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Comfort Intech Ltd.

BSE: 531216 Sector: Financials
NSE: N.A. ISIN Code: INE819A01031
BSE 12:10 | 24 Apr 6.11 -0.10
(-1.61%)
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6.21

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6.21

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NSE 05:30 | 01 Jan Comfort Intech Ltd
OPEN 6.21
PREVIOUS CLOSE 6.21
VOLUME 2034
52-Week high 12.15
52-Week low 0.83
P/E
Mkt Cap.(Rs cr) 20
Buy Price 6.11
Buy Qty 125.00
Sell Price 6.20
Sell Qty 75.00
OPEN 6.21
CLOSE 6.21
VOLUME 2034
52-Week high 12.15
52-Week low 0.83
P/E
Mkt Cap.(Rs cr) 20
Buy Price 6.11
Buy Qty 125.00
Sell Price 6.20
Sell Qty 75.00

Comfort Intech Ltd. (COMFORTINTECH) - Director Report

Company director report

 

To the Members of the Company

Your Directors have pleasure in presenting the 24th Report on the businessand operations of your Company with Audited Accounts for the year ended on March 31 2018.The financial results of the Company are summarized below

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31 2018 as compared tothe previous financial year are summarized below:

(Amt in Lacs)

PARTICULARS FINANCIAL YEAR ENDED 31ST MARCH 2018 FINANCIAL YEAR ENDED 31ST MARCH 2017 FINANCIAL YEAR ENDED 31ST MARCH 2018 FINANCIAL YEAR ENDED 31ST MARCH 2017
Standalone Consolidated
Total Revenue 2329.51 1016.57 2329.51 1016.57
Earnings before Interest Depreciation and Tax (EBIDTA) 692.15 220.07 692.15 220.07
Profit after Tax 469.97 137.65 469.96 137.65
Share of Profits/Loss of Associates - - (102.63) (1.45)
Other comprehensive income 97.49 20.13 97.49 20.13
Total comprehensive income 567.45 157.78 464.82 156.33
Earnings Per Share (EPS) (Rs. ) (Basic) 0.15 0.04 0.11 0.04

OPERATIONS

During the year under review the operations of your company were satisfactory. TheCompany has been in the business of providing financial services. However Reserve Bank ofIndia vide its order dated 24th September 2014 has cancelled certificate of registrationissued to the Company to carry on the business of Non-Banking Financial Institution issuedto the Company under section 45-I4(6) of the Reserve Bank of India Act. Further an Orderfrom the Appellate Authority dated November 30 2015 has been received in conformity withthe order issued by RBI dated September 24 2014.

However Company has filed a writ petition in December 2015 challenging the orders ofRBI and Government of India Ministry of Finance in the Delhi High Court. On hearing oursubmissions the Hon'ble High Court was pleased to set aside the Orders being the Orderpassed by RBI dated 24th September 2014 and the Order passed by Government of IndiaMinistry of Finance dated 30th November 2015. However the Hon'ble High Court had grantedthe RBI liberty to grant the company a fresh hearing. Accordingly the RBI had conducted ahearing and the Company had made its submissions to the RBI during the hearing. Howeverthe RBI has again passed an Order dated 28th September 2016 cancelling the Certificate ofRegistration of NBFC License of the Company. On receipt of the Order the Company hasagain approached the Appellate Authority Ministry of Finance and the matter is pendingbefore the said forum for disposal.

Further your company has taken your approval though Postal ballot for thediversification and expansion of the various other activities which have good potentialwith respect to the future prospects of the Company and accordingly your Board ofDirectors undertook the business activities in the field of trading of various goods andcommodities.

FINANCIAL HIGHLIGHTS

Financial Revenues:

During the fiscal 2018 the total income of the Company stood at ` 2329.51 Lacs ascompared to previous fiscal of ` 1016.57 Lacs.

