Directors Report of Comfort Intech Ltd.
Mar 31, 2023
The directors have pleasure in presenting the 29th (Twenty-Ninth) Annual Report of Comfort Intech Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (consolidated and standalone), for the financial year ended March 31, 2023.
The summary of Audited (Consolidated and Standalone) Financial performance of the Company, for the financial year ended March 31, 2023 is summarized as under:
|
(Rs. in Lakh, except EPS) |
||||
|
PARTICULARS |
standalone |
CONSOLIDATED |
||
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
|
|
Revenue from Operations |
16,412.41 |
13,210.58 |
16,412.41 |
13,210.58 |
|
Other Income |
90.40 |
41.06 |
90.40 |
41.06 |
|
Total Income |
16,502.81 |
13,251.65 |
16,502.81 |
13,251.65 |
|
Total expenditure |
15,705.62 |
12,599.90 |
15,705.62 |
12,599.90 |
|
Profit before Tax |
797.19 |
651.74 |
797.19 |
651.74 |
|
Current Tax Expenses |
184.61 |
117.37 |
184.61 |
117.37 |
|
Deferred Tax |
23.93 |
51.60 |
23.93 |
51.60 |
|
Tax of earlier years |
(0.52) |
2.78 |
(0.52) |
2.78 |
|
Profit for the Year |
557.10 |
276.32 |
669.94 |
578.04 |
|
earnings Per Share (EPS) (Basic & Diluted)* |
0.18 |
0.15 |
0.22 |
0.24 |
*Note: Subsequent to quarter ended March 31,2023, the equity shares of the Company were sub-divided such that each equity share having face value of Rs. 10/- (Rupees Ten only) fully paid-up, was sub-divided into ten (10) equity shares having face value of Re. 1/- (Rupee One only) each, fully paid-up with effect from April 14,2023 (Record Date). Therefore, the Earnings Per Share (EPS) for the financial year ended March 31,2023 and all comparative periods presented above have been restated to give effect of the share split.
The consolidated and standalone financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.
During the year under review, your Company''s total revenue from operations on consolidated basis increased to Rs.
16.412.41 lakh as compared to Rs. 13,210.58 lakh in the previous financial year. The Net profit increased to Rs. 669.94 lakh as compared to Rs. 578.04 lakh in the previous financial year.
During the year under review, your Company''s total revenue from operations on standalone basis increased to Rs.
16.412.41 lakh as compared to Rs. 13,210.58 lakh in the previous financial year. The Net profit increased to Rs. 557.10 lakh as compared to Rs. 276.32 lakh in the previous financial year.
In accordance with Ind AS 108, the Company has disclosed the segment information in the statement of audited standalone and consolidated financial results.
In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Consolidated and Standalone Financial Statements, Consolidated and Standalone Cash Flow Statement, Report of the Auditor''s, Directors'' Report, Corporate Governance Report thereon are available on the website of the Company at www.comfortintech.com. Further, a detailed analysis of Company''s performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual Report.
The Board of Directors has recommended a final dividend of Rs. 0.06/- per equity share of Re. 1/- each equivalent to 6% on the paid up equity share capital of the Company for the financial year ended March 31, 2023 at their Meeting held on May 30, 2023 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.
Pursuant to the provisions of the Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. April 1, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. All the required details regarding TDS on dividend are forming part of the Notice of 29th AGM which forms part of this Annual Report.
During the year under review, there has been no change in amount of Authorized Share Capital of the Company. The issued Equity Share Capital of the Company as on March 31, 2023 was Rs. 31,99,71,540 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 3,19,97,154 equity shares of Rs. 10/- each and subscribed and paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs. 31,99,38,080/- (Rupees thirty-one crore ninety-nine lakh thirty-eight thousand and eighty only) divided into 3,19,93,808 equity shares of Rs. 10/- each.
During the financial year, your Board of Directors, at their meeting held on February 10, 2023, approved subdivision/ stock-split of existing One (1) equity share of the Company having face value of Rs. 10/- (Rupees Five only) each into Ten (10) equity shares of face value of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu in all aspects and without altering the aggregate amount of paid up share capital.
