Comfort Commotrade Ltd Directors Report.

To the Members of the Company,

Your Directors are pleased to present the Nineth Annual Report on the business and operations of the Company with Audited Accounts for the year ended March 31, 2016. The Financial results of the Company are summarized below:

FINANCIAL RESULTS

(Rs. In Lacs)
PARTICULARS STANDALONE STANDALONE CONSOLIDATED CONSOLIDATED
YEAR ENDED MARCH 31, 2016 YEAR ENDED MARCH 31, 2015 YEAR ENDED MARCH 31, 2016 YEAR ENDED MARCH 31, 2015
Total Revenue 258.40 169.92 488.03 496.04
Profit Before Depreciation and Taxes 44.76 111.70 197.26 140.67
Less: Depreciation 2.98 3.83 2.98 3.83
Less: Provision for
(a) Income Tax 12.31 28.50 12.31 28.50
(b) Deferred Tax 0.0023 (0.07) 0.0023 (0.07)
Income Tax paid of earlier years (2.69) (2.30) (2.69) (2.30)
Total Tax Expenses 9.63 26.13 9.63 26.13
Profit / (Loss) for the year 32.16 81.72 184.65 110.70
Add: Brought forward from last year 113.35 56.05 142.32 56.05
Profits Distributable 145.50 137.78 326.98 166.75
Appropriated as under:
Transfer to Special Reserve - - - -
Depreciation Adjustment - (0.38) - (0.38)
Proposed Equity Dividend 20.04 20.04 20.04 20.04
Tax on Distributed Profits 4.01 4.01 4.01 4.01
Balance Carried Forward to Balance 121.45 113.35 302.92 142.33
Sheet

FINANCIAL HIGHLIGHTS STANDALONE:-

• Total Revenue stood at Rs.258.40 Lacs for fiscal 2016

• Profit before Tax for fiscal 2016 is Rs. 41.78 Lacs

• Profit After Tax for fiscal 2016 is Rs. 32.15 Lacs

• Basic earning per share for fiscal 2016 is Rs. 0.32 per share

Recommend Dividend for the Financial Year 2015-16 on Equity Shares of Rs. 10/-each at Rs. 0.20/- paise per Equity Share equivalent to 2% of the paid-up capital of the company aggregating to Rs. 20,04,000/- (Rupees Twenty Lacs Four Thousand Rupees Only.)

CONSOLIDATED:-

• Total Revenue stood at Rs. 488.03 Lacs for fiscal 2016

• Profit before Tax for fiscal 2016 is Rs. 194.28 Lacs

• Profit After Tax for fiscal 2016 is Rs. 184.65 Lacs

• Basic earning per share for fiscal 2016 is Rs. 1.84 per share

DIRECTORS

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the /Act’) and the Articles of Association of the Company, the Board of Directors of your Company appointed Mr. Devendra Lal Thakur as an Additional Director (Non-Executive & Independent) of the Company effective November 24, 2015 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received declaration from Mr. Devendra Lal Thakur confirming he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange.

Accordingly, his candidature for appointment as a Non-Executive & Independent Director of the Company is included at Item No. 5 of the Notice to the Annual General Meeting.

Mr. Sushil Jain resigned from the Board with effect from November 24, 2015 due to his personal reason. The Board records its sincere appreciation and gratitude for the services rendered and guidance provided by him.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association, Mr. Bharat Shiroya, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Regulations including any statutory modification(s) or re-enactment(s) for the time being in force.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

A brief profile and other details, as stipulated under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the above directors seeking appointment / re-appointment is given as additional information on Directors which forms part of the Notice.

(i) Board Evaluation

Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Executive and Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

(ii) Details of Board Meetings held

During the year Six Board Meetings and one Independent Directors Meeting was held. The details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 were adhered to while considering the time gap between two meetings.

(iv) Constitution of Committees

The Board has constituted an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, the details of which have been mentioned in the Corporate Governance Report.

DETAILS OF KEY MANAGERIAL PERSONNEL

Ms. Natasha Fatehchandka had resigned from office of Compliance Officer of the Company and Ms. Vrunda Jani a Qualified Company Secretary has been appointed as Company Secretary & Compliance Officer of the Company with effect from December 1, 2015.

DIVIDEND

Your directors are pleased to recommend dividend for the Financial Year 2015-16 on Equity Shares of Rs. 10/-each at Rs. 0.20/- paise per Equity Share equivalent to 2% of the paid-up capital of the company aggregating to Rs. 20,04,000/- (Rupees Twenty Lacs Four Thousand Rupees Only)

SUBSIDIARY COMPANIES

Your Company has two Wholly Owned Subsidiaries Companies viz. Shyam Trade Link Pte. Ltd in Singapore incorporated as on December 31, 2013 and Anjali Tradelink FZE in U.A.E. incorporated as on January 28, 2014.

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure - 1 to the report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. That in the preparation of the annual accounts for the Financial Year ended March 31, 2016 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had 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 and loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the Financial Year ended March 31, 2016 on a going concern basis.

