To the Members of the Company
Your Directors have pleasure in presenting the 37th Annual Report on the business andoperations of your Company with Audited Standalone and Consolidated Financial Statementsfor the year ended March 31 2019. The Audited Financial Statements (Consolidated andStandalone) of your Company for the financial year ended March 31 2019 are summarizedbelow:
1) HIGHLIGHTS OF STANDALONE AND CONSOLIDATED FINANCIAL RESULTS:
| || || || ||(In Lacs) |
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||MARCH 31 2019 ||MARCH 31 2018 ||MARCH 31 2019 ||MARCH 31 2018 |
|Revenue from Operations ||718.66 ||733.57 ||718.66 ||733.57 |
|Other operating Income ||3.82 ||1.77 ||3.82 ||1.77 |
|Total Revenue ||722.48 ||735.34 ||722.48 ||735.34 |
|Earnings before Interest Depreciation and Tax (EBIDTA) ||495.13 ||548.21 ||495.13 ||548.21 |
|Finance Cost ||135.55 ||209.02 ||135.55 ||209.02 |
|Depreciation and Amortization Expenses ||0.55 ||0.54 ||0.55 ||0.54 |
|Profit before Tax ||359.03 ||338.65 ||359.03 ||338.65 |
|Current Tax Expenses ||108.13 ||93.85 ||108.13 ||93.85 |
|Deferred Tax ||- ||- ||- ||- |
|Tax of earlier years ||-4.62 ||1.75 ||-4.62 ||1.75 |
|Profit for the Year ||255.52 ||243.05 ||255.52 ||243.05 |
|Earnings Per Share (EPS) ||2.35 ||2.24 ||2.35 ||2.24 |
There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affects the financial position ofthe Company. Based on internal financial control framework and compliance systemsestablished in the Company and verified by the statutory and internal auditors and reviewsperformed by the management and the Audit Committee of the Board your Board is of theopinion that Company's internal financial controls were adequate and effective during thefinancial year 2018-19.
2) CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129 and 133 of Companies Act 2013(hereinafter referred to as "the Act") read with the Companies (Accounts) Rules2014 and Regulation 33 of the Securities and Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable Accounting Standards the Audited Consolidated FinancialStatements of the Company for the financial year 2018-19 together with the Auditors'Report form part of this Annual Report.
The Consolidated and Standalone Financial Statements of the Company for the year endedMarch 31 2019 have been prepared in accordance with applicable Accounting Standards andthe relevant provisions of the Companies Act 2013.
3) FINANCIAL PERFORMANCE
At Standalone and Consolidated Level The Revenue from operation stood at 718.66 Lacscompared with 733.57 Lacs in the Previous Year. The Net Profit for the year stood at255.52 Lacs against 243.05 Lacs reported in the Previous Year.
The Management continues to concentrate its efforts to increase the revenue of theCompany by identifying new opportunities.
In accordance with the provisions contained in Section 136 of the Companies Act 2013the Annual Report of the Company containing therein its Consolidated and StandaloneFinancial Statements are available on the website of the Company at www.comfortfincap.com.Further a detailed analysis of Company's performance is included in the ManagementDiscussion and Analysis which forms part of this Annual report.
The Company has a robust track record of rewarding its members with a generous dividendpayout. During previous financial Year Shareholders had approved the payment of a FinalDividend for the financial year 2017-18 @ of Rs. 0.25/- per Equity Share.
Further based at the financial Performance of the Company for the year 2018-19 andwith a view to conserve financial resources the Directors have not recommended anydividend on equity shares for the year ended on March 31 2019.
5) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOREDUCATION AND PROTECTION FUND (IEPF) AUTHORITY
Pursuant to the applicable provisions of the Act read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (includingany statutory modification(s) and / or reenactment(s) thereof for the time being inforce) the Company will be transferring the dividend and the shares to the IEPF Authorityfor its Dividend Account of the financial year 2011-12 which is due in October 2019. TheCompany will be sending individual correspondence to the shareholders and newspaperadvertisement for claiming the un-paid/unclaimed dividend in respect of which dividend hasnot been en-cashed or claimed by the members for 7 consecutive years or more. Theshareholders are once again requested to claim their un-paid/unclaimed to avoid thetransfer to IEPF Authority.
Members who have not yet en-cashed their Final Dividends from financial year 2011-12and 2012-13 and thereafter are requested to make their claims to the Company / RTA.Members are requested to quote folio numbers / DP ID Client ID in all theircorrespondence.
6) SHARE CAPITAL & LISTING
The paid-up Equity Share Capital of the Company as on March 31 2019 is Rs108513000. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rights orsweat equity shares nor has it granted any stock options during the Financial Year2018-19.
7) TRANSFER TO RESERVES
There was no amount from profit which was transferred to General Reserves during theyear under review.
8) LISTING WITH THE STOCK EXCHANGES
Your Company's equity shares are listed on The BSE Limited. Annual listing fees for theFinancial Year 2018-19 and 2019-20 have been paid to BSE Limited. The Status of Listing ofthe Company is displayed as suspended on the website of Calcutta Stock Exchange Limited.
9) SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
For the period under review your Company has an Associate Company namely LemonadeShares & Securities Private Limited as on March 31 2019. There are no Subsidiaries orjoint venture companies within the meaning of Section 2(87) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of theassociates.
Pursuant to sub-section (3) of section 129 of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 the statement containing the salient feature ofthe financial statement of a company's subsidiary in Form AOC-1 is attached as Annexure- 1 to this Report.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder.
11) MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments occurred after the close of the financial year2018-19 till the date of this Report which affect the financial position of the Companyexcept the resignation of Mr. Anil Agrawal Mr. Bharat Shiroya Mr. Jugal Thacker Mrs.Annu Agrawal - Director(s) of the Company w.e.f. June 29 2019 due to the SEBI order datedMarch 12 2019 which stated that they shall not hold Position as director in any listedCompany for the period of 3 years w.e.f. July 01 2019. Comfort Fincap Limited wasrestrained from accessing the securities market for a period of three years as per theSEBI Order dated April 02 2018.
Further it is hereby confirmed that there has been no change in the nature of businessof the Company.
12) CORPORATE GOVERNANCE
Our Corporate Governance practices are a reflection of our value system encompassingour culture policies and relationships with our stakeholders. Integrity and transparencyare key to our corporate governance practices to ensure that we gain and retain the trustof our stakeholders at all times. Corporate governance is about maximizing shareholdersvalue legally ethically and sustainably.
Pursuant to Listing Regulations a separate chapter titled Corporate Governance'has been included in this Annual Report along with the reports on Management Discussionand Analysis.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the ChiefExecutive Officer (former Managing Director) of the Company is contained in this AnnualReport.
The Chief Executive Officer (former Managing Director) and Chief Financial Officer havecertified to the Board with regard to the financial statements and other matters asrequired under Regulation 17(8) of the Listing Regulations. Certificate from the Auditorsof the Company regarding compliance of conditions of corporate governance is annexed tothis Report.
13) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage and ethnicity that will help us retain our competitive advantage.
Your Company's Board comprises of mix of Executive Non Executive Directors andWoman Director with considerable experience and expertise across a range of fields such asfinance accounts legal secretarial industrial relations personal management andstrategy. Except Executive Director and Independent Directors all other directors areliable to retire by rotation as per the provisions of the Act. It is confirmed that thereis no relationship between the Directors interse except Mr. Anil Agrawal Mr. AnkurAgrawal and Mrs. Annu Agrawal. During the year under review the Non-Executive Directorsof the Company had no pecuniary relationship or transactions with the Company other thansitting fees commission perquisites and reimbursement of expenses incurred by them forthe purpose of attending meetings of the Board / Committees of the Company.