Further, the shareholders vide resolution passed by way of postal ballot through e-voting on March 27, 2023 approved the said split of equity shares and the consequential alteration in the Capital Clause of Memorandum of Association of the Company. Subsequently, after sub-division of equity shares, the authorised share capital of the Company was altered as Rs. 40,00,00,000/- (Rupees forty crore only) divided into 40,00,00,000 equity shares of Re. 01/- (Rupee One only) each, issued capital of the Company was altered as Rs. 31,99,71,540 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 31,99,71,540 equity shares of Re. 01/- (Rupee One only) each and the subscribed and paid- up share capital of the Company was altered as Rs. 31,99,38,080 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 31,99,38,080 equity shares of Re. 01/- (Rupee One only) each with effect from April 14, 2023 (Record Date).
Further, 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.
The amount which was transferred to reserves during the year under review was Rs. 589.17 lakh. The closing balance of the retained earnings of the Company for Financial Year 2023-2024, after all appropriation and adjustments was Rs. 7841.40 lakh.
6) LISTING WITH THE STOCK EXCHANGE
Your Company''s equity shares are listed on the BSE Limited. Accordingly, the Annual listing fees for the financial year 2022-23 and 2023-24 has been paid to the said stock exchange.
Pursuant to sub-division/split of equity shares, the Company has been allotted new ISIN: INE819A01049 on April 14, 2023 (Record Date).
7) subsidiaries, associates and joint ventures
The Company has three Associate Companies namely, Lemonade Shares & Securities Private Limited, Comfort Securities Limited and Liquors India Limited and has no other subsidiaries or joint venture within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2023. During the year, there has been no material change in the nature of the business of the Associate Companies and no Company became or ceased to be subsidiary, associate company or joint venture.
Further, the report on the performance, financial position and overall contribution to Company''s profitability of the Associate and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as "Annexure I" to this report.
The Company has not accepted any deposits and as such, no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.
9) MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.
10) corporate governance
The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V(E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.
Further, a declaration with respect to the compliance with the Code of Conduct duly signed by the Chief Executive Officer of the Company forming part of this Annual report.
11) board of directors and key managerial personnel
I. Board of Directors
The Board of Directors is the apex body constituted by the shareholders for overseeing the Company''s overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders and other stakeholders.
The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.
The Composition of the Board of Directors is in conformity with section 149 of the Act read with regulation 17 of the SEBI Listing Regulations.
Following were the Directors as on March 31, 2023:
|
Sr. No. |
Name of the Directors |
DIN |
Category |
|
1 |
Mr. Ankur Agrawal |
06408167 |
Non-Executive - Non-Independent Director, Chairperson |
|
2 |
Mr. Devendra Lal Thakur |
00392511 |
Non-Executive - Independent Director |
|
3 |
Mr. Milin Ramani |
07697636 |
Non-Executive Independent Director |
|
4 |
Mrs. Apeksha Kadam |
08878724 |
Executive Woman Director |
a. Changes in Directors:
(1) Cessation / Resignation:
During the year under review, there was no instance of cessation / resignation by any of the Director of Company.
(2) Appointment / Re-appointment:
During the year under review, there was no instance of appointment / re-appointment of any of the Director of Company.
3) Director liable to retire by rotation:
Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Non-Executive - Non Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Ankur Agrawal. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 29th AGM which forms part of this Annual Report.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
None of the directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations.
II. Key Managerial Personnel
Following were the Key Managerial Personnel (KMP) as on March 31, 2023 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
Sr. No. |
name of the KMP |
designation |
|
1 |
Mr. Anil Agrawal |
Chief Executive Officer |
|
2 |
Mr. Kailash Purohit |
Chief Financial Officer |
|
3 |
Ms. Nidhi Busa |
Company Secretary & Compliance Officer |
|
There were no changes in KMP during the year under review. |
||
III. director''s Evaluation
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, Board Committees, individual director and the Board as whole.
The Company has formulated a policy for performance evaluation of the Independent Directors, Board committees, other individual Directors and Board as a whole which includes criteria for performance evaluation of the NonExecutive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on February 10, 2023, excluding the independent director being evaluated.
In a separate meeting of Independent Directors held on February 10, 2023, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and they assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.
The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.
IV. Declaration by Independent Directors:
The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.
