 paise per Equity Share equivalent to 2% of the paid-up capital of thecompany aggregating to Rs. 2004000/- (Rupees Twenty Lacs Four Thousand Rupees Only.)
Total Revenue stood at Rs. 968.02 Lacs for fiscal 2017
Profit before Tax for fiscal 2017 is Rs. 109.32 Lacs
Profit After Tax for fiscal 2017 is Rs. 83.10 Lacs
Basic earning per share for fiscal 2017 is Rs. 0.83 per share
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association Mrs. Annu Agrawal Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for reappointment.
In accordance with the provisions of Sections 196 203 and other applicable provisionsof the Companies Act 2013 and the Rules made thereunder and as recommended by theNomination and Remuneration Committee of the Board and subject to the approval of theshareholders the Board of Directors at its meeting held on May 20 2017 reappointed Mr.Anil Agrawal (DIN: 00014413) as the Whole-time Director of the Company with effect fromApril 24 2017 for a period of Five years.
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 Obligations and Disclosure Requirements) Regulations 2015.
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 Requirements) 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 Four 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 DisclosureRequirements) Regulations 2015 were adhered to while considering the time gap between twomeetings.
(iii) 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
Mr. Yogesh Bharti has resigned from the office of Chief Financial Officer ofFatehchandka was appointed as Chief Financial Officer of the Company with effect fromAugust 6 2016. Ms. Vrunda Jani has resigned from office of Company Secretary &Compliance Officer of the Company with effect from November 5 2016 and Ms. Himisha Patelwas appointed as Company Secretary & Compliance Officer of the Company with effectfrom May 20 2017 and has resigned with effect from July 21 2017.
Your directors are pleased to recommend dividend for the Financial Year 2016-17 onEquity Shares of Rs. 10/-each at Re. 0.20 paise per Equity Share equivalent to 2% of thepaid-up share capital of the company aggregating to Rs. 2004000/- (Rupees Twenty LacsFour Thousand Rupees Only)
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has two Wholly Owned Subsidiaries Companies viz. M/s Shyam Trade Link Pte.Ltd in Singapore incorporated as on December 31 2013 and M/s Anjali Tradelink FZE inU.A.E. incorporated as on January 28 2014. The company does not have holding or associatecompanies during the year and no other company has become holding / subsidiary/ jointventure.
Pursuant to sub-section (3) of section 129 of the Companies Act 2013 the statementcontaining the salient feature of the financial statement of a company's subsidiary orsubsidiaries associate company or companies and joint venture or ventures in Form AOC-1is attached to this report as Annexure - 1.
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 2017 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 312017 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 term of the existing Statutory Auditors M/s Bansal Bansal & Co. CharteredAccountants is upto the conclusion of this Annual General Meeting (AGM) and hence theBoard of Directors has based on the recommendation of the Audit Committee at its meetingheld on August 5 2017 proposed the appointment of M/s Gupta Shyam & Co. CharteredAccountants (Firm Registration No. 103450W) as the Statutory Auditors of the Company fora period of five years to hold office from the conclusion of this AGM till the conclusionof the Fifteenth Annual General Meeting of the Company to be held in the calendar year2022 subject to ratification of their appointment at every Annual General Meeting if sorequired under the Act.
(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 2016-17. The report of theSecretarial Auditors is enclosed as Annexure - 2 to this report.
(iii) Internal Auditor
M/S SARA & Associates Chartered Accountants have performed their duties as anInternal Auditors of the company for the F.Y 2016-17 and their report is reviewed by theAudit Committee from time to time. Further Board of Directors of the Company hasappointed M/s. SARA & Associates Chartered Accountants as an Internal Auditors of thecompany for the F.Y 2017-18.
COMMENTS ON AUDITOR'S REPORT
(i) Statutory Auditor
No comments received from Statutory Auditors as they give non-qualified opinion.
(ii) Secretarial Auditor
No comments received from Secretarial Auditors as they give non-qualifiedopinion.
The Company is not required to undertake the Cost Audit as required under Section 148of the Companies Act 2013.
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 Act2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to promote reporting of any unethical or improper practice or violationof the company's Code of Conduct or complaints regarding accounting auditing internalcontrols or disclosure practices of the company. It gives a platform to the whistle blowerto report any unethical or improper practice (not necessarily violation of law) and todefine processes for receiving and investigating complaints.
The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.comfortcommotrade.com.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year were atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with promoters directors keymanagerial personnel or other designated persons which may have a potential conflict withthe interest of the company at large. All related party transactions are placed before theAudit Committee for approval. Prior omnibus approval of the Audit Committee is obtained ona quarterly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted and a statementgiving details of all related party transactions is placed before the Audit Committee fortheir approval on a quarterly basis. The policy on Related Party Transactions as approvedby the Board is uploaded on the company's website at www.comfortcommotrade. com. Relatedparty transactions under Accounting Standard - AS18 are disclosed in the notes to thefinancial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3)of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 isfurnished as Annexure - 3 to this report.
ANTI-SEXUAL HARASSEMENT POLICY
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.
During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employees of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on March 31 2017 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 2017 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 Company'swebsite 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
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) / 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 1975in respect of employees and Directors of the Company during the year ended March 31 2017is furnished hereunder:
|Sr. No ||Chartered Accountants ||Designation ||Remuneration 2016-17 ||Remuneration 2015-16 ||Increase/ Decrease ||Ratio/Times per median of employee remuneration |
|1 ||Mr. Yogesh Bharti* ||Chief Financial Officer ||Rs 42006/- ||Rs 141302/- ||Rs -99296/- ||0.14 |
|2 ||Ms.Natasha Fatehchandka** ||Chief Financial Officer ||Rs 233749/- ||- ||Rs +233749/- ||0.78 |
|3 ||Ms. Vrunda Jani*** ||Company Secretary ||Rs 195772/- ||Rs 95913/- ||Rs +99859/- ||0.65 |
*Mr. Yogesh Bharti has resigned as Chief Financial Officer (CFO) with effect fromAugust 6
**Ms Natasha Fatehchandka was appointed as Chief Financial Officer (CFO) with effectfrom August 6 2016.
***Ms. Vrunda Jani was appointed as Company Secretary and Compliance Officer witheffect from December 1 2015 and has resigned as Company Secretary and Compliance Officerwith effect from November 5 2016.
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 2016-17 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.
Statutory Auditors Certificate of the company M/s. Bansal Bansal & Co.confirming compliance with the conditions of Corporate Governance stipulated in Regulation27 of the Listing SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed to the report on Directors' Report as Annexure - 6.
The Company has not accepted any fixed deposits as on March 31 2017 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 is regular in payment of listing fee.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34(2)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and requirements of CompaniesAct 2013 the Cash flow Statement for the year ended March 31 2017 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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The implementation of CSR activities pursuant to the provisions of Section 135 andSchedule VII of the Companies Act 2013 are not applicable to the Company.
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/- ||Sd/- |
|Place : Mumbai ||Anil Agrawal ||Bharat Shiroya |
|Date : August 5 2017 ||Whole-time Director ||Director |