The details of the Directors their meetings held during the year and the extracts ofthe Nomination and Remuneration Policy has been given in the Corporate Governance whichforms part of this Report.
I. Key Managerial Personnel
The following are the Key Managerial Personnel of the Company as on March 31 2019:
|Sr. No. Name of the Person ||Designation |
|1 Mr. Bharat Nanubhai Shiroya* ||Managing Director |
|2 Mrs. Nirmala Kanjar ||Chief Financial Officer |
|3 Mr. Kirit Dharod** ||Company Secretary |
|4 Ms. Nidhi Busa# ||Company Secretary |
*Post Financial Year Mr. Bharat Nanubhai Shiroya has resigned from the office of theManaging Director of the Company with effect from June 29 2019.
Mr. Bharat Nanubhai Shiroya was appointed as Chief Executive Officer of the Companywith effect from June 29 2019.
**During the Year under review Mr. Kirit Dharod has resigned from the Post of CompanySecretary & Compliance Officer with effect from May 15 2018.
#During the year under review Ms. Nidhi Busa was Appointed as Company Secretary andCompliance Officer of the Company w.e.f. January 01 2019 and she reigned w.e.f. April 192019.
II. BOARD OF DIRECTORS
Following were the Directors as on March 31 2019:
|Sr. No. Name of the Person ||DIN ||Category |
|1 Mr. Bharat Nanubhai Shiroya ||00014454 ||Managing Director |
|2 Mr. Anil Beniprasad Agrawal ||00014413 ||Non- Executive Director |
|3 Mrs. Annu Anil Agrawal ||00014487 ||Non- Executive Director |
|4 Mr. Jugal Thacker ||00015460 ||Independent Director |
|5 Mr. Devendra Lal Thakur ||00392511 ||Independent Director |
|6 Mr. Anilkumar Shivkaran Nevatia ||00531183 ||Independent Director |
Further as on the date of this Report and post financial year following changes tookplace in Board of Directors of the Company;
Change in Directorate a) Cessation of Directors
Mr. Anil Shivkaran Nevatia (DIN: 00531183) Independent Director of the Company hasresigned from the post of Director with effect from May 18 2019 due to personal andunavoidable circumstances. Further pursuant to Regulation 30 of SEBI LODR he also statedthat there was no other than mentioned above.
The Board recorded its sincere appreciation for his valuable contribution during hislong association with the Company.
Mr. Bharat Nanubhai Shiroya (DIN: 00014454) Managing Director of the Company Mrs. AnnuAnil Agrawal
(DIN: 00014487) and Mr. Anil Beniprasad Agrawal (DIN:00014413) - Directors of theCompany have resigned from the post of Director on account of SEBI order dated March 122019 which stated that they shall not hold position as Director in any listed company fora period of three years with effect from July 01 2019.
Accordingly in compliance with the order they have resigned with effect from theclosure of the working hours of June 29 2019. The Board recorded its sincere appreciationfor their valuable contribution during their long association with the Company.
Mr. Jugal Chandrakant Thacker (DIN: 00015460) Independent Director of the Company hasresigned from the post of Independent Director on account of SEBI order dated March 122019 which stated that he shall not hold position as Director in any listed company for aperiod of three years with effect from July 01 2019. Accordingly in compliance with theorder he resigned with effect from the closure of the working hours of June 29 2019.
Further pursuant to Regulation 30 of SEBI LODR he also stated that there was no othermaterial reason other than the SEBI order.
The Board recorded its sincere appreciation for their valuable contribution during hislong association with the Company.
b) Appointment/Re-appointment of Directors
Pursuant to Regulation 17 of SEBI LODR and based on recommendation of Nomination andRemuneration Committee and Board at its meeting held on June 29 2019 appointed Mr. MilinJagdish Ramani (DIN:07697636) and Mr. Ankur Anil Agrawal (DIN: 06408167) as AdditionalDirector with effect from June 29 2019 to hold office up to the date of forthcomingAnnual General Meeting.