Financial Profits / (Loss):

Profit stood at ` 660.61 Lacs before tax and Profit after tax stood at ` 469.96 for thefiscal 2018 as compared to the previous year profit before tax ` 184.32 Lacs and Profitafter tax ` 137.65 Lacs.

Consolidated Financial Statements

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 (the Listing Regulations) consolidated financialstatements of the Company and all of its associates have been prepared for the year underreport. The audited consolidated financial statements along with the auditors' reportthereon forms part of this Annual report. The audited standalone financial statements ofthese entities have been reviewed by the Audit Committee and the Board.

INDIAN ACCOUNTING STANDARDS (IND AS)

These financial statements comply in all material aspects with Indian AccountingStandards {Ind AS) notified under section 133 of the Companies Act 2013 (the Act)[Companies {Indian Accounting Standards) Rules 2015] and other relevant provisions of theAct.

The financial statements up to year ended 31 March 2017 were prepared in accordancewith the Accounting Standards notified under Companies (Accounting Standard) Rules 2006(as amended) and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under IndAS. Refer note 1 (e) for an explanation of how the transition from previous GAAP to Ind AShas affected the Company's financial position financial performance and cash flows.

PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

The Company has no Holding or Subsidiary Company as on 31st March 2018.

The list of Associate Companies are as follows:

1. Comfort Securities Limited

2. Lemonade Shares & Securities Private Limited

3. Liquors India Limited

Statement containing salient features of financial statements of Associates pursuant tosection 129 of the Companies Act 2013 (Act) read with Rule 5 of the Companies (Accounts)Rules 2014 is annexed to this Report in the prescribed Form AOC-1 as "AnnexureI".

DIVIDEND

The Directors are pleased to recommend a dividend at the rate of ` 0.03 per equityshare i.e. 3 % on the paid up Equity Share Capital for the year ended March 31 2018(previous year: ` 0.01 per Equity Share (i.e.1 %) on the paid up Equity Share Capital).

DEPOSITS

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as‘Deposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC2 is enclosed as"Annexure II" to this Report. The Board of Directors of the Company has on therecommendation of the Audit Committee adopted a policy to regulate transactions betweenthe Company and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 the Rules there under and the Listing Regulations 2015. This Policywas considered and approved by the Board and has been uploaded on the website of theCompany at http://www.comfortintech.com/related_party_transaction_ policy.php.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186

Disclosure on details of loans guarantees and investments pursuant to the provisionsof Section 186 of the Companies Act 2013 and LODR Regulations 2015 are provided in thefinancial statements.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies

(Share Capital and Debentures) Rules 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of Board of Directors during the year underreview. Mr. Swapnil Dafle has been appointed as Company Secretary w.e.f 20thMay 2017.

Also in terms of Section 152 read with Section 149(13) of the Companies Act 2013Mrs. Annu Agrawal (DIN: 00014487) is liable to retire by rotation. The said Director hasoffered herself for reappointment and resolution for her reappointment is incorporated inthe Notice of the ensuing Annual General Meeting.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES BOARD MEETINGS

The Board of Directors met 5 times during the financial year ended March 31 2018 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and provided their valuable inputs onthe matters brought before the Board of Directors from time to time. Additionally onDecember 12 2017 the Independent Directors held a separate meeting in compliance withthe requirements of Schedule IV of the Companies Act 2013 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2018 the Board ofDirectors hereby confirms that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures whereverapplicable;

(b) such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2018 and of theprofits of the Company for the year ended on that date;

(c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub-section (1) of Section 178 of the Companies Act 2013. Kindly refersection on Corporate Governance for matters relating to constitution meetings functionsof the Committee and the remuneration policy formulated by this Committee.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer section on Corporate Governance under head‘Audit Committee' for matters relating to constitution meetings and functions ofthis Committee.

OTHER BOARD COMMITTEES

For details of other board committees kindly refer the section on CorporateGovernance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.comfortintech.com/whistle_blower_policy.php.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk-reward trade off. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which the Committee has identified criteria upon which everyDirector every Committee and the Board as a whole shall be evaluated. During the yearunder review the evaluation of every Director every Committee and the Board had beencarried out.

