Comfort Commotrade Ltd Directors Report.
To the Members of the Company,
The Board of Directors of Comfort Commotrade Limited are pleased to present the 12th Annual Report of the Company together with the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended March 31, 2019.
|1) FINANCIAL HIGHLIGHTS|
|(Amount in Rs.)|
|March 31, 2019||March 31, 2018||March 31, 2019||March 31, 2018|
|Revenue from Operations||59,59,42,932||90,55,60,190||59,92,14,587||92,04,51,287|
|Other operating Income||37,01,300||1,30,00,654||37,91,080||1,30,08,496|
|Profit before Tax||17,93,339||31,31,271||39,850||1,58,14,376|
|Current Tax Expenses||10,14,540||8,64,200||10,14,540||8,64,200|
|Tax of earlier years||12,940||1,22,155||12,940||1,22,155|
|Profit for the Year||8,02,347||21,91,609||(9,51,141)||1,48,74,714|
|Earnings Per Share (EPS)||0.08||0.22||(0.09)||1.48|
There have been no material changes and commitments that have occurred after close of the financial year till the date of this report which affects the financial position of the Company apart from the Closure of its Wholly Owned Subsidiary Shyam Trade Link PTE. Ltd. w.e.f. November 05, 2018. Based on internal financial control framework and compliance systems established in the Company and verified by the statutory and internal auditors and reviews performed by the management and the Audit Committee of the Board, your Board is of the opinion that Companys internal financial controls were adequate and effective during the financial 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) Rules, 2014 and Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements 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 ended March 31, 2019 have been prepared in accordance with applicable Accounting Standards and the relevant provisions of the Companies Act, 2013.
3) FINANCIAL PERFORMANCE
At Standalone Level, The Revenue from operation stood at Rs. 59,59,42,932 compared with Rs. 90,55,60,190 in the Previous Year. The Net Profit for the year stood at Rs. 8,02,347 against Rs. 21,91,609 reported in the Previous Year.
At Consolidated Level, the Revenue from operations for Financial Year 2018 was Rs. 59,92,14,587 compared with Rs. 92,04,51,287 in the Previous Year. The Net Loss for the year 2019 stood at (9,51,141) against the profit of Rs. 1,48,74,714 in the Previous Year.
The Management continues to concentrate its efforts to increase the revenue of the Company by identifying new opportunities. The wholly owned subsidiary of the Company, Anjali Tradelink FZE has been carrying on its activities successfully.
In accordance with the provisions contained in Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Consolidated and Standalone Financial Statements are available on the website of the Company at www.comfortcommotrade.com. Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis, which forms part of this Annual report.
Based on the financial performance of the Company for the year 2018-19 and with a view to conserve financial resources, the Board of Directors have not recommended any dividend for the period under review.
5) SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2019 was Rs 10,02,00,000. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the Financial Year 2018-19.
6) TRANSFER TO RESERVES
There was no amount from profit, which was transferred to General Reserves during the year under review.
7) LISTING WITH THE STOCK EXCHANGES
Your Companys equity shares are listed on the BSE Limited. Annual listing fees for the Financial Year 2018-19 and 2019-20 have been paid to BSE Limited.
8) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
For the period under review, your Company has One Wholly Owned Subsidiary Companies namely, Anjali Tradelink FZE as on March 31, 2019. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.
Further, during the period under review M/s. Shyam Trade Link PTE. Ltd., Wholly Owned Subsidiary of the Company was closed w.e.f. November 05, 2018.
Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Companys subsidiary in FORM AOC-1 is attached as Annexure-1 of this Report. There has been no material change in the nature of the business of the associates and there is no material subsidiary of the Company.
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.
10) MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments occurred during the year and after the close of the financial year 2018-19 till the date of this Report which affect the financial position of the Company apart from the Resignation of the Mr. Anil Beniprasad Agrawal, Mr. Bharat Shiroya, Mrs. Annu AniI Agrawal and Mr. Jugal Thacker who resigned as Directors from the Company w.e.f June 29, 2019 due SEBIs order dated March 12, 2019 (WTM/GM/EFD/99/2018-19) and Closure of M/s. Shyam Trade Link PTE. Ltd., Wholly Owned Subsidiary of the Company w.e.f. November 05, 2018.
Further it is hereby confirmed that there has been no change in the nature of business of the Company.
11) CORPORATE GOVERNANCE REPORT
Our Corporate Governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably.
Pursuant to SEBI Listing Regulations, a separate chapter titled Corporate Governance Report has been included in this Annual Report, along with the report on Management Discussion and Analysis.
All Board Members and Senior Management Personnel have affirmed the compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Whole Time Director of the Company is annexed to the Corporate Governance Report.
The Whole Time Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI Listing Regulations. Certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report.
12) 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, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age and ethnicity, that will help us retain our competitive advantage.
Your Companys Board comprises a mix of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director with considerable experience and expertise across a range of fields such as finance, accounts, legal, secretarial, industrial relations, personnel management and strategy. Except Executive Director and Independent Directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that there is no relationship between the directors interse apart from Mr. Anil Beniprasad Agrawal, Mrs. Annu Anil Agrawal and Mr. Ankur Anil Agrawal who are related to each other.
The details of the Directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms 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. Anil Beniprasad Agrawal*||Whole Time Director|
|2||Mr. Kapil Vashishtha**||Chief Financial Officer|
|3||Ms. Shruti Somani***||Company Secretary|
*During the Year under review, Mr. Anil Beniprasad Agrawal has resigned from the office of the Whole Time Director of the Company with effect from June 29, 2019.
Mr. Rajeev Kumar Pathak was appointed as Additional Director of the Company with effect from June 29, 2019 in capacity as Whole Time Director which is subject to approval of Shareholders at the ensuing Annual General Meeting. **Mr. Kapil Vashishtha was appointed as Chief Financial Officer of the Company with effect from August 14, 2018 and resigned with effect from January 15, 2019 and Mr. Shrikant Shivpujan Tiwari had resigned as Chief Financial Officer of the Company with effect from August 04, 2018 and was appointed as Chief Financial Officer of the Company with effect from May 18, 2019.
***Ms. Shruti Somani has resigned from the Post of Company Secretary & Compliance Officer with effect from March 06, 2019.
II. Board of Directors
Following were the Directors of the Company as on March 31, 2019:
|Sr. No.||Name of the Person||DIN||Category|
|1||Mr. Anil Beniprasad Agrawal||00014413||Whole Time Director|
|2.||Mr. Bharat Nanubhai Shiroya||00014454||Director|
|3||Mrs. Annu Anil Agrawal||00014487||Director|
|4||Mr. Jugal Thacker||00015460||Independent Director|
|5||Mr. Devendra Lal Thakur||00392511||Independent Director|
|6||Mr. Anilkumar Shivkaran Nevatia||00531183||Independent Director|
There was no other change in the Directors during the year under review. Further, as on the date of this Report post financial year following changes took place in Board of Directors of the Company;
a) Cessation of Directors
Mr. Anil Shivkaran Nevatia (DIN: 00531183) Independent Director of the Company has resigned from the post of Director with effect from May 18, 2019. Further, pursuant to Regulation 30 of SEBI Listing Regulations, he stated that there was no other material reason other than personal and unavoidable circumstances.
The Board recorded its sincere appreciation for his valuable contribution during his long association with the Company.
Mr. Anil Beniprasad Agrawal (DIN:00014413) - Whole Time Director of the Company, Mrs. Annu Anil Agrawal(DIN: 00014487) and Mr. Bharat Nanubhai Shiroya (DIN: 00014454) Non-Executive Directors of the Company, have resigned from the post of Director on account of SEBI order dated March 12, 2019 which stated that they shall not hold position as Director in any listed company for a period of three years, with effect from July 01, 2019. Accordingly, in compliance with the order, they have resigned with effect from the closure of the working hours of June 29, 2019.