The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.comfortintech. com/Investorrelation.
Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.
V. Familiarization program for Independent Directors:
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry and issues. Separate sessions are organized during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Company''s website at http://www.comfortintech. com/Investorrelation.
The familiarization program aims to provide the Independent Directors 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 operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted 1 program during the Financial Year 2022-23 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 7 and the time spent by Independent Directors was in the range of 12 hours. The policy on Company''s familiarization program for independent directors is hosted on the Company''s website at http:// www.comfortintech.com/Investorrelation.
VI. Board and Committee Meetings:
During the financial year 2022-23, five (5) Board Meetings and Twelve (12) Committee Meetings were held. The Board has established following three Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:
a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Stakeholders'' Relationship Committee;
Further, the Company also has an Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.
12) AUDIToRS
a. STATUToRY AUDIToR
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, at the 28th AGM held on September 29, 2022, the Members of the Company approved the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W), as the Statutory Auditor of the Company for a further period of Five (5) consecutive years to hold office from the conclusion of the 28th AGM till the conclusion of the 33rd AGM to be held in the year 2027.
M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2023 and have issued the Auditors'' Report thereon. The report provided by the Statutory Auditor along with the notes is enclosed with the Financial Statements.
The Statutory Auditors has issued modified opinion on the Financial Statements for the Financial Year ended March 31, 2023 as mentioned below:
"The Company has not provided for defined benefit obligation in the nature of gratuity based on the requirement of Ind AS 19 i.e. "Employee Benefit", which requires defined benefit obligation to be recognized based on actuarial valuation basis.â
Management''s Explanation:
"The management is in due process of quantifying the gratuity obligation of the Company based on the actuarial valuation and the same and the said process will be completed in due course.â
The Auditor has further commented that the Company has to obtain the actuarial valuation report to comply with the Accounting Standards.
Further, the Statutory Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act. Further, the Statutory Auditor was present at the last AGM.
b. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2022-23 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The report of the Secretarial Auditor for the financial year 2022-23 is annexed as Annexure II to this report. The report is self-explanatory and does not contain any qualification, reservation and adverse remarks for the financial year ended March 31, 2023.
Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act.
Further, the Secretarial Auditor was present at the last AGM.
c. internal auditor
M/s. AHSP & Co., Chartered Accountants, performed the duties of internal auditors of the Company for the financial year 2022-23 and their report is reviewed by the Audit committee from time to time.
d. CoST AUDIToR
Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your company.
13) nomination and remuneration policy
The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and as approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the Company at web link: https://www.comfortintech.com/Investorrelation. The detailed policy aspects are mentioned in Corporate Governance Report forming part of this Annual Report.
14) RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions entered into are at an arm''s length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee and Board of Directors for review and approval on quarterly basis.
Further, details of the material related party transactions under Section 188 (1) of the Act, as required to be disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act is attached as Annexure III. Details of the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.
The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party(ies) and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/ Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchanges.
The said RPT policy and Report has been uploaded on the website of the Company and can be accessed at the following link: http://www.comfortintech.com/Investorrelation.
15) WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company''s vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, 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 suspected incidents of violation of applicable laws and regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.
The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for any redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are made available on the Company''s website at http://www.comfortintech.com/Investorrelation.
During the financial year 2022-23, no cases under this mechanism were reported to the Company.
16) prevention of sexual harassment of women at workplace
The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during the financial year 2022-23.
Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended,, the Annual Return of the Company for financial year 2022-23 is available on Company''s website at http://www.comfortintech.com/ Investorrelation.
18) directors'' responsibility statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;
ii. They 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. They 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. They have prepared the annual accounts on a going concern basis;
v. They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
vi. They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2022-23.
20) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)
Your Company had 10 employees as on March 31, 2023. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV of this report.
21) INTERNAL CONTROL SYSTEMS And Their Adequacy
The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
22) CONSERVATION Of ENERGY AND TECHNOLOGY ABSORPTION
The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.
The Company''s operations do not require significant import of technology.
23) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and outgo required under section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:
Total Foreign Exchange used and earned by the Company is as follows:
|
Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
|
Foreign Exchange Used |
- |
- |
|
Foreign Exchange Earned |
- |
- |
24) CORPORATE SOCIAL RESPONSIBILITY ("CSRâ)
The Corporate Social Responsibility ("CSR") initiatives and activities of the Company are aligning with the requirements of Section 135 of the Act and Rules made, Circulars, Notifications made/ issued thereunder.
The amount required to be spent by the Company on CSR during the financial year 2022-23 does not exceed fifty lakh rupees and accordingly all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.
During the Financial Year 2022-23, the Company has identified rural development projects as the focused area for its CSR activity (ies). The Company has also in place a CSR Policy as approved by the Board and the same is available on the Company''s website: http://www.comfortintech.com/Investorrelation.
Further, Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for Financial Year 2022-23. The detailed CSR Report in prescribed form is annexed to this Report as Annexure V.
25) business risk management
Your Company has laid down Risk Management Policy to identify risks inherent in the business operations of the Company which provides guidelines to define, measure, report, control and mitigate the identified risks. An enterprise-wide risk management framework is applied so that effective management of risks can be done. Risk is an integral part of every employee''s job. The Audit Committee plays an important role in evaluation of the risk management systems. The Policy is devised for identification of elements of risks and procedures for reporting the same to the Board. The Board reviews the business plan at regular intervals and develops the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others.
26) LoANS, GUARANTEES oR INVESTMENTS IN SECURITIES
The particulars of Loans, Guarantee and Investments covered under Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report.
27) CHIEF EXECUTIVE oFFICER & CHIEF FINANCIAL oFFICER CERTIFICATioN
The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the Financial Year ended March 31, 2023 and the same forms part of this Annual Report.
28) SIGNIFICANT AND MATERIAL oRDERS PASSED BY The REGULATORS oR CoURTS
During the Financial Year 2022-23, 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.
Your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
⢠There has been no change in the nature of business of the Company;
⢠There was no revision in the financial statements;
⢠The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;
⢠The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;
⢠The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;
⢠During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
⢠During the year under review, no funds were raised through preferential allotment or qualified institutional placement.
⢠During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;
⢠During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.
Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, government authorities and other business associates who have extended their valuable support and encouragement during the year under review.
Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength.
Your directors also acknowledge with gratitude the encouragement and support extended by our valued members.
Mar 31, 2015
To the Members of the Company,
The Directors have pleasure in presenting the Twenty-First 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 CONSOLI- CONSOLI-
YEAR ENDED YEAR ENDED DATED DATED
YEAR YEAR
31st MARCH 31st MARCH ENDED 31st ENDED 31st
2015 2014 MARCH 2015 MARCH 2014
Total Revenue 1408.46 1155.26 1425.74 1231.55
Profit Before Depreciation
and Taxes 594.68 (307.65) 553.69 (280.60)
Less: Depreciation 17.64 10.51 17.64 10.51
Less : Provision for
(a) Income Tax 25.66 32.86 25.66 32.86
(b) Deferred tax (3.54) (0.35) (3.54) (0.35)
Income Tax paid of earlier years 1.20 (0.41) 1.20 (0.41)
Total Tax Expenses 23.32 32.00 23.32 32.00
Profit / (loss) for the Year 553.72 (350.26) 512.73 (323.22)
Add: Brought forward
from last year 21.68 371.95 141.10 464.56
Distributable Profits 575.39 21.68 653.84 141.10
Appropriated as under:
Transfer to Special Reserve 110.74 -- 110.74 --
Depreciation Adjustment 1.31 -- 1.31 --
Proposed Equity Dividend 63.99 -- 63.99 --
Tax on Distributed Profits 12.79 -- 12.79 --
Balance Carried Forward to
Balance sheet 386.56 21.68 465.01 141.10
OPERATIONS:
During the year, the Operations of Your Company were satisfactory. Your
Company is in the policy of giving short term loans based on scrutiny
of paying capacity and risk involved.
During the year your Company has received an order from Reserve bank of
India, Ahmedabad for the cancellation of certificate of Registration to
carry on the business of Non-Banking Financial Institution under
section 45-IA(6) of the Reserve Bank of India Act, 1934 vide order
dated September 24, 2014. Your Company has filed an appeal against the
above said order with the Appellate Authority, Ministry of Finance,
Government of India, New-Delhi. The Hearing took place on March 20,
2015 and the order is awaited from the Appellate Authority.
