Comfort Commotrade Ltd Directors Report.
To the Members of the Company,
Your Directors are pleased to present the Tenth Annual Report on the business and operations of the Company with Audited Financial Statements for the year ended March 31, 2017. The Financial Results of the Company are summarized below:
(Rs. In Lacs)
|YEAR ENDED MARCH 31, 2017||YEAR ENDED MARCH 31, 2016||YEAR ENDED MARCH 31, 2017||YEAR ENDED MARCH 31, 2016|
|Profit Before Depreciation and Taxes||105.34||44.76||112.06||197.26|
|Less: Provision for|
|(a) Income Tax||(27.51)||(12.31)||(27.51)||(12.31)|
|(b) Deferred Tax||0.14||(0.0023)||0.14||(0.0023)|
|Income Tax paid of earlier years||1.15||2.69||1.15||2.69|
|Total Tax Expenses||26.22||9.63||26.22||9.63|
|Profit / (Loss) for the year||76.39||32.15||83.10||184.65|
|Add: Brought forward from last year||121.45||113.35||302.92||142.32|
|Appropriated as under:|
|Transfer to Special Reserve||-||-||-||-|
|Proposed Equity Dividend||(20.04)||(20.04)||(20.04)||(20.04)|
|Tax on Distributed Profits||(4.08)||(4.01)||(4.08)||(4.01)|
|Balance Carried Forward to||173.72||121.45||361.90||302.92|
Total Revenue stood at Rs.548.03 Lacs for fiscal 2017
Profit before Tax for fiscal 2017 is Rs. 102.61 Lacs
Profit After Tax for fiscal 2017 is Rs. 76.39 Lacs
Basic earning per share for fiscal 2017 is Rs. 0.76 per share
Recommend Dividend for the Financial Year 2016-17 on Equity Shares of Rs. 10/-each at Re. 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.)
Total Revenue stood at Rs. 968.02 Lacs for fiscal 2017
Profit before Tax for fiscal 2017 is Rs. 109.32 Lacs
Profit After Tax for fiscal 2017 is Rs. 83.10 Lacs
Basic earning per share for fiscal 2017 is Rs. 0.83 per share
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association, Mrs. Annu Agrawal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.
In accordance with the provisions of Sections 196, 203 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and as recommended by the Nomination and Remuneration Committee of the Board, and subject to the approval of the shareholders, the Board of Directors at its meeting held on May 20, 2017, reappointed Mr. Anil Agrawal (DIN: 00014413) as the Whole-time Director of the Company with effect from April 24, 2017, for a period of Five years.
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 Obligations and Disclosure Requirements) Regulations 2015.
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 Requirements) 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 Four 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 Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.
(iii) 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
Mr. Yogesh Bharti has resigned from the office of Chief Financial Officer of Fatehchandka was appointed as Chief Financial Officer of the Company with effect from August 6, 2016. Ms. Vrunda Jani has resigned from office of Company Secretary & Compliance Officer of the Company with effect from November 5, 2016 and Ms. Himisha Patel was appointed as Company Secretary & Compliance Officer of the Company with effect from May 20, 2017 and has resigned with effect from July 21, 2017.
Your directors are pleased to recommend dividend for the Financial Year 2016-17 on Equity Shares of Rs. 10/-each at Re. 0.20 paise per Equity Share equivalent to 2% of the paid-up share capital of the company aggregating to Rs. 20,04,000/- (Rupees Twenty Lacs Four Thousand Rupees Only)
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has two Wholly Owned Subsidiaries Companies viz. M/s Shyam Trade Link Pte. Ltd in Singapore incorporated as on December 31, 2013 and M/s Anjali Tradelink FZE in U.A.E. incorporated as on January 28, 2014. The company does not have holding or associate companies during the year and no other company has become holding / subsidiary/ joint venture.
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 companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is attached to this report as Annexure - 1.
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, 2017 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, 2017 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.
(i) Statutory Auditor
The term of the existing Statutory Auditors, M/s Bansal Bansal & Co., Chartered Accountants is upto the conclusion of this Annual General Meeting (AGM) and hence the Board of Directors has based on the recommendation of the Audit Committee, at its meeting held on August 5, 2017 proposed the appointment of M/s Gupta Shyam & Co., Chartered Accountants (Firm Registration No. 103450W), as the Statutory Auditors of the Company for a period of five years, to hold office from the conclusion of this AGM till the conclusion of the Fifteenth Annual General Meeting of the Company to be held in the calendar year 2022, subject to ratification of their appointment at every Annual General Meeting, if so required under the Act.
(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 2016-17. The report of the Secretarial Auditors is enclosed as Annexure - 2 to this report.
(iii) Internal Auditor
M/S SARA & Associates, Chartered Accountants have performed their duties as an Internal Auditors of the company for the F.Y 2016-17 and their report is reviewed by the Audit Committee from time to time. Further, Board of Directors of the Company has appointed M/s. SARA & Associates, Chartered Accountants as an Internal Auditors of the company for the F.Y 2017-18.
COMMENTS ON AUDITORS REPORT
(i) Statutory Auditor
No comments received from Statutory Auditors as they give non-qualified opinion.
(ii) Secretarial Auditor
No comments received from Secretarial Auditors as they give non-qualified opinion.
The Company is not required to undertake the Cost Audit as required under Section 148 of the Companies Act, 2013.
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 companys 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 www.comfortcommotrade.com.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year were at an arms 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 companys website at 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.
ANTI-SEXUAL HARASSEMENT POLICY
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.
During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on March 31, 2017 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, 2017, 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 Companys 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
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) / EMPLOYEES
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 during the year ended March 31, 2017 is furnished hereunder:
|Sr. No||Chartered Accountants||Designation||Remuneration 2016-17||Remuneration 2015-16||Increase/ Decrease||Ratio/Times per median of employee remuneration|
|1||Mr. Yogesh Bharti*||Chief Financial Officer||Rs 42,006/-||Rs 1,41,302/-||Rs -99,296/-||0.14|
|2||Ms.Natasha Fatehchandka**||Chief Financial Officer||Rs 2,33,749/-||-||Rs +2,33,749/-||0.78|
|3||Ms. Vrunda Jani***||Company Secretary||Rs 1,95,772/-||Rs 95,913/-||Rs +99,859/-||0.65|
*Mr. Yogesh Bharti has resigned as Chief Financial Officer (CFO) with effect from August 6,
**Ms Natasha Fatehchandka was appointed as Chief Financial Officer (CFO) with effect from August 6, 2016.
***Ms. Vrunda Jani was appointed as Company Secretary and Compliance Officer with effect from December 1, 2015 and has resigned as Company Secretary and Compliance Officer with effect from November 5, 2016.
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 2016-17 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.
Statutory Auditors Certificate of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Regulation 27 of the Listing SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Directors Report as Annexure - 6.
The Company has not accepted any fixed deposits as on March 31, 2017 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.
The Equity Shares of the Company are at presently listed with the BSE Limited. 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 Obligations and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow Statement for the year ended March 31, 2017 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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The implementation of CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 are not applicable to the Company.
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|
|Place : Mumbai||Anil Agrawal||Bharat Shiroya|
|Date : August 5, 2017||Whole-time Director||Director|