To the Members of the Company
Your Directors are pleased to present the 26th Annual Report on the business andoperations of the Company along with the Audited Financial Statements (Consolidated andStandalone) for the financial year ended March 31 2020. :
1. HIGHLIGHTS OF CONSOLIDATED AND STANDALONE FINANCIAL RESULTS:
(Rs. In Lakhs)
|Particulars || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Total Revenue ||8346.51 ||5426.96 ||8346.51 ||5426.96 |
|Total Expenses ||8356.78 ||5341.08 ||8356.78 ||5341.08 |
|Profit/(loss) before tax ||-10.28 ||85.88 ||-10.28 ||85.88 |
|Profit/(loss) after Tax ||-63 ||76.23 ||-63 ||76.23 |
|Share of Profits/Loss of Associates ||(158.72) ||(64.38) ||- ||- |
|Other comprehensive income ||(310.03) ||(175.33) ||(300.02) ||(200.28) |
|Total comprehensive income ||(531.74) ||(163.47) ||(363.01) ||(124.05) |
|Earnings Per Share (EPS) ||-0.69 ||0.04 ||-0.20 ||0.24 |
2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
On a Consolidated basis the Company registered a revenue from operations of Rs.8346.51 lakhs for the year ended March 31 2020 as compared to Rs. 5426.96 lakhs in theprevious financial year ended March 31 2019. The Company registered a Loss of Rs. 531.74lakhs for the year ended March 31 2020 as compared to Rs.163.47 lakhs in the previousfinancial year ended March 31 2019. Further details are included in notes to Accounts ofConsolidated Financial Statement.
On a Standalone basis the Company registered a revenue from operations of Rs. 8346.51lakhs for the year ended March 31 2020 as compared to 5426.96 lakhs in the previousfinancial year ended March 31 2019. The Company registered a Loss of Rs. 363.01 lakhs forthe year ended March 31 2020 as compared to Rs. 124.05 lakhs in the previous financialyear ended March 31 2019. Further details are included in notes to Accounts of StandaloneFinancial Statement.
The Consolidated and Standalone Financial Statements of the Company for the year endedMarch 31 2020 have been prepared in accordance with Indian Accounting Standards (IND-AS)the relevant provisions of the Companies Act 2013 and based on the Audited FinancialStatements of its Associate Companies which have been reviewed by the Statutory Auditors.
During the period under review the following events occurred which is likely to haveimpact of the operations of the Company:
Appellate Authority of NBFC Registration Ministry of Finance Government of India videits order no. F.No.11/11/2014/BO-II/BOA-Vol-II dated February 14 2019 has rejected theappeal filed by the Company against the order dated 28.09.2018 passed by the RBI Mumbaifor cancellation of Certificate of Registration of NBFC of Comfort Intech Limited.Further Company had filed an Extra-Ordinary Writ Petition before the Hon'ble High CourtDelhi against the above referred order of the Appellate Authority. On September 25 2019the Company had withdrawn the writ Petition in the High Court of Delhi at New Delhi withliberty to approach to RBI for necessary relief. The Company is seeking further legaladvice.
Company was restrained from accessing the securities market and further prohibition onbuying selling or otherwise dealing in securities directly or indirectly or beingassociated with the securities market in any manner whatsoever for a period of threeyears from the date of the SEBI Order no. WTM/GM/EFD/1/2018-19 dated April 02 2018 inmatter of First Financial Services Ltd. Appeal was made before Securities AppellateTribunal Mumbai and on September 27 2019 SAT order was passed stating that the restraintorder will come to end from the date of the order.
SEBI vide adjudicating order dated August 21 2020 has imposed a penalty of Rupees OneCrore in the matter of Ravi Kumar Distilleries Limited. The Company is in process offiling appeal with the Securities Appellate Tribunal against the same.
In accordance with the provisions of Section 136 of the Companies Act 2013 the AnnualReport of the Company containing therein its Consolidated and Standalone FinancialStatements are available on the website of the Company at web linkhttp://www.comfortintech.com/Investorrelation. Further a detailed analysis of Company'sperformance is included in the Management Discussion and Analysis which forms part ofthis Annual report.