Further Subject to approval of Shareholders at ensuing Annual General Meeting it isproposed to appoint Mr. Ankur Anil Agrawal and Mr. Milin Ramani as Directors of theCompany in the category of Non-Executive Non-Independent and Non-Executive Independentrespectively w.e.f. June 29 2019. The Company has received requisite declarations fromthem.
Details about the Directors being appointed are given in the Notice of the forthcomingAnnual General Meeting.
c) Director liable to retire by rotation:
Pursuant to provisions of section 152(6) none of the directors of the company areliable to retire by rotation at 37th AGM as Mr. Devendra Lal Thakur being an IndependentDirector is not liable to retire by rotation and other two directors namely Mr. AnkurAgrawal and Mr. Milin Ramani are proposed to be appointed at the 37th AGM as NonExecutive Non Independent Director and Non Executive Independent Director respectively.
d) Change in Key Managerial Personnel
During the year under review Mr. Bharat Nanubhai Shiroya resigned as ManagingDirector of the Company with effect from June 29 2019.
During the year under review Mr. Kirit Dharod Company Secretary and ComplianceOfficer of the Company has tendered her resignation with effect from May 15 2018.
During the year under review Ms. Nidhi Busa was Appointed as Company Secretaryand Compliance Officer of the Company w.e.f. January 01 2019 and she reigned w.e.f. April19 2019.
After the end of Financial Year i.e on June 29 2019 the Board of Directorsbased on the recommendation of Nomination and Remuneration Committee appointed Mr. BharatNanubhai Shiroya as Chief Executive Officer of the Company with effect from July 01 2019.
There was no other change in the Directors and Key Managerial Personnel during the yearunder review.
Further None of the Directors are disqualified for being appointed as the Director ofthe Company in terms of Section 164 of the Companies Act 2013.Further the Company afterdue assessment took on record the necessary declaration received from the IndependentDirectors under Section 149(7) of the Companies Act 2013 that they meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI Listing Regulations and also in the opinion of the Board and asconfirmed by the Director they fulfill the conditions specified in Section 149 of theCompanies Act 2013 and the Rules made thereunder.
III. Declaration by an Independent Director(s)
The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Section 149(6) of the Companies Act 2013 as amended andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (SEBI LODR) as amended.
In terms of Regulation 25(8) of the SEBI LODR the Independent Directors have confirmedthat they are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission perquisites and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committees of the Company.
IV. Director's Evaluation
In terms of the requirement of the Companies Act 2013 and Regulation 4 (2)(f) of SEBILODR an annual performance evaluation of the Board is undertaken where the Board formallyassesses its own performance with the aim to improve the effectiveness of the Board andthe Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Independent Director being evaluated.
The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process based on the recommendation of the Nomination& Remuneration Committee.
V. Induction and Familiarization Programme for Directors
The Familiarization Programme for Independent Directors which also extends to otherNon-Executive Directors aims to familiarize them with the Company nature of the industrybusiness model processes & policies compliances etc. and seeks to update them onthe roles responsibilities rights and duties under the Companies Act 2013 and the SEBIListing Regulations and other applicable statutes. The details of the induction andfamiliarization programme for the Directors are given in the Corporate Governance Reportwhich forms part of the Annual Report.
VI. Committees of the Board of Directors
As on March 31 2019 the Board had three Committees: Audit Committee Nomination andRemuneration Committee and Stakeholder Relationship Committee. A detailed note on theCommittees and meetings of those committees held during the year is provided in theCorporate Governance Report forming part of this Report.
14) DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to sub- section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained /received from the operating management your Directors make the following statement andconfirm that -
i. In the preparation of the Annual Standalone and Consolidated Financial Statementsfor the year ended March 31 2019 the applicable accounting standards have been followedand there are no material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during Financial Year 2018-19.
