| Dear Members,
The Directors have pleasure in presenting the 33rd 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 YEAR ENDED YEAR ENDED
31ST MARCH 2015 31ST MARCH 2014
Income from Operations 398.25 278.73
Profit Before Depreciation and Taxes 266.34 87.75
Less: Depreciation (1.76) (1.77)
Less : Provision for
(a) Income tax (56.76) (24.21)
(b) Deferred tax -- --
Income Tax paid of Earlier years 0.59 0.08
Provisions for Loans & Advances -
Profit for the Year 207.24 61.70
Add: Brought forward from last year 225.06 201.09
Distributable Profits 432.30 262.79
Appropriated as under:
Transfer to Special Reserve (41.45) (12.34)
Proposed Equity Dividend (21.70) (21.70)
Tax on Distributed Profits (4.34) (3.69)
Balance Carried Forward to 364.81 225.06
Balance sheet
DIVIDEND:
Your directors are pleased to recommend the dividend for the financial
year 2014-15 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. 21,70,260/- (Rupees Twenty One Lakhs Seventy
thousand Two Hundred and Sixty Only)
FINANCIAL HIGHLIGHTS:
* Income from operations stood at Rs. 398.25 lacs for fiscal 2015
* Profit before taxes for fiscal 2015 is Rs. 264.58 lacs
* Profit after taxes for fiscal 2015 is Rs. 207.24 lacs
* Basic earning per share for fiscal 2015 is Rs. 1.91 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 49
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.
Appointment of Key Managerial Personnel (KMPs)
Chief Financial Officer (CFO)
The Board of Directors of the Company at its meeting held on February
13, 2015, in terms of Section 203 of the Act had designated Ms. Nirmala
Kanjar as the Chief Financial Officer of the Company
Appointment of Company Secretary & Compliance officer
The Board of Directors of the Company at its meeting held on February
13, 2015, in terms of Section 203 of the Act had appointed Ms. Kalpita
Keluskar as Company Secretary & Compliance officer of the Company.
Board Evaluation
Board Evaluation Pursuant to the provisions of the Companies Act, 2013
and Clause 49 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,
Nomination and Remuneration as well as stakeholder relationship
committee. The Directors expressed their satisfaction with the
evaluation process.
(i) Details of Board Meetings held
During the year Seven Board Meetings and one independent directors'
meeting were 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.
(ii) Constitution of Committees
The Board has constituted an Audit Committee, Nomination & Remuneration
Committee and a Stakeholder Relationship Committee, the details of
which have been mentioned in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement 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 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 of 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
provision 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., 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
Pursuant to the provisions of the Section 204 of the Companies Act,
2013 read with Rule 8 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and as a measure of good corporate governance
practice, the Board of Directors of the Company hereby appointed M/s. R
M Mimani & Associates LLP, Practicing Company Secretaries as
Secretarial Auditors of the Company for the Financial Year 2014-2015.
The report of the Secretarial Auditors is enclosed as Annexure 4 to
this report.
(iii) Internal Auditor
M/S Pravin Chandak & Associates, Practicing Chartered Accountants
performs the duties of internal auditors of the company and their
report is reviewed by the audit committee from time to time for
2014-15.
COMMENTS ON AUDITOR'S REPORT:
Statutory Auditor
As regards exposure norms of RBI for a single borrower, the limit has
exceeded in case of one of the Borrower. The said exposure is secured
which is more than sufficient to cover the entire amount due from the
borrower and the management is confident of realizing these dues.
Secretarial Auditor:
As regards exposure norms of RBI for a single borrower, the limit has
exceeded in case of one of the Borrower. However, provisioning norms of
RBI has been followed. Also the said exposure is secured which is more
than sufficient to cover the entire amount due from the borrower and
the management is confident of realizing these dues.
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.