PAYMENT OF REMUNERATION / COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARYCOMPANIES:

None of the Managing Director and the Whole Time Director of the Company are in receiptof remuneration/commission from any Associate company of the Company. The Company has noholding company or subsidiary company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in "Annexure III" attached herewith andwhich forms part of this report.

FAMILIARIZATION PROGRAMMES

The Company's policy on programmes and measures to familiarize Independent Directorsabout the Company its business updates and development includes various measures viz.issue of appointment letters containing terms duties etc. management informationreports presentation and other programmes as may be appropriate from time to time. ThePolicy and programmes aims to provide insights into the Company to enable independentdirectors to understand the business functionaries business model and others matters.The said Policy and details in this respect is displayed on the Company's website.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITORS APPOINTMENT:

Pursuant to the provisions of Section 139 of Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended A.R. Sodha & CO. CharteredAccountants the Statutory Auditors of the Company hold office upto the conclusion ofTwenty Eighth (28th) Annual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible tohold office as the Auditors of the Company and are not disqualified for being soappointed.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and Rules made there under R MMimani & Associates LLP Practicing Company Secretaries have been appointed asSecretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as"Annexure IV" to this report.

INTERNAL AUDITOR

Siddhant Shah & Co. Practicing Chartered Accountants Mumbai performed the dutiesof internal auditors of the company for 2017-18 and their report is reviewed by the auditcommittee from time to time. Further Board of Directors of the Company has appointedSiddhant Shah & Co as an Internal Auditors of the company for the F.Y 2018-19.

OBSERVATIONS OF STATUTORY AUDITORS ON FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 312018:

Details of Statutory Audit Qualification:

The Company has not provided for defined benefit obligation in the nature of gratuitybased on the requirement of Accounting Standard-15 (Revised) i.e. "EmployeeBenefit" which requires defined benefit obligation to be recognized based onactuarial valuation basis. In absence of valuation we are unable to quantify the impact ofabove on the net profit for the year and liabilities as on reporting date.

COMMENTS ON STATUTORY AUDITOR'S REPORT

Management's Explanation

As regards not making provision for retirement benefits of employees the same has notbeen done in view of the meager staff strength.

COMMENTS ON SECRETARIAL AUDITOR'S REPORT

Management's Explanation

With regard to point no. (i) of i.e. continuing the violation of the RBI norms withregard to exposure norms of RBI for a single borrower the limit has exceeded of one ofthe Borrower in the previous year and the said exposure is secured which is more thansufficient to cover the entire amount due from the borrower and the management isconfident of realizing theses dues.

With regard point no. (ii) i.e. Reserve Bank of India vide its order dated 24thSeptember 2014 has cancelled certificate of registration issued to the Company to carryon the business of Non-Banking Financial Institution issued to the Company under section45-IA(6) of the Reserve Bank of India Act 1934. Your company has filed an appeal againstthe above said order with the Appellate Authority Ministry of Finance Government ofIndia New Delhi. However order from the Appellate Authority dated November 30 2015 hasbeen received in conformity with the order issued by RBI dated September 24 2014.Further Company has filed a writ petition in December 2015 challenging the orders of RBIand Union of India in the Delhi High Court. The same is pending before the court.

However the Hon'ble High Court had granted the RBI liberty to grant the company afresh hearing. Accordingly the RBI had conducted a hearing and the Company had made itssubmissions to the RBI during the hearing. However the RBI has again passed an Orderdated 28th September 2016 cancelling the Certificate of Registration of NBFCLicense of the Company. On receipt of the Order the Company has again approached theAppellate Authority Ministry of Finance and the matter is pending before the said forumfor disposal.

With regard to point no. (iii) The company has prepared consolidated financialstatements for the financial year 2017-18 as required under section 129 of the companiesAct 2013 which includes previous year's figures. The Company is in prosses of filingapplicable E-Form.