3. COVID-19 IMPACT
In the last month of financial year the COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lock-downs for whole economic activitythroughout the Country. For the Company the focus immediately shifted to ensuring thehealth and well-being of all employees and on minimizing disruption to services for allour customers globally.
During the ongoing COVID-19 pandemic our offices have been fumigated / disinfectedregularly. Work from home (WFH) has been enabled for a large number of employees; only forcritical processes a limited staff has worked at offices following all the guidelinesprescribed by the relevant authorities. These guidelines included temperature checks atentry points compulsory social distancing wearing of masks hand sanitiser stationsregular sanitisation of high-touch surfaces like table tops mouse keyboard staircaserailings lift buttons etc.; re-arranging of canteen seats assigning workstations in sucha way that social distancing is observed even while working; providing pick-up and drop insanitised vehicles etc. Further pursuant to SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84 issued by the Securities and Exchange Board of India dated May 202020 the Company has made Disclosure of material impact of COVID19 pandemic to theStock Exchange.
Based on Company's Financial performance for the year 2019-20 and in order to conserveresources to face the challenges and the contingencies due to current pandemic the Boardof Directors have not recommended any dividend on equity shares for the financial year2019-20.
5. SHARE CAPITAL & LISTING
During the year under review there have been no change in the share capital of theCompany. The paid-up Equity Share Capital of the Company as on March 31 2020 was Rs319938080. Further there was no public issue rights issue bonus issue orpreferential issue etc. during the year. The Company has not issued shares withdifferential voting rights or sweat equity shares nor has it granted any stock optionsduring the Financial Yearn 2019-20.
6. LISTING WITH THE STOCK EXCHANGES
Your Company's equity shares are listed on The BSE Limited. Annual listing fees for theFinancial Year 2019-20 & 2020-21 have been paid to BSE Limited (The Stock Exchange)were the shared of the Company are listed.
7. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOREDUCATION AND PROTECTION FUND (IEPF) AUTHORITY
Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (including any statutory modification(s) and / or reenactment(s) thereof for thetime being in force) during the year under review the unpaid/unclaimed dividend for thefinancial year 2011-12 and 31499 shares for which no dividend was claimed for sevenconsecutive years were transferred to the IEPF Authority established by the CentralGovernment. The list of shareholders whose shares and dividends were transferred to IEPFAuthority is available on the website of the Company at www.comfortintech.com.
Further the Members may note that the Company will be transferring unpaid/unclaimeddividend and the shares to the IEPF Authority for its Dividend Account of financial year2012-13 which is due in October 2020. The Company will be sending individualcorrespondence to respective shareholders and will be publishing newspaper advertisementfor claiming the unpaid/unclaimed dividend in respect of which dividend has not beenen-cashed or claimed by the members for 7 consecutive years or more. The shareholders areonce again requested to claim their unpaid/unclaimed dividend to avoid the transfer toIEPF Authority .
Members who have not yet en-cashed their Final Dividends from financial year 2012-13and 2013-14 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.
8. TRANSFER TO RESERVES
There was no amount from statement of profit or loss which was transferred to GeneralReserves during the year under review. The closing balance of the retained earnings of theCompany for F.Y. 2019-20 after all appropriation and adjustments was Rs. 6555.18 lakhs.
Your Company has not accepted any deposits and as such no amount on account ofprincipal or interest on public deposit under section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.
10. MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments occurred after the close of the financial year2019-20 till the date of this Report which affect the financial position of the Companyexcept the impact of Covid-19 Pandemic. However during the period under review. Mr. AnilBeniprasad Agrawal Mr. Bharat Shiroya Mrs. Annu AniI Agrawal and Mr. Jugal Thacker hasresigned as Director of the Company w.e.f June 29 2019 due SEBI's order dated March 122019 (WTM/GM/ EFD/99/2018-19) witch stated that they shall not hold position as Directorin any listed Company for the period of three year with w.e.f. July 01 2019.
Further it is hereby confirmed that there has been no change in the nature of businessof the Company.
11. THE MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report in terms of the provisions of Regulation 34required with schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 in enclosed as part of this report.
12. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES:
The Company does not have any Holding Joint Venture or Subsidiary Company nor have anyjoint operations during the year under review but it has three Associate Companiesnamely Lemonade Shares and Securities Private Limited Comfort Securities Limited andLiquors India Limited and pursuant to the provisions of Section 129(3) of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 the statementcontaining salient features of the Financial Statements of all the associate companies andtheir contribution to overall performance of the Company are provided in Form AOC-1which is annexed as Annexure 1 to the report.
13. MATERIAL SUBSIDIARY:
For the period under review there are no material subsidiaries of the Company.
14. BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL'S:
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.
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. BOARD OF DIRECTORS
Following were the Directors as on March 31 2020:
|Sr. No. ||Name ||DIN ||Designation |
|1. ||Mr. Ankur Agrawal ||06408167 ||Executive Director |
|2. ||Mr. Devendra Lal Thakur ||00392511 ||Non-executive Independent Director |
|3. ||Mr. Milin Ramani ||07697636 ||Non-executive Independent Director |
|4. ||Ms. Divya Padhiyar ||08598655 ||Additional Director (Non-executive Independent Woman Director) |
Further following changes took place in Board of Directors of the Company in financialyear 2019-20 :
a. Change in Directors:
The Board of Directors of the Company at their Meeting held on June 29 2019have considered and approved the appointment of Mr. Ankur Agrawal and Mr. Milin Ramani asAdditional Directors of the Company in the category of Non-Executive Non-Independent andNon-Executive Independent Director respectively w.e.f. June 29 2019 which is approvedand recommended by Nomination and Remuneration Committee. Further at 25th Annual GeneralMeeting Mr. Ankur Agrawal and Mr. Milin Ramani were regularized as Non executiveNon-Independent and Non-Executive Independent Directors respectively. The Company hasreceived requisite declarations from them. There was change in designation of AnkurAgrawal w.e.f. October 23 2019 as Executive Director.
Pursuant to Regulation 17 of the SEBI Listing Regulations read with section149 of the Companies Act 2013 and based on recommendation of Nomination and RemunerationCommittee the Board of Directors of the Company at there meeting held on October 222019 appointed Ms. Divya Padhiyar (DIN: 08598655) as an Additional Woman Director witheffect from October 30 2019 to hold office up to the date of forthcoming Annual GeneralMeeting.
Further it is proposed to regularize her as independent Director of the Company atensuing Annual General Meeting of the Company. The Company has received requisitedeclarations from her.
Details about the Director being appointed/re-appointed are given in the Notice of theforthcoming Annual General Meeting.
The Board of Directors had accepted and noted the resignation of:
|Sr. No. ||Name of Director ||DIN ||Designation ||Date of Resignation |
|1 ||Mr. Anilkumar Nevatia ||00531183 ||Independent Director ||May 18 2019 |
|2 ||Mr. Anil Agrawal ||00014413 ||Managing Director ||June 29 2019 |
|3 ||Mr. Bharat Shiroya ||00014454 ||Whole Time Director ||June 29 2019 |
|4 ||Mrs. Annu Agrawal ||00014487 ||Non-Executive Director ||June 29 2019 |
|5 ||Mr. Jugal Thacker ||00015460 ||Independent Director ||June 29 2019 |
The resignation of Mr. Anilkumar Nevatia as Independent Director was due to hispersonal and unavoidable circumstances. Further resignation of Mr. Anil Agrawal Mr.Bharat Shiroya Mrs. Annu Agrawal and Mr. Jugal Thacker was due to SEBI's order datedMarch 12 2019 (WTM/GM/EFD/99/2018-19). As per their resignation letters received to theCompany there are no other material reasons for their resignations apart from the abovestated reasons.
Following were the Key Managerial Personnel's as on March 31 2020:
|Sr ||Name ||Designation |
|No. || || |
|1. ||Mr. Pravin Naik ||Chief Financial Officer |
|2. ||Mr. Anil Agrawal ||Chief Executive Officer |
b. Change in Key Managerial Personnel's:
The Board of Directors of the Company on recommendation of Nomination andRemuneration Committee considered and approved the appointment of Mr. Anil BeniprasadAgrawal as Chief Executive Officer (CEO) w.e.f. June 29 2019.