FINANCIAL HIGHLIGHTS:
Consolidated Revenues:
The total consolidated income of the Company for the FY 2014-15
comprises operating revenues of Rs. 1414.08 Lacs and other income of
Rs. 11.66 lacs as compared to previous fiscal operating revenues of Rs.
1230.40 lacs and other income of Rs. 1.15 lacs.
Standalone Revenues:
During the fiscal 2015, the total income of the Company stood at Rs.
1408.46 Lacs as compared to previous fiscal of Rs. 1155.26 Lacs.
Consolidated Profits / (Loss):
Profit stood at Rs. 536.05 Lacs before tax and Profit after Tax stood
at Rs. 512.73 Lacs as compared to previous fiscal Loss before Tax stood
at Rs. (291.12) Lacs and Loss after Tax stood at Rs. (323.22) Lacs.
Standalone Profits / (Loss):
Profit stood at Rs. 577.04 Lacs before tax and Profit after tax stood
at Rs. 553.72 Lacs for the fiscal 2015 as compared to the previous year
Loss before tax Rs. (318.17) Lacs and after tax Rs. (350.26) Lacs.
Your Company has proposed a dividend of 2% i.e Rs. 0.02 paise per
equity share amounting to Rs. 63,98,762/- for the accounting year ended
31st March 2015.
Your company already intimated you regarding Wholly Owned Subsidiary in
the name of Finsolution Services FZE, in United Arab Emirates. During
the fiscal 2015, the gross operational income of the subsidiary stood
at AED 1.03 lacs and Operating Loss for the fiscal year 2015 stood at
AED (2.46) lacs as compared to the previous year AED 4.91 lacs and
profit AED 1.74 lacs.
The standalone net worth of your company at the year end stands at Rs.
9171.70 Lacs which translated to a book value of Rs. 2.87/-. per share
of face value of Re. 1/- each. The consolidated net worth of your
company at the yearend stands at Rs. 9268.94 lacs which translated to a
book value of Rs. 2.89/- per share of face value of Re. 1/- each. The
Board has recommended a dividend of 2% i.e Rs. 0.02 paise per equity
share amounting to Rs. 63,98,762/- (Rupees Sixty Three lacs Ninety
Eight Thousand Seven Hundred and Sixty Two only) for the accounting
year ended 31st March 2015.
RESERVES:
The Company has carried forward an amount of Rs. 1,10,74,313/- to
Special Reserve DIVIDEND:
Your directors propose a dividend of 2% of the paid up equity capital
of the Company i.e Rs. 0.02 per equity share amounting to Rs.
63,98,762/- (Rupees Sixty Three lacs Ninety Eight Thousand Seven
Hundred and Sixty Two only) for the accounting year ended 31st March
2015.
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.
(i) 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 Shareholders / Investors Relations and
Grievance Committee. The Directors expressed their satisfaction with
the evaluation process.
(ii) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The remuneration policy as
adopted by the company envisages payment of remuneration according to
qualification, experience and performance at different levels of the
organization.
(iii) 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 listing agreement were adhered to while
considering the time gap between two meetings.
(iv) Constitution of Committees
The Board has constituted an Audit Committee, Nomination & Remuneration
Committee and a Shareholders / Investors Relations and Grievance
Committee, the details of which have been mentioned in the Corporate
Governance Report which is forming a part of the Annual 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 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 Auditor of the Company. The report of
the Secretarial Auditors is enclosed as Annexure 3 to this report.
(iii) Internal Auditor
M/S N. Kanodia & Co., Practicing Chartered Accountant performed the
duties of internal auditors of the company for 2014-15 and their report
is reviewed by the audit committee from time to time.
COMMENTS ON AUDITOR'S REPORT:
Statutory Auditor:
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
With respect to the various loans given to Liquors India Limited
amounting to 1.70 Crores without seeking permission of the Reserve Bank
of India (RBI), even after cancellation of NBFC Certificate, is due to
the contractual agreement entered prior to the cancellation of the
registration. Since the Contractual agreement was entered by your
Company with Liquors India Limited was much before the order for
cancellation of registration received by your Company and your Company
had to adhere to the terms and conditions of the agreement in the
normal course of Business and in contrnuation to the previous loans
granted to Liquors India Limited and hence the loan was granted.