The Board recorded its sincere appreciation for their valuable contribution during their long association with the Company.
Mr. Jugal Chandrakant Thacker (DIN: 00015460) Independent Director of the Company has resigned from the post of Independent Director on account of SEBI order dated March 12, 2019 which stated that he shall not hold position as Director in any listed company for a period of three years, with effect from July 01, 2019. Accordingly, in compliance with the order, he resigned with effect from the closure of the working hours of June 29, 2019. Further, pursuant to Regulation 30 of SEBI Listing Regulations, he stated that there was no other material reason other than the SEBI order dated March 12, 2019.
The Board recorded its sincere appreciation for his valuable contribution during his long association with the Company.
b) Appointment/Re-appointment of Directors
Pursuant to Regulation 17 of SEBI Listing Regulations and based on recommendation of Nomination and Remuneration Committee and approval of Board at its meeting held on June 29, 2019, Mr. Milin Jagdish Ramani (DIN:07697636), Mr. Rajeev Kumar Pathak (DIN:08497094) and Mr. Ankur Anil Agrawal (DIN: 06408167) were appointed as an Additional Director of the Company with effect from June 29, 2019 to hold office up to the date of forthcoming Annual General Meeting.
Further, subject to approval of Shareholders at ensuing Annual General Meeting, it is proposed to appoint Mr. Rajeev Kumar Pathak, Mr. Ankur Agrawal and Mr. Milin Ramani, at the 12th Annual General Meeting as Executive Director, Non-Executive Non-Independent Director and Non-Executive Independent Director respectively w.e.f. June 29, 2019. The Company has received requisite declarations from them.
Details about the Director being appointed are given in the Notice of this Annual General Meeting.
c) Retirement by Rotation
Pursuant to provisions of Section 152(6) of the Companies Act, 2013 none of the Directors of the Company are liable to retire by rotation at 12th AGM as Mr. Devendra Lal Thakur being an Independent Director is not liable to retire by rotation and other three Directors, namely Mr. Rajeev Kumar Pathak, Mr. Ankur Agrawal and Mr. Milin Ramani, are proposed to be appointed at the 12th Annual General Meeting as Executive Director, Non-Executive Non-Independent Director and Non-Executive Independent Director respectively.
d) Change in Key Managerial Personnel
During the year under review, Mr. Shrikant Tiwari resigned as Chief Financial Officer of the Company with effect from August 04, 2018. Accordingly pursuant to recommendations of Nomination and Remuneration Committee Mr. Kapil Vashishtha was appointed as Chief Financial Officer of the Company with effect from August 14, 2018. Further, Mr. Kapil Vashishtha resigned as Chief Financial Officer of the Company with effect from January 15, 2019 and Mr. Shrikant Tiwari was appointed as Chief Financial Officer of the Company with effect from May 18, 2019.
During the year under review, Ms. Shruti Somani, Company Secretary and Compliance Officer of the Company has tendered her resignation with effect from March 06, 2019 and Ms. Dolly Karia, an Associate Member of Institute of Company Secretaries of India was appointed as Company Secretary and Compliance Officer of the Company with effect from May 18, 2019.
III. Declaration by Independent Director(s)
The Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as amended.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
IV. Directors Evaluation
In terms of the requirement of the Companies Act, 2013 and SEBI Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee.
V. Familiarization program for Independent Director(s)
The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, nature of the industry, business model, processes & policies and the technology and the risk management systems of the Company. The details of such familiarization programmers and conditions of their appointment are displayed on the website of the Company.
VI. Committees of the Board of Directors
As on March 31, 2019, the Board had three Committees: Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. A detailed note on the Committees and meetings of those committees held during the year is provided in the Corporate Governance Report forming part of this Report.
13) DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub- section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating management, your Directors make the following statement and confirm that-
i. In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards have been followed and there are no material departures.
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.
vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2018-19.
14) NUMBER OF BOARD MEETINGS:
The Board of Directors met 4 times during the financial year 2018 19. The details of the Board Meetings and the attendance of the Directors, are provided in the Corporate Governance Report, appearing elsewhere as a separate section in this Annual Report.
15) AUDIT COMMITTEE
The details pertaining to composition and other particulars of Audit Committee are included in the Corporate Governance Report which forms a part of this Report.
The Companys Statutory Auditors, M/s. Gupta Shyam & Co., Chartered Accountants (FRN: 103450W), were appointed as Statutory Auditors of the Company for a period of 5 consecutive years till the conclusion of the 15th AGM, subject to ratification by members every year.
Pursuant to the provisions Section 139 of the of the Companies Act, 2013, and the Companies (Amendment) Act, 2018 effective from 7 May, 2018, the requirement of seeking ratification from the members for the continuation of reappointment of the Statutory Auditors has been withdrawn from the Statute.
In view of the above, ratification of the Members for continuing the re-appointment of the Statutory Auditors at this AGM is not being sought. M/s. Gupta Shyam & Co., Chartered Accountants (FRN: 103450W), have given a confirmation and consent under Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The Board of Directors based on the recommendation of the Audit Committee shall determine the remuneration payable to the Statutory Auditors.
The Statutory Audit Report does not contain any qualifications, reservations or adverse remarks. 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 made thereunder, the Company had appointed M/s R. M. Mimani & Associates LLP, Practicing Company Secretaries as Secretarial Auditor to undertake the secretarial audit of the Company for financial year 2018-19.
The Secretarial Audit Report for the financial year ended March 31, 2019 under Companies Act, 2013, issued by M/s R. M. Mimani & Associates LLP, Practicing Company Secretaries, in the prescribed Form MR-3 is annexed as Annexure -2 to this Report. The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by Secretarial Auditor.
Pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has also issued the "Annual Secretarial Compliance Report" for the F.Y. 2018-19 and the same was duly submitted to the Stock Exchange(s) in time.
M/s. Siddhant Shah and Associates, Practicing Chartered Accountants, Mumbai performs the duty as Internal Auditor of the Company for the Financial Year 2018-19 and their reports are reviewed by the Audit Committee on quarterly basis and recommended to the Board. Further, M/s. Siddhant Shah and Associates, Practicing Chartered Accountants, Mumbai continue to act as Internal Auditors of the Company for the Financial Year 2019-20.
The Company is not covered under the pursuit of Section 148 of the Companies Act, 2013 and accordingly is not required to appoint cost auditor.
17) NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel approved by the Nomination and Remuneration Committee and the Board. The policy is available at the website of the Company at www.comfortcommotrade.com. The purpose of the Remuneration Policy is to establish and govern the procedure applicable:
To evaluate the performance of the members of the Board.
To ensure remuneration payable to Directors, KMP & other Senior Management and strike appropriate balance and commensurate among others with the functioning of the Company and its long term objectives.
To retain motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create competitive advantage.
The policy inter-alia covers the Directors appointment and remuneration, Key Managerial 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 and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) of the SEBI Listing Regulations, a Whistleblower Policy and Vigil Mechanism was established for Directors, Employees and Stakeholders to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee or the Company for redressal. The Whistleblower Policy has been uploaded on the website of the Company at www.comfortcommotrade.com.
19) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has revised its Policies on determining materiality of related party transactions and also on dealing with Related Party Transactions in accordance with the amendments to the applicable SEBI Listing Regulations. The same has been posted on the website of the Company at www.comfortcommotrade.com. During the year under review, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification and Definitions Details) Rules, 2014, all of the which were at arms length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Omnibus approvals are given by the Audit Committee for the transactions, which are foreseen and are repetitive in nature on yearly basis. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The said transactions were unanimously confirmed and approved by the Audit Committee as well as by the Board.
Since, there are no Material Related Party transactions the details under form AOC- 2 is not applicable to the Company for FY 2018-19. However, the Directors draw attention of the members to the Notes of the Standalone Financial Statement, which sets out, related party transaction disclosures.
Further, the approval of the Shareholders is sought for the transactions to be entered with the related party(ies), exceeding 10% of the turnover of the Company as provided under Rule 15 of the Companies (Meeting of Board and its Power) Rules, 2015, for the financial year 2019-20. (Please refer to Item No. 5 of the Notice). The Board recommends the approval of the shareholders for the related party transactions.
20) POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide protection to women against sexual harassment at workplace and thus has in place Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Further, the Company had not received any complaints nor there are any pending complaints under the said act during the financial year 2018-19.
21) EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of annual return for the financial year ended March 31, 2019 in Form MGT-9 under the provisions of 92(3) of the Act is attached as Annexure -3 of the Boards Report.
22) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, Guarantee and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
Internal Financial Controls over Financial Reporting (IFCoFR)
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls apart from the observations mentioned by the Auditors, appearing elsewhere in this Report. Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, audit and reviews performed by the Internal, Statutory and Secretarial Auditors and the reviews undertaken by the Management and the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls have been adequate and effective during the year under review.
24) REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards 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 passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future except as provided below :
SEBI on March 12, 2019 had passed an order in stating that Mr. Anil Beniprasad Agrawal Wholetime Director, Mrs Annu Anil Agrawal- Non Executive Non Independent Director, Mr. Bharat Nanubhai Shiroya Non-Executive Non-Independent Director, Mr. Jugal Chandrakant Thacker - Independent Director of the Company cannot act as Director of any listed Company for a period of 3 Years with effect from July 2019. In Compliance with the SEBI order, all the above mentioned Directors of your Company had resigned from the post of Director with effect from June 29, 2019 and New Directors were inducted on the Board of your Company.
26) BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has adequate risk management mechanism and is periodically reviewed by the Board. The major risks identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. Whilst it is not possible to eliminate the risk absolutely effort is underway to actively promote and apply best practices at all levels and to all its activities including its dealing with external partners.
Further, your Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
27) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) is presented in a separate section forming part of this Annual Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Companys various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 201819.
28) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy and Technology Absorption:
The operations of the Company are entirely service based and thus essentially, the Company is non-energy intensive organization. The Company has optimization of power usage as well as higher operational efficiency. Further, the Company has reduced the power consumption during the year, through monitoring energy use and installing LED lights. The Companys operations does 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 17 employees. The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication 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 new skills, explore new roles and realize their potential. The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 4 to this Report.
During the year under review, there are no employees who come within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
30) PREVENTION OF INSIDER TRADING
The Company has amended the Insider Trading Policy with effect from April 01, 2019 in line with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. This policy includes policy and procedures for inquiry in case of leak of UPSI or suspected leak of UPSI. The code of conduct and code of fair disclosure framed by the Company have helped in ensuring compliance with the requirements. The amended policy is available on website of the Company at www.comfortcommotrade.com
31) CODE OF CONDUCT
Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its Directors and Senior Management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has also adopted a Code of Conduct for Directors and senior management. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. A declaration duly signed by the Whole Time Director is given under Corporate Governance Report appearing elsewhere as a separate section in this Annual Report. The Policy with Respect to Obligation of Directors & Senior Management is also posted on the website of the Company at www.comfortcommotrade.com
32) SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 with respect to Board Meetings and General Meetings respectively specified by the Institute of Company Secretaries of India.
33) CORPORATE SOCIAL RESPONSIBILITY
The Company does not come under the purview of the provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility.
Your Board takes this opportunity to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions, regulatory and government authorities for all the support rendered during the year under review.
The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.
The Board places on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year and their families for making the Company what it is.
|BY ORDER OF THE BOARD OF DIRECTORS|
|OF COMFORT COMMOTRADE LIMITED|
|ANKUR ANIL AGRAWAL|
|DATE: AUGUST 14, 2019|