Further the Company has appointed Mr. Dhaval Chetan Shah as CompanySecretary and Compliance Officer of the Company w.e.f. from May 20 2019 and has resignedw.e.f January 18 2020.
However post financial year following changes took place in Key Managerial Personnel'sof the Company:
The Board of Directors of the Company on recommendation of Nomination andremuneration Committee appointed Mr. Hiren Valjibhai Gediya as Company Secretary andCompliance Officer of the Company w.e.f. from July 15 2020.
The Board of Directors have accepted the resignation of Mr. Pravin ArjunNaik as Chief Financial Officer of the Company with effect from September 10 2020.
The Board of Directors of the Company on recommendation of Nomination andRemuneration Committee had considered and approved the appointment of Mr. KailashKaranidan Purohit as Chief Financial Officer (CFO) w.e.f. September 10 2020.
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.
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. Further the Company after dueassessment 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. Further All the independent directorson the Board of the Company are registered with the Indian Institute of Corporate AffairsManesar Gurgaon ("IICA") as notified by the Central Government under Section150(1) of the Companies Act 2013 and as applicable shall undergo online proficiencyself-assessment test within the time prescribed by the IICA.
c. Director liable to retire by rotation:
Pursuant to provisions of Section 152(6) of the Act Mr. Ankur Anil Agrawal ExecutiveDirector retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. Brief profile of Mr. Ankur Agrawal as requiredunder Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetingis provided in the Notice of the ensuing AGM. The Board recommends the same for theapproval of shareholders.
d. Board Effectiveness:
I. Director's Evaluation
In terms of the requirement of the Companies Act 2013 and Regulation 4 (2)(f) of theSEBI Listing Regulations an annual performance evaluation of the Board is undertakenwhere the Board formally assesses its own performance with the aim to improve theeffectiveness of the Board and the Committees.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the independent director being evaluated.
In a separate meeting of Independent Directors held on February 06 2020 theperformance evaluation of the Board as whole Chairman of the Company and the NonIndependent Directors was evaluated. The Board of Directors expressed their satisfactionwith the evaluation process based on the recommendation of the Nomination &Remuneration Committee.
II. Familiarization program for Independent Director(s)
The familiarization program aims to provide the Independent Directors their rolesresponsibilities in the Company nature of the industry business model processes& policies and the technology and the risk management systems of the Company theoperational and financial performance of the Company significant development so as toenable them to take well informed decisions in timely manner. Further the Directors areencouraged to attend the training programmers' being organized by various regulators /bodies / institutions on above matters. The policy on Company's familiarization programfor Independent Directors is hosted on the Company's website.
III. Meeting of the Board and Committees of the Board of Directors:
The Board has established following 4 Committees:
1) Audit Committee;
2) Nomination and Remuneration Committee;
3) Stakeholders' Relationship Committee; and
4) Corporate Social Responsibility Committee.
Details of the Board and its Committees along with their amended charters compositionmeetings held during the year are given under Corporate Governance Report appearingelsewhere as a separate section in this Annual Report.
15. 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 web linkhttp://www.comfortintech.com/Investorrelation. The purpose of the Remuneration Policy isto establish and govern the procedure applicable:
To evaluate the performance of the members of the Board.
To ensure remuneration payable to Directors KMP'S & other Senior Management strikeappropriate balance and commensurate among others with the functioning of the Company andits 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's and other senior management appointment and remuneration.
16. RELATED PARTY TRANSACTIONS
The Company has put in place a policy for related party transactions (RPTpolicy') which has been approved by the Board of Directors. The RPT policy provides foridentification of related party transactions necessary approvals by the AuditCommittee/Board of Directors/ Shareholders reporting and disclosure requirements incompliance with the Act and the SEBI Listing Regulations. The said RPT policy has beenuploaded on the website of the Company and can be accessed at the following link:http://www.comfortintech.com/Investorrelation.