As regards exposure norms of RBI for a single borrower, the limit has
exceeded for 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.
Reserve Bank of India vide its order dated 24th September, 2014 has
cancelled certificate of registration issued to the Company. Your
Company has filed an appeal against the about said order with the
Appellate Authority, Ministry of Finance, Government of India,
New-Delhi against the said RBI order. The Hearing took place on March
20, 2015 and the order is awaited from the Appellate Authority.
Secretarial Auditor:
Reserve Bank of India vide its order dated 24th September, 2014 has
cancelled certificate of registration issued to the Company to carry on
the business of Non-Banking Financial Institution under section
45-IA(6) of the Reserve Bank of India Act, 1934.
Your Company has filed an appeal against the above said order with the
Appellate Authority, Ministry of Finance, Government of India,
New-Delhi. The Hearing took place on March 20, 2015 and the order is
awaited from the Appellate Authority. Further regarding the First
information report (FIR) filed by the Reserve Bank of India, Ahmedabad
against the Company and its Directors under various section of IPC, the
same is still under investigation.
With respect to an Ex-parte ad interim order dated December 19, 2014
passed by the Securities Exchange Board of India (SEBI) under section
11(1), 11(4) and 11B of the Securities Exchange Board of India Act,
1992 in the matter of First Financial Services Limited for not
accessing the capital market, your Company filed a reply with SEBI in
this regard.
On 24th February 2015, a hearing took place in SEBI. No final order has
been passed by SEBI in this regard. However, your Company has filed an
appeal with the Securities Appellate Tribunal on 23rd July, 2015 in
this regard.
With respect to the various loans given to Liquors India Limited
amounting to 1.70 Crores without seeking permission of the Reserve Bank
of India (RBI), even after cancellation of NBFC Certificate, is due to
the contractual agreement entered prior to the cancellation of the
registration. Since the Contractual agreement was entered by your
Company with Liquors India Limited was much before the order for
cancellation of registration received by your Company and your Company
had to adhere to the terms and conditions of the agreement in the
normal course of Business and in contrnuation to the previous loans
granted to Liquors India Limited and hence the loan was granted.
As regards exposure norms of RBI for a single borrower, the limit has
exceeded of one of the Borrower. 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.
As regards delay in filing 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.
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/ WHISTLE BLOWER POLICY:
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.comfortintech.com/whistle_blower_policy.php.
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 4. 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.comfortintech.com/
related_party_transaction_policy.php.
SUBSIDIARY COMPANY:
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 2.
Further, during the year your company has taken initiation to close the
Wholly Owned Subsidiary in Dubai. The matter is under process.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed herewith as Annexure
5. 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 & Key Managerial Person of the Company and
Directors is furnished hereunder:
Sr. Name of the Director/ Designation Remuneration
No KMP 2014-15
1 Mr. Anil Agrawal Managing Director 21,18,333
2 Mr. Bharat Shiroya Whole time Director 13,01,458
3 Mrs. Ramadevi Gundeti Company Secretary 10,40,276
4 Mr. Lalit Sethi** Chief Financial Officer 9,62,591
Name of the Director Remuneration Increase/ Ratio/Times per
KMP 2013-14 Decrease median of
employee
remuneration
Mr. Anil Agrawal 14,25,000 6,93,333 8.15
Mr. Bharat Shiroya 9,25,167 3,76,291 5.01
Mrs. Ramadevi Gundeti 10,80,919 -40,643 4.00
Mr. Lalit Sethi* Nil 9,62,591 3.70
** Mr. Lalit Sethi was appointed as the Chief Financial Officer of the
Company w.e.f 14th February, 2015 and ceased w.e.f. 30th May, 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.
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:
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.
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 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 UNDER THE COMPANIES (APPOINTMENT &
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 is regular in payment of listing fee. During the
year, the Securities Exchange Board of India has given an exit order to
the Jaipur Stock Exchange vide order dated March 23, 2015 where our
Company's shares are listed.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 2013, the Cash flow Statement for
the year ended 31.03.2015 is annexed here to as a part of the Financial
Statements.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information in accordance regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
Annexure 1.