With regard to point no. (iv) The company is in the process of transferring its sharesto IEPF as required under Section 124 of companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refunds) Rules2016.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Listing Regulations 2015 the Management Discussion and Analysis isattached hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance along with the Secretarial Auditors' Certificate onits compliance forms part of this Report and is annexed hereto. A declaration signed bythe Chief Financial Officer and Managing Director in regard to compliance with the Code ofConduct by the Board members and Senior Management Personnel also forms part of thisReport.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on March 31 2018 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"Annexure V" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 VI".

INFORMATION AS PER SECTION 134(3)(m) OF THECOMPANIES ACT 2013

The company has no activity relating to consumption of energy or technology absorption.Foreign currency expenditure amounting to ` 51960034/- was incurred during the yearunder review. The company does not have any foreign exchange earnings.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

SEBI ORDER

As intimated earlier your Company has received an Ex-Parte Ad Interim Order dated 19thDecember 2014 passed by the Securities and Exchange Board of India (SEBI) under section11(1) 11(4) and 11B of the Securities and Exchange Board of India Act 1992 in the matterof First Financial Services Limited for not accessing the capital market. However YourCompany has received Interim reliefs in this regard from SEBI vide letters dated 7thJanuary 2016 and 15th January 2016 respectively.

Further your Company has received the Final Order from Securities and Exchange Boardof India (SEBI) dated 2nd June 2016 in conformity with the interim order dated19th December 2014. However your Company has filed an Appeal with SecuritiesAppellate Tribunal (SAT) Mumbai on 1st July 2016 in this regard. The matteris under process. However Your Company has received Interim reliefs in this regard fromSEBI vide order dated 25th August 2016.

SEBI vide its order dated 2nd April 2018 given directions restraining theCompany from accessing the securities market and further prohibiting it from buyingselling or otherwise dealing in securities directly or indirectly or being associatedwith the securities market in any manner whatsoever for a period of three years fromthe date the order. The Company has filed appeal against the said order.

RBI ORDER

As intimated you earlier Reserve Bank of India Ahmadabad vide its order dated 24thSeptember 2014 had cancelled the certificate of registration issued to the company.Further an Order from the Appellate Authority dated November 30 2015 has been received inconformity with the order issued by RBI dated September 24 2014. However Company hasfiled a writ petition in December 2015 challenging the orders of RBI and Government ofIndia Ministry of Finance in the Delhi High Court. On hearing our submissions theHon'ble High Court was pleased to set aside the Orders being the Order passed by RBIdated 24th September 2014 and the Order passed by Government of India Ministry ofFinance dated 30th November 2015. However the Hon'ble High Court had granted the RBIliberty to grant the company a fresh hearing. Accordingly the RBI had conducted a hearingand the Company had made its submissions to the RBI during the hearing. However the RBIhas again passed an Order dated 28th September 2016 cancelling the Certificate ofRegistration of NBFC License of the Company. On receipt of the Order the Company hasagain approached the Appellate Authority Ministry of Finance and the matter is pendingbefore the said forum for disposal.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a 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 and Rules framed thereunder and Internal ComplaintsCommittee has also been set up to redress complaints received regarding sexual harassment.All employees (permanent contractual temporary trainees) are covered under this policy.The Company did not receive any complaint during the financial year 2017-18.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

HUMAN RESOURCES (HR)

The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interests of allemployees with the long term organizational goals.

LISTING

The Company's Shares are listed on BSE Limited. The Company has paid Listing fees forF.Y. 2017-18 to the BSE Limited.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirector take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the localauthorities bankers customers suppliers and business associates. The Directors arethankful to the esteemed shareholders for their continued support and the confidencereposed in the Company and its management.

For COMFORT INTECH LIMITED For COMFORT INTECH LIMITED
Sd/- Sd/-
Anil Agrawal Bharat Nanubhai Shiroya
Managing Director Whole-Time Director
DIN: 00014413 DIN : 00014454
Place: Mumbai
Date : 28.07.2018