15) AUDIT COMMITTEE
The details pertaining to composition and other particulars of Audit Committee areincluded in the Corporate Governance Report which forms a part of this Report.
The Company's Statutory Auditors M/s. A. R. Sodha & Co. Chartered Accountants(FRN 110324W) were appointed as Statutory Auditors of the Company for a period of 5consecutive years till the conclusion of the 40th AGM subject to ratification by membersevery year. Further pursuant to the provisions Section 139 of the Act and the Companies(Amendment) Act 2018 effective from 7 May 2018 the requirement of seeking ratificationfrom the members for the continuation of re-appointment of the Statutory Auditors has beenwithdrawn from the Statute.
M/s. A. R. Sodha & Co. Chartered Accountants (FRN 110324W) has confirmed theireligibility and consent under Sections 139 and 141 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of theCompany for the financial year 20192020. In terms of the SEBI Listing Regulationsthe Auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the ICAI. Further the report of the Statutory Auditors along with thenotes is enclosed with the Financial Statements. The Auditors have issued modified opinionon the Financial Statements for the financial year ended 31 March 2019 as mentionedbelow:
The Auditors have issued Qualified opinion on the Financial Statements for thefinancial year ended 31 March 2019 as mentioned below:
The Company has not provided for defined benefit obligation in the nature of gratuitybased on the requirement of Ind AS 19 i.e. "Employee Benefit" which requiresdefined benefit obligation to be recognized based on actuarial valuation basis. In absenceof valuation we are unable to quantify the impact of above on the net profit for the yearand liabilities as on reporting date.
For-payment of gratuity it is accounted-for on payment basis.
Further the Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013.
The Auditors' Report is enclosed with the financial statements in this Annual Report.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has re-appointed M/s R. M. Mimani & Associates LLP PracticingCompany Secretaries as Secretarial Auditor to undertake the secretarial audit of theCompany for financial year 2019-20.
The Secretarial Audit Report for the financial year ended 31st March 2019 underCompanies Act 2013 issued by M/s R. M. Mimani & Associates LLP Practicing CompanySecretaries in the prescribed form MR-3 is annexed to this Report. The report of theSecretarial Auditors for the financial year 2018 19 is annexed as Annexure - 2to this report. The report is self-explanatory and contains some qualificationreservation and adverse remarks as mentioned below:
(i) During the period from May 15 2018 to December 31 2018 of the financial year theoffice of the Company Secretary & Compliance officer of the Company was remainedvacate.
During the year under review Ms. Nidhi Busa was Appointed as Company Secretary andCompliance Officer of the Company w.e.f. January 01 2019 and she reigned w.e.f. April 192019.
Pursuant to the circular issued by the SEBI dated 8 February 2019 Secretarial Auditorhas also issued the "Annual Secretarial Compliance Report" for the F.Y. 2018-19and the same was duly submitted to the stock exchange(s) in time.
M/s. Siddhant Shah & Co. Practicing Chartered Accountants Mumbai performed theduties of internal auditors of the Company for 2018-19 and their report is reviewed by theAudit Committee from time to time. Further Board of Directors of the Company withrecommendation of Audit Committee has appointed M/s. Siddhant Shah & Co as anInternal Auditors of the Company for the F.Y 2019-20.
The Company is not covered under the pursuit of section 148 of the Companies Act 2013and accordingly is not required to appoint cost auditor.
17) NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for Directors and SeniorManagerial Personnel approved by the Nomination and Remuneration Committee and the Board.The policy is available at the website of the Company at www.comfortfincap.com. Thepurpose of the Remuneration Policy is to establish and govern the procedure applicable:
To evaluate the performance of the members of the Board.
To ensure remuneration payable to Directors KMP & other senior Managementstrike appropriate balance and commensurate among others with the functioning of theCompany and its long term objectives.