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 Member Designation
Mrs. Annu Agrawal Chairman
Mrs. Ramadevi Gundeti Member
Mrs. Apexa Kadam Member
The Committee will look after the complaints received from the women
employees and will also work for Safety of Women at workplace.
SEBI ORDER
Your Company has received an Ex-parte ad interim order dated December
19, 2014 passed by the Securities Exchange Board of India (SEBI) under
section 11(1), 11 (4) and 11B of the Securities Exchange Board of India
Act, 1 992 in the matter of First Financial Services Limited for not
accessing the capital market. Your Company filed a reply with SEBI in
this regard.
On 24th February 2015, a hearing took place in SEBI. No final order has
been passed by SEBI in this regard. However, your Company has filed an
appeal with the Securities Appellate Tribunal on 23rd July, 2015 in
this regard.
RBI ORDER
Your Company has received an order from Reserve bank of India,
Ahmedabad for the cancellation of certificate of Registration to carry
on the business of Non-Banking Financial Institution under section
45-IA(6) of the Reserve Bank of India Act, 1934 vide order dated
September 24, 2014.
Your Company has filed an appeal against the above said order with the
Appellate Authority, Ministry of Finance, Government of India,
New-Delhi. The Hearing took place on March 20, 2015 and the order is
awaited from the Appellate Authority.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013
read with Schedule VII to the Companies Act 2013 and other applicable
provisions, every company having net worth of rupees five hundred crore
or more or turnover of rupees one thousand core or more or a net profit
of rupees five crore or more during any financial year shall constitute
a Corporate Social Responsibility Committee. Your Company has earned a
profit of Rs 553.72 lacs (Standalone) for the year ended March 31, 2015
and accordingly provisions of Section 135 have now become applicable to
your Company.
The Board has constituted a Corporate Management Committee to carry out
the CSR Programme within specified budgets and timeframes. The
Committee consists of the following Directors, namely:
Name of Member Designation
Mr. Anil Agrawal Chairman
Mrs. Annu Agrawal Member
Mr. Bharat Shiroya Member
Mr. Jugal Thacker Member
The Corporate Social Responsibility Policy was considered and approved
by the Board of Directors in their meeting held on 8th August, 2015.
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 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.
Place: Mumbai FOR AND ON BEHALF OF THE BOARD
Dated: 08.08.2015 Sd/-
ANIL AGRAWAL
Chairman & Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twentieth Annual Report
on the business and operations of your Company with Audited Accounts
for the year ended 31st March 2014. The financial results of the
Company are summarized below:
FINANCIAL RESULTS:
(Rs. In Lacs)
PARTICULARS STANDALONE STANDALONE
YEAR ENDED YEAR ENDED
31st MARCH 31st MARCH
2014 2013
Income from Operations 1155.26 1426.57
Profit Before Depreciation and Taxes (307.65) 261.65
Less: Depreciation (10.51) (10.09)
Less : Provision for
(a) Income tax (32.86) (80.97)
(b) Deferred tax 0.35 1.79
Income Tax paid of Earlier years 0.41 0.17
Profit / (loss) for the Year (350.26) 172.56
Add: Brought forward from last year 371.95 308.76
Distributable Profits 21.68 481.32
Appropriated as under :
Transfer to Special Reserve - (34.51)
Proposed Equity Dividend - (63.98)
Tax on Distributed Profits - (10.87)
Balance Carried Forward to Balance sheet 21.68 371.95
(Rs. In Lacs)
PARTICULARS CONSOLIDATED CONSOLIDATED
YEAR ENDED YEAR ENDED
31st MARCH 31st MARCH
2014 2013
Income from Operations 1231.55 1538.24
Profit Before Depreciation and Taxes (280.60) 354.35
Less: Depreciation (10.51) (10.09)
Less : Provision for
(a) Income tax (32.86) (81.07)
(b) Deferred tax 0.35 1.80
Income Tax paid of Earlier years 0.41 0.17
Profit / (loss) for the Year (323.22) 265.16
Add: Brought forward from last year 464.56 308.77
Distributable Profits 141.10 573.93
Appropriated as under :
Transfer to Special Reserve - (34.51)
Proposed Equity Dividend - (63.98)
Tax on Distributed Profits - (10.87)
Balance Carried Forward to Balance sheet 141.10 464.56
OPERATIONS :
The Indian Economy has been passing through a stagnant phase for the
last two years which has affected industry and Finance companies/ Banks
tremendously. The outlook on India in the last couple of years had
become bearish with infrastructure projects (which are the backbone of
any economy) languishing due to no clear policy of the then Government.