5. That 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.

6. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

AUDITORS

(i) Statutory Auditor

The retiring auditors, namely M/s. Bansal Bansal & Co., Practicing Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting.

(ii) Secretarial Auditor

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as measure of good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R M Mimani & Associates LLP, Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2015-16. The report of the Secretarial Auditors is enclosed as Annexure - 2 to this report.

(iii) Internal Auditor

M/s SARA & Associates., Practicing Chartered Accountants, Mumbai, performs the duties of Internal Auditors of the Company for Financial Year 2015-16 and their report is reviewed by the Audit committee from time to time.

COMMENTS ON AUDITOR’S REPORT (i) Statutory Auditor

No comments received from Statutory Auditors as they give non-qualified opinion

(ii) Secretarial Auditor

With regard to point no. (i) i.e not fully complied with the provisions 203 of the Companies Act, 2013, during the year the Company Secretary of the Company was not appointed but with effect from December 1, 2015, a Qualified Company Secretary has been appointed.

With regard to point no. (ii) i.e Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with regard to maintenance of functional website it is due to technical reasons and the company is in the process of redesigning the entire website of the company according to the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is in the process to update the same.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Vigil Mechanism named ‘Whistle Blower Policy’ to deal with instances of fraud and mismanagement, if any. The Board has adopted a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the

Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to promote reporting of any unethical or improper practice or violation of the company’s Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.comfortcommotrade.com/ files/whilstleblowers.pdf.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were at an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the company’s website at http://www. comfortcommotrade.com. Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - 3 to this report.

ADOPTION OF VARIOUS POLICIES

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the policy are stated in the Corporate Governance Report.

Further the Board of Directors of the Company have also approved and adopted various policies as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANTI-SEXUAL HARASSEMENT POLICY

The Company has an Anti Sexual Harassment Policy in place. During the year under review, there were no complaints in this regard.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on March 31, 2016 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure 4 to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2016, are given in the notes to the Financial Statements.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for Board Members and Senior Management Personnel of the Company. The Code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.comfortcommotrade.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chief Financial Officer is given at the end of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

The Company has also adopted a Code of Conduct for Prevention of Insider Trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

During the year under Report, there has been due compliance with the said Code of Conduct for Prevention of Insider Trading.

The Board has already adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.comfortcommotrade.com.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees and Directors of the Company is furnished hereunder:

Sr. No Name of the Director/ KMP Designation Remuneration 2015-16 Remuneration 2014-15 Increase/ Decrease Ratio/Times per median of employee remuneration
1 Mr. Yogesh Bharti* CFO Rs. 141302/- Rs 20000/- N.A. 0.49
2 Ms. Vrunda Jani** CS Rs. 95913/- N.A. N.A. 0.33

*Mr. Yogesh Bharti was appointed as CFO with effect from February 14, 2015 and has ceased to be CFO with effect from August 6, 2016. Further, Ms Natasha Fatehchandka is appointed as CFO with effect from August 6, 2016.

**Ms. Vrunda Jani was appointed as CS with effect from December 1, 2015

MIGRATION FROM BSE-SME TO BSE MAIN BOARD

As your Company has already intimated you regarding the migration of its Equity Shares from BSE – SME to BSE Main Board. Accordingly your Company has taken your approval through Postal Ballot and completed the procedure for the migration with BSE Limited and accordingly on April 26, 2016, BSE has issued a notice for approving the same.

APPOINTMENT OF NEW REGISTRAR AND SHARE TRANSFER AGENT

The Company’s current Registrars i.e. M/s. Sharepro Services (India) Pvt. Ltd. has received a ban from SEBI. Hence the Company has wide it’s Board Meeting held on May 30, 2016 decided to switch its RTA services to M/s Sharex Dynamic (India) Pvt. Ltd. from M/s Sharepro Services (India) Private Limited.

INTERNAL CONTROL SYSTEM 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.

BUSINESS RISK MANAGEMENT

The Company has been addressing various risks impacting the company and the policy of the Company on Risk Management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis for the year 2015-16 and a detailed report on Corporate Governance, as required under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) executed with the Stock Exchange, are given in separate sections forming part of the Annual Report.

Auditors Certificate of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Directors’ Report as Annexure - 6 to this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits as on March 31, 2016 so as to attract the provisions of Chapter V of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time.

PARTICULARS OF EMPOLYEES UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING

The Equity Shares of the Company are at presently listed with the BSE Limited. The Company has migrated from BSE –SME to BSE Main Board on April 26, 2016. The company is regular in payment of listing fee.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of the SEBI Listing (Obligation and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow Statement for the year ended March 31, 2016 is annexed here to as a part of the Financial Statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure -5 to this report.

ACKNOWLEDGEMENT

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, MCX, NCDEX and BSE Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, Co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD
Sd/-
Place: Mumbai ANIL AGRAWAL
Date: August 6, 2016 Whole Time Director