| To the Members of the Company,
The Directors have pleasure in presenting the Eighth Annual Report on
the business and operations of your Company with Audited Accounts for
the year ended 31st March 2015. The financial results of the Company
are summarized below:
FINANCIAL RESULTS:
(Rs. In Lacs)
PARTICULARS STANDALONE STANDALONE CONSOLIDATED
YEAR ENDED YEAR ENDED YEAR ENDED
31ST MARCH
2015 31ST MARCH
2014 31ST MARCH
2015
Income from Operations 22.68 22.81 68.15
Profit Before Depreciation
and Taxes 111.70 66.26 140.67
Less: Depreciation 3.83 3.49 3.83
Less : Provision for
(a) Income tax 28.50 15.08 28.50
(b) Deferred tax (0.069) 0.62 (0.069)
Income Tax paid of Earlier
years (2.30) 0.01 (2.30)
Profit for the Year 81.73 47.06 110.70
FINANCIAL HIGHLIGHTS:
STANDALONE:-
- Income from operations stood at Rs.22.68 Lacs for fiscal 2015
- Profit before Tax for fiscal 2015 is Rs. 107.86 Lacs
- Profit After Tax for fiscal 2015 is Rs. 81.73 Lacs
- Basic earning per share for fiscal 2015 is Rs. 0.82 per share
- Recommend Dividend for the financial year 2014-2015 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/-
(Twenty Lacs Four Thousand Rupees Only.)
CONSOLIDATED:-
- Income from operations stood at Rs. 68.15 Lacs for fiscal 2015
- Profit before Tax for fiscal 2015 is Rs. 136.83 Lacs
- Profit After Tax for fiscal 2015 is Rs. 110.70 Lacs
- Basic earning per share for fiscal 2015 is Rs. 1.10 per share
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association, Mrs. Annu Agrawal, Director of the company
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers herself 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 Clause 52 of Listing Agreement.
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 resume and other details, as stipulated under the Listing
Agreement for the above director seeking 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 Clause 52 of the Listing Agreement, 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 Chairman and the Non Independent
Directors was carried out by the Independent Directors. The board also
carried out annual performance evaluation of the working of its Audit
and Shareholders / Investors Relations And Grievance 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 Director
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 Listing Agreement were adhered to while
considering the time gap between two meetings.
(iii) Constitution of Committees
The Board has constituted Audit Committee and a Shareholders /
Investors Relations And Grievance Committee, the details of which have
been mentioned in the Corporate Governance Report. Further, the
nomination and remuneration committee has been constituted by the Board
in the meeting held on 30th May, 2015.
DIVIDEND:
Your directors are pleased to recommend dividend for the financial year
2014-2015 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/- (Twenty Lacs Four Thousand Rupees Only.)
SUBSIDIARY COMPANIES:
Your Company have two Wholly Owned Subsidiary Companies viz. Shyam
Trade Link Pte. Ltd in Singapore incorporated as on 31st December, 2013
and Anjali Tradelink FZE in U.A.E. incorporated as on 28th January,
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.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Clause (c) of sub section (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 31st March, 2015 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 31st March, 2015 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 and are seeking re-appointment. They
have confirmed that their appointment if made, at the Annual General
Meeting, will be within the limits prescribed under Companies Act,
2013. They have also confirmed that they hold a valid peer review
certificate as prescribed under Clause 41(1) (h) of the Listing
Agreement. Members are requested to consider their reappointment.
(ii) Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013 and Rules made there
under, M/s. R M Mimani & Associates LLP, Practicing Company Secretaries
have been appointed Secretarial Auditors of the Company. The report of
the Secretarial Auditors is enclosed as Annexure 2 to this report.
(iii) Internal Auditor
M/S Pravin Chandak & Associates., Practicing Chartered Accountants,
Mumbai, performs the duties of internal auditors of the company and
their report is reviewed by the Audit committee from time to time.
COMMENTS ON AUDITOR'S REPORT:
Secretarial Auditor:
With regards to Point No.(a) of the Secretarial Auditors report i.e The
Company has given loans and advances in excess of the limit specified
under section 186 of the Companies Act, 2013, The Directors took the
note of the same and will obtain the required approval from the member
of the Company in the forthcoming General meeting.
With regards to Point No.(b) of the Secretarial Auditors report i.e The
Company not having appointed the Company Secretary as required under
section 203 of the Companies Act, 2013, the Company has made suitable
efforts for the recruitment of suitable candidate for the post of
Company Secretary.
With regards to Point No.(c) of the Secretarial Auditors report i.e The
Company has delayed in fling of certain returns/ forms with the
Registrar of Companies, these forms/returns have been filed by making
the payment of the additional fee as prescribed by the law.
With regards to Point No.(d) of the Secretarial Auditors report i.e The
Company is in process of formulating the certain policies as required
under the Companies Act, 2013 and listing agreement and will finalize
the same as and when the policies are mandatorily applicable to the
Company.
VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at
http://www.comfortcommotrade.com/fles/whilstleblowers.pdf.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC -2 is enclosed as
Annexure 3. The Board of Directors of the Company has, on the
recommendation of the Audit Committee, adopted a policy to regulate
transactions between the Company and its Related Parties, in compliance
with the applicable provisions of the Companies Act 2013, the Rules
there under and the Listing Agreement. This Policy was considered and
approved by the Board and has been uploaded on the website of the
Company at http://www.
comfortcommotrade.com/files/relatedpartytransactionpolicy.pdf.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT -9 is annexed herewith as Annexure 4.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
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 is furnished
hereunder:
Sr. Name of the Designation Remuneration Remuneration
No Director/ KMP 2014-15 2013-14
1 Mr. Yogesh Bharti* CFO Rs 20000/- --
Name of the Director/KMP Increase/ Ratio/Times per
Decrease median of employee
remuneration
Mr Yogesh Bharti 20,000 0.41
* Mr. Yogesh Bharti was appointed as CFO with effect from 14th
February, 2015.
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.
NOMINATION AND REMUNERATION COMMITTEE:
In pursuant to the provision of Section 178 of the Companies Act, 2013
it is mandatory to constitute Nomination & Remuneration Committee.
Accordingly Board has constituted Nomination & Remuneration Committee
in the Board meeting held on 30th May, 2015.
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 2014-15 and a
detailed report on Corporate Governance, as required under Clause 52 of
the Listing Agreement (BSE-SME) executed with the Stock Exchange, are
given in separate sections forming part of the Annual Report.
A Certificate from Statutory Auditors of the company, M/s. Bansal
Bansal & Co., confirming compliance with the conditions of Corporate
Governance stipulated in Clause 52 is annexed to the report on
Corporate Governance.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits as on 31st March 2015
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 SME
Platform of BSE Limited. The company is regular in payment of listing
fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 34 of the Listing agreement
(BSE-SME) and requirements of Companies Act, 2013, the Cash flow
Statement for the year ended 31.03.2015 is annexed here to.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
Annexure 5.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
A policy on sexual harassment of women at workplace has been drafted
and approved by the Board in its meeting held on May 30, 2015. A
Committee namely Internal Control Committee has been construed for
protection of women against Sexual Harassment at the workplace
consisting of the following:-
Name of the Member Position
Mrs. Annu Agrawal Chairman
Mrs. Armina Norah Menezes Member
Ms. Natasha Fatehchandka Member
The Committee will look after the complaints received from the women
employees and will also work for Safety of Women at workplace.
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-SME 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.
By Order of the Board
Sd/-
Place : Mumbai Anil Agrawal
Dated : 08.08.2015 Chairman & Whole Time Director |