To retain motivate and promote talent within the Company and to ensure long termsustainability of the managerial persons and create competitive advantage.
The policy inter-alia covers the Directors' appointment and remuneration KeyManagerial Personnel and other senior management appointment and remuneration.
18) VIGIL MECHANISM/ WHISTLEBLOWER POLICY
Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour.
Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the SEBI ListingRegulations a Whistleblower Policy and Vigil Mechanism was established for directorsemployees and stakeholders to report to the management instances of unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Vigil Mechanism provides a mechanism for employees of the Company to approach theChairman of the Audit Committee of the Company for redressal.
The Company has an effective Vigil Mechanism named Whistleblower Policy' to dealwith instances of fraud and mismanagement if any to promote reporting of any unethicalor improper practice or violation of the Company's Code of Conduct or complaints regardingaccounting auditing internal controls or disclosure practices of the company. It gives aplatform to the Whistle Blower to report any unethical or improper practice (notnecessarily violation of law) and to define processes for receiving and investigatingcomplaints.The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.comfortfincap.com.
19) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review all contracts / arrangements / transactionsentered into by the Company with related parties were in ordinary course of business andon an arm's length basis.
All Related Party Transactions are placed before the Audit Committee for its review andapproval on quarterly basis. There are no materially significant Related PartyTransactions made by the Company with Directors or Key Managerial Personnel etc. whichmay affect the interest of the Company. Further an omnibus approval of the AuditCommittee is obtained for the Related Party Transactions which are repetitive in natureand the management apprises the Audit Committee of such transaction every quarter.
The details of contracts and arrangements with related parties of your Company for thefinancial year under review are given in notes to the Financial Statements forming partof this Annual Report.
Disclosures as required under the Act are given in the Form AOC 2 as Annexure- 3 to this report.
Further the approval of the Shareholders is sought for the transactions entered/to beentered with the related party(ies) exceeding 10% of the turnover of the company asprovided under Rule 15 of the Companies (Meeting of Board and its Power) Rules 2015 forthe financial year 2018-19 and 2019-20. (Please refer to Item No. 4 of the Notice). TheBoard recommends the approval of the shareholders for the related party transactions.
Further Your Company has revised its Policies on determining materiality of relatedparty transactions and also on dealing with Related Party Transactions in accordance withthe amendments to the applicable provisions of the SEBI Listing Regulations. The same hasbeen posted on the website of the Company at www.comfortfincap.com.
20) POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide protection to women against sexual harassment atworkplace and thus has in place Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH) and Rules framed thereunder. All employees(permanent contractual temporary trainees) are covered under this policy. The Companydid not receive any complaint during the financial year 2018-19.
21) EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Act the extract of annualreturn for the financial year ended March 31 2019 in Form MGT-9 under theprovisions of 92(3) of the Act is attached as Annexure - 4 of the Board's Report.Annual return referred to in Section 92(3) of the Act is also available on the website ofthe Company at www.comfortfincap.com. Any member who is interested in obtaining a copy ofthe Annual Report may write to the Company at the Corporate Office of the Company.
22) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans Guarantee and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has sound internal financial controls commensurate to the size and natureof its business. The Company periodically reviews the internal financial controls in thelight of new statutes. During the year such controls were tested and no material weaknessin their design of operations was observed. The internal financial controls with referenceto the financial statements were adequate and operating effectively. Refer toInternal control systems and their adequacy' in Management's discussion and analysisin this Annual Report.
24) REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe 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 or material orders passedby the Regulators or Courts or Tribunals impacting the going concern status and operationsof the Company in the future except as provided below :
SEBI on March 12 2019 had passed an order in the Matter of RaviKumar DistilleriesLimited stating that Mr. Anil Beniprasad Agrawal Wholetime Director Mrs. Annu AnilAgrawal- Non Executive Non Independent Director Mr. Bharat Nanubhai Shiroya - NonExecutive Non Independent Director Mr. Jugal Chandrakant Thacker - Independent Directorof the Company cannot become Director of any listed Company for a period of 3 Years witheffect from July 2019. In Compliance with the SEBI order all the above mentionedDirectors of your Company had resigned from the post of Director with effect from June 292019 and New Directors were inducted on the Board of your Company.