As regard to Securities and Exchange Board of India (SEBI) interim
order dated December 19, 2014 passed under section 11 and 11 B has
barred the Company and one of its promoters group from accessing the
Capital Market. The Company has filed its reply with the SEBI with
regard to above said order. The Hearing took place and final order yet
to be awaited
COST AUDIT:
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 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.comfortfincap.com/whistle
blower policy.php
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered 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 yearly 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 yearly basis. The policy on Related Party
Transactions as approved by the Board is uploaded on the company's
website at http://www.comfortfincap.com/related party tran policy.
php. 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 2 to this report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT9 is annexed herewith as Annexure 3.
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.
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.comfortfincap.com. The Board members and senior management
personnel have affirmed compliance with the said code of conduct.
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 at
its meeting held on 30th May 2015 has 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. comfortfincap.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 of the Company and Directors during the year as
follows:
Sr. Name of the Director/ KMP Designation Remuneration
No 2014-15
1 Mr. Anil Agrawal Director Nil
2 Mr. Bharat Shiroya Managing Nil
Director
3 *Mrs. Nirmala Kanjar Chief Financial Rs. 5,73,338/-
Officer (CFO)
4 **Ms. Kalpita Keluskar Company Rs. 89,323/-
Secretary
Sr. Name of the Remuneration Increase/ Ratio/Times
No Director/ KMP 2013-14 Decrease per median
of employee
remuneration
1 Mr. Anil Nil Nil Nil
Agrawal
2 Mr. Bharat Nil Nil Nil
Shiroya
3 *Mrs. Nirmala Rs. 4,60,409/- 1,12,929/- 2.21
Kanjar
4 **Ms. Kalpita - 89,323/- 0.34
Keluskar
* Mrs. Nirmala Kanjar has designated as Chief Financial officer (CFO)
w.e.f 13th February, 2015
** Ms. Kalpita Keluskar has appointed as Company Secretary w.e.f 13th
February, 2015 POSTAL BALLOT:
The board of Directors of the Company in its meeting held on June 15,
2015 approved the Postal ballot Notice for shifting of Registered
Office of the Company from Kolkata, state of West Bengal to Mumbai,
state of Maharashtra and consequential amendment in Clause II of the
Memorandum of Association subject to approval of Shareholders. The
Shareholders have given their approval for shifting of registered
office of the Company and accordingly Special Resolution has been
passed on July 25, 2015. Further proceedings are in process.
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.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any fixed
deposits.
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 49 of
the Listing agreement executed with the Stock Exchanges, 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 49 is annexed to the report on
Corporate Governance.
PARTICULARS OF EMPOLYEES:
The provisions of Section 197(12) of the Companies Act, 2013 read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, 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 presently listed at BSE Ltd and
Calcutta Stock Exchange Limited. The company is regular in payment of
listing fee.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information in accordance with the provisions Section 134 (3) (m) of
the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption and foreign
exchange earning and outgo is given in the Annexure - 1.
DISCLOSURE -SEXUAL HARASSMENT POLICY
The company has in place, an Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. A Local Complaints
Committee (LCC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed of during the year 2014-15:
Number of complaints received - Nil
Number of complaints disposed of - Nil
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Securities and Exchange Board of India had passed an Ex-parte ad-
interim order under sections 11(1), 11(4) and 11b of the Securities and
Exchange Board of India Act, 1992 in the matter of First Financial
Services ltd on 19/12/2014. In the said order SEBI has restricted
Company for accessing the securities market and buying, selling or
dealing in securities, either directly or indirectly, in any manner,
till further directions of SEBI. The Company has filed its reply with
the SEBI with regard to above said order. The Hearing took place and
final order yet to be awaited.
Except above no significant or material orders passed by any regulator,
tribunal or court that would impact the going concern status of the
Company and its future operations.
ACKNOWLEDGEMENT:
Your directors place on record their gratitude for the continued
co-operation and guidance extended by the Securities and Exchange Board
of India, Reserve bank of India, BSE Limited, Calcutta Stock Exchange
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
Dated:8th August, 2015 Chairman & Promoter Director
|