All transactions executed by the Company during the financial year with related partieswere on arm's length basis and in and in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI Listing Regulations. All such related party transactionswere placed before the Audit Committee for approval wherever applicable. Pursuant to theprovisions of Regulation 23 of the SEBI Listing Regulations approval of the Members wasobtained at the 25th Annual Meeting for material related party transaction(s) entered/tobe entered with the related party(ies) as provided under Rule 15 of the Companies(Meeting of Board and its Power) Rules 2015 for the financial year 2018-19 and 2019-20.Omnibus approvals are also given by the Audit Committee for the transactions which areforeseen and are repetitive in nature on yearly basis. A statement of all Related PartyTransactions is presented before the Audit Committee and the Board on a quarterly basisspecifying the nature value and terms & conditions of the transactions. The saidtransactions were unanimously confirmed and approved by the Audit Committee as well as bythe Board.
Pursuant to provisions of section 188 of the Company Act 2013 there were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have a potential conflict with the interest of theCompany; hence details are not required to be given under AOC-2.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations your Company has filedthe half yearly reports on related party transactions with the Stock Exchange.
17. REMUNERATION TO DIRECTORS PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES(HR):
Your Company had 8 employees as on March 31 2020. The statement containing particularsof employees as required under Section 197(12) of the Companies Act 2013 read along withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not applicable to the Company as no employees were in receipt ofremuneration above the limits specified in Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The ratio of the remuneration of eachDirector to the median employee's remuneration and other details in terms of Section197(12) of the Companies Act 2013 read along with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure2 and forms part of this Report. Your Directors would like to record theirappreciation of the efficient and loyal service rendered by the employees.
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has in place a Whistle Blower Policy (the Policy') which aims to setup a mechanism that enables employees to report about potentially illegal and/orunacceptable practices. It seeks to enable employees to report such practices without fearof victimisation and reprisal. The Policy aims to administer good governance practices inthe Company and to ensure that serious concerns are properly raised and addressed.
The purpose of the Policy is to enable a person who observes an unethical practice toapproach Chairman of Audit Committee without necessarily informing his/her supervisors andwithout revealing his/her identity if he/she so chooses. The Policy governs reporting andinvestigation of allegations of suspected improper activities.
The employees of the Company are encouraged to use guidance provided in the Policy forreporting all allegations of suspected improper activities. The Policy complies with therequirements of vigil mechanism as stipulated under Section 177 of the Act and the SEBIListing Regulations. The details of establishment of the Whistle Blower Policy/vigilmechanism have been disclosed on the website of the Company at web linkhttp://www.comfortintech.com/Investorrelation.
19. COMPLIANCE WITH SEXUAL HARRASEMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at the workplace. During the yearunder review the Company has not received any complaint of sexual harassment. No cases ofchild labour forced labour and involuntary labour were reported during the year. Furtherthe Company is neither required to adopt policy for prevention of Sexual Harassment ofWomen at Workplace nor to constitute Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
M/s. A. R. Sodha & Co. Chartered Accountants (FRN 110324W) were appointed asStatutory Auditors of the Company for a period of 5 consecutive years till the conclusionof the 28th AGM subject to ratification by members every year. Further pursuant to theprovisions Section 139 of the Act and the Companies (Amendment) Act 2018 effective from7 May 2018 the requirement of seeking ratification from the members for the continuationof reappointment of the Statutory Auditors has been withdrawn 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 20202021. 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 March 31 2020 as mentionedbelow:
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 recognised 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 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.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s. R.M. Mimani & Associates LLP PracticingCompany Secretaries as Secretarial Auditor to Under take the secretarial audit of theCompany for the financial year 202021. The Secretarial Auditor Report for thefinancial year ended March 31 2020 in the prescribed Form MR-3 is annexed as Annexure3 to this Report. The report is self-explanatory and contains some qualificationsreservations and adverse remarks as mentioned below:
(i) During the quarter ended on September 30 2019 the composition of Board is not inaccordance with the provision of regulation of 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015;
(ii) The Company has delayed in submitting the information to depository in respect ofchanges took in Board and KMP of the Company during the audit period.
(iii) The Company has maintained the data in normal excel file instead of structureddatabase as required in terms of regulation 3(5) of the PIT Regulations 2015
(iv) The Company has filed form MGT-14 with MCA together with the resolution passed toapprove the annual financial results instead of resolution to approve Annual FinancialStatements for the financial year ended on March 31 2019.