SEBI vide its order dated April 02 2018 restrained Comfort Fincap Limited fromaccessing the securities market for a period of three years.
26) BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has adequaterisk management mechanism and is periodically reviewed by the Board. The major risksidentified by the business are systematically addressed through mitigating actions on acontinuing basis and cost-effectively risk are controlled to ensure that any residualrisks 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 which aims at enhancingshareholders' value and providing an optimum risk-reward trade off. The risk managementapproach is based on a clear understanding of the variety of risks that the organizationfaces disciplined risk monitoring and measurement and continuous risk assessment andmitigation measures.
27) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (theSEBI Listing Regulations) is presented in a separate section forming part of this AnnualReport. It provides details about the overall industry structure global and domesticeconomic scenarios developments in business operations/ performance of the Company'svarious businesses internal controls and their adequacy risk management systems andother material developments during the financial year 201819.
28) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The operations of the Company are entirely service based and thus essentially theCompany is non-energy intensive organization. The Company has optimization of power usageas well as higher operational efficiency. Further the Company has reduced the powerconsumption during the year through monitoring energy use and installing LED lights. TheCompany's operations do not require significant import of 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 10 employees. The Directorswish to place on record their appreciation and acknowledgment of the efforts anddedication and contributions made by employees at all levels during the year under review.The Company continues to focus on attracting new talent & help them to acquire newskills explore new roles and realize their potential.
The disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - 5 tothis Report.
During the year under review there are no employees who come within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
30) PREVENTION OF INSIDER TRADING
The Company has amended the Insider Trading Policy with effect from April 01 2019 inline with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. Thispolicy includes policy and procedures for inquiry in case of leak of UPSI or suspectedleak of UPSI. The code of conduct and code of fair disclosure framed by the Company havehelped in ensuring compliance with the requirements.
The amended policy is available on our website at www.comfortfincap.com.
31) CODE OF CONDUCT
Regulation 17(5) of the SEBI Listing Regulations requires listed companies to lay downa code of conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has also adopted a Code ofConduct for Directors and senior management. The Company believes in "ZeroTolerance" against bribery corruption and unethical dealings / behaviors of any formand the Board has laid down the directives to counter such acts. A declaration duly signedby the Managing Director is given under Corporate Governance Report appearing elsewhere asa separate section in this Annual Report. The Policy with Respect to Obligation ofDirectors & Senior Management is also posted on the website of the Company atwww.comfortfincap.com
32) CORPORATE SOCIAL RESPONSIBILITY
Your Company's profits net worth and turnover are far below the criteria as mentionedin Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014. Hence the CSR provisions are not applicable to theCompany during the F.Y. 2018-19.
33) SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 withrespect to Board Meetings and General Meetings respectively specified by the Institute ofCompany Secretaries of India.
Your Board takes this opportunity to place on record our deep appreciation to ourshareholders customers business partners vendors bankers financial institutionsregulatory and government authorities for all the support rendered during the year underreview.
The Directors also thank the Government of India Governments of various states inIndia and concerned Government departments and agencies for their co-operation.
The Board places on record sincere gratitude and appreciation for all the employees atall levels for their hard work solidarity cooperation and dedication during the year andtheir families for making the Company what it is.
| ||BY ORDER OF THE BOARD OF DIRECTORS OF COMFORT FINCAP LIMITED |
| ||Sd/- |
| ||ANKUR ANIL AGRAWAL |
|DATE : AUGUST 14 2019 ||ADDITIONAL DIRECTOR |
|PLACE : MUMBAI ||DIN: 06408167 |