Many industries/projects shut down or did not take off from the drawing
board. All these factors led to the finance sector including Banks
coming under tremendous pressure from collection of loans from
Industry.
NPA''s of all major finance companies/Banks have increased to a great
extent. There was intention by the entities who have taken loans to
repay, but the stagnant economy and drying up of new projects, which
led to vast overcapacities across sectors, had forced them to defer
payments with consultations with the lenders.
With a new Government having been formed in at the Central level there
is a wave of optimism in industrial and financial sectors and with
decisions being taken for clearances of projects of over 21000 crores
by the Government, there is full hope of high growth for the economy
which would result in the financial sector gaining back its robust
health.
Your Company is in the policy of giving short term loans which are
fully backed by Assets/securities of at least 1.25-1.50 times the value
of outstanding loans. Moreover the loans are given based on scrutiny of
paying capacity and risk involved. Certain exposures to a group of
companies who have good and long relationship in the past have become
NPAs. CIL has good relationship with them but due to unforeseen
developments in the said groups( due to economic conditions prevalent
in the country), the repayment commitments could not be met in time by
them on due dates and even subsequently. Though the Company is fully
confident of recoveries in these accounts. However as a prudent
business practice and as per the rules prescribed by RBI the company
has made provisioning in such accounts. This has resulted in net loss
during the financial year.
With respect to the loan given to Mr. Pawankumar Sanwarmal, your
company has received an amount of Rs. 2,09,87,500/- which was in
reconciliation as on the date of Balance Sheet ( Pl refer Auditors
report). A provision of 10% has been made on the outstanding balance
amount i.e on Rs. 42,02,83,250/- according to the Reserve Bank of India
norms.
However, the said group of accounts are secured by mortgage of
properties which are more than sufficient to cover the entire dues from
the said group. During the year 2014-15, the management is confident of
realising these dues.
With respect to the Capital Advance given to Mr. Amit Dhanuka towards
purchase of property, your company has made a provision of 10% instead
of 100% as per RBI norms. This is mainly because your company has
received near about half of the amount i.e Rs. 2,82,34,788/- out of the
total amount during the financial year and made a 10% of the provision
on the balance amount i.e on Rs. 3,1 7,98,134/-.
FINANCIAL HIGHLIGHTS:
Consolidated Revenues :
The total consolidated income of the Company for the FY 2013-14
comprises operating revenues of Rs. 1230.40 Lacs and other income of
Rs. 1.15 lacs as compared to previous fiscal operating revenues of Rs.
1527.72 lacs and other income of Rs. 10.52 lacs.
Standalone Revenues:
During the fiscal 2014, the gross operational income of the Company
stood at Rs. 1155.26 Lacs as compared to previous fiscal of Rs. 1426.57
Lacs.
Consolidated Profits / (Loss):
Loss stood at Rs. (291.11) Lacs before tax and loss after Tax stood at
Rs. (323.22) Lacs as compared to previous fiscal Profit before Tax
(PBT) stood at Rs. 344.25 Lacs and Profit after Tax (PAT) stood at Rs.
265.15 Lacs.
Standalone Profits / (Loss) :
Loss stood at Rs. (318.16) lacs before tax and loss after tax stood at
Rs. (350.26) lacs for the fiscal 2014 as compared to the previous year
profit before tax Rs. 251.56 lacs and after tax Rs. 1 72.56 lacs.
Your company already intimated you regarding wholly owned subsidiary in
the name of Finsolution Services FZE, in United Arab Emirates. During
the fiscal 2014, the gross operational income of the subsidiary stood
at AED 4.91 lacs and Operating Profit for the fiscal 2014 stood at AED
1.74 lacs as compared to the previous