(v) The Company has delayed in transferring the amount of unpaid dividend of thefinancial year 2011-2012 to IEPF account as required in pursuance to the provisions ofsection 125 of the Companies Act 2013
(vi) The Company has not fully complied with clause 4 of the Schedule B of PITRegulation 2015 read with circular No. LIST/ COMP/ 01/ 2019-20 dated April 2 2019 ofBSE.
(i) Mrs. Annu Agrawal has resigned w.e.f June 29 2019 and accordingly the Company hasappointed Ms. Divya Padhiyar Woman Director w.e.f. October 30 2019 to have the propercomposition of Board in accordance with the provisions of Regulation 17 of the SEBI (LODR)Regulations 2015. Further the Company has paid the penalty levied by the Stock Exchangein this regard.
(ii) The Company has submitted the information of changes in Directors and KMP todepositories.
(iii) The Company has efficiently started the process of maintaining the data instructured digital database.
(iv) There was typographical error while filing form MGT-14. The word Results was typedinstead of Statements.
(v) The Company had received request from the shareholders for the unpaid dividend.Accordingly there was delay in transferring the amount to IEPF.
(vi) The Company has closed its trading window for the quarter ended June 30 2019 andSeptember 30 2019 from the date of the notice of the Board Meeting till 48 hours afterthe declaration of Result. However none of its Designated or connected persons hastreaded in the securities of the Company from July 01 2019 and October 01 2019 till 48hours after the declaration of result. For the quarter ended December 31 2019 and March31 2020 the trading window was closed from the beginning of the next quarter till 48hours after the declaration of results for that quarter.
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. 2019-20and the same was duly submitted to the stock exchange(s) in time
M/s. Siddhant Shah & Co. Practicing Chartered Accountant Mumbai performed theduties of Internal Auditors of the Company for 2019-20 and their report is reviewed by theAudit Committee from time to time. Further Board of Directors of the Company hasappointed M/s. Siddhant Shah & Co. as an Internal Auditor of the Company for the F.Y.2020-21.
The Maintenance of the cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 of theCompanies (Cost records and Audit) Rules 2014 and accordingly it is not required toappoint Cost Auditor.
21. 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 Board has laid down standards processes and procedures for implementing the internalfinancial controls across the organization. After considering the framework of existinginternal financial controls and compliance systems; work performed by the InternalStatutory and Secretarial Auditors and external consultants; reviews performed by theManagement and relevant Board Committees including the Audit Committee the Board is ofthe opinion that the Company's internal financial controls with reference to the financialstatements were adequate and effective during the financial year under review The Companycontinues to ensure proper and adequate systems and procedures commensurate with its sizeand nature of its business.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof Board's knowledge and belief and according to the information and explanations obtainedby them your Directors make the following statement and confirm that -
(a) In the preparation of the Annual Financial Statements for the year ended March 312020 the applicable accounting standards have been followed and there are no materialdepartures.
(b) 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.
(c) The Director have taken proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
(d) The Directors have prepared the Annual Accounts on a going concerns basis.
(e) The Directors had laid down internal financial controls to be followed by theCompany have been laid down and that such internal financial controls are adequate andwere operating effectively.
(f) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
a. Conservation of Energy and Technology Absorption
The Company has optimization of power usage as well as higher operational efficiency.The Company is taking all possible measures to conserve energy. Several environmentfriendly measures were adopted by the Company such as:
Automatic power shutdown of idle monitors
Creating environmental awareness by way of distributing the information inelectronic form;
Minimizing Air Conditioning useage
Shutting off all lights when not in use
Usage of Light Emitting Diode (LED) Lights
The Company's operations do not require significant import of technology. b. ForeignExchange Earnings and Outgo
Details of foreign exchange earnings and outgo required under Section 134 (3) (m) ofthe Act read with Rule 8 (3) of the Companies (Accounts) Rules 2014 are as under:
|Particulars ||Year Ended ||Year Ended |
| ||31 March 2020 ||31 March 2019 |
|Foreign Exchange Used ||12482410 ||80016340 |
|Foreign Exchange Earned ||- ||- |
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year the company has identified the following as the focus area for its CSRactivity(ies) : Promoting Education skill development and vocational training. The CSRPolicy is hosted on the Companies website at www.comfortintech.com
The composition of the CSR Committee CSR Policy and other required details are givenin the Annual Report on CSR Activities annexed to this Report as Annexure 4.
25. CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations2015 a separate section on Corporate Governance practices followed by Company togetherwith a Certificate from Practicing Company Secretary confirming compliance forms anintegral part of this Report. A copy of Certificate issued by Practicing Company Secretaryforms part of this report.
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. The risk management approach is based on a clearunderstanding of the variety of risks that the organization faces disciplined riskmonitoring and measurement and continuous risk assessment and mitigation measures.Further your Company aims at enhancing shareholders' value and providing an optimumrisk-reward trade off. The risk management approach is based on a clear understanding ofthe variety of risks that the organization faces disciplined risk monitoring andmeasurement and continuous risk assessment and mitigation measures.
27. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading and Codefor Fair Disclosure with a view to regulate trading in securities by the Directors anddesignated employees of the Company in compliance with SEBI (Prohibition of InsiderTrading) Regulations 2015. The code is available on website of the Company at web linkhttp://www.comfortintech.com/Investorrelation
28. DISCLOSURES UNDER THE COMPANIES ACT 2013 AND THE SEBI LISTING REGULATIONS a.Extract of Annual Return:
As required under the provisions of Sections 134(3)(a) and 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) the extract of Annual Return in Form No. MGT-9 is annexed herewith as Annexure5 to this Report. Is also available on the web site of the Company atwww.comfortintech.com. b. Changes in the Nature of Business:
During the period under review the Company vide the Postal Ballot Result dated March02 2019 altered the Main Object Clause of Memorandum of Association of the Company tofacilitate Company to enter into new business areas of Liquors Wines Indian Made ForeignLiquor Country Liquor etc.
c. Compliance with Secretarial Standards on Board and General Meetings: During theyear under review the Company has complied with Secretarial Standards on meetings of theBoard of Directors and on General Meetings specified by the Institute of CompanySecretaries of India.
d. Equity Shares with Differential Rights: Your Company has not issued any EquityShares with differential rights as to dividend voting or otherwise.
e. Disclosure on details of Loans Guarantees and Investments made pursuant to theprovisions of Section 186 of the
Companies Act 2013 and Listing Regulations 2015 are provided in the financialstatements in this Annual Report.
f. Other Disclosures:
- No material fraud has been reported by the Auditors to the Audit Committee or theBoard.
- The Company does not have any scheme or provision of money for the purchase of itsown shares by trustees for employees benefit.
- There were no buy back of shares during the year under review
- The Company was charged a fine of Rs. 155000/- under Regulation 17(1) of SEBIListing Regulations for Non-compliance with the requirements pertaining to thecomposition of the Board including failure to appoint Woman Director. The Company has madepayment and complied with the said regulation.
- During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations and legal compliances apart from the order of SAT Mumbai Order dated September27 2019 in matter of First Financial Services Ltd SEBI Order dated March 12 2019withdrawal of the writ Petition by the Company in the High Court of Delhi at New Delhiwith liberty to approach to RBI for necessary relief and SEBI adjudicating order datedAugust 21 2020 in the matter of Ravi Kumar Distilleries Limited mentioned elsewhere inthe Report.
29. APPRECIATION AND ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Shareholders Bankers Financial Institutions InvestorsRegulatory Bodies and other business constituents during the year under review. YourDirectors thank all our esteemed clients associates vendors and contractors within thecountry and overseas for their continued support faith and trust reposed in theprofessional integrity of the Company. With continuous learning skill upgradation andtechnology development Company will continue to provide world class professionalism andservices to its clients associates vendors and contractors. Your Directors also wish toconvey their sincere appreciation to all employees at all levels for their dedicatedefforts and consistent contributions and co-operation extended and is confident that theywill continue to contribute their best towards achieving still better performance infuture.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF COMFORT INTECH LIMITED
| ||SD/- |
| ||ANKUR AGRAWAL |
|DATE : SEPTEMBER 10 2020 ||CHAIRMAN AND DIRECTOR |
|PLACE : MUMBAI ||DIN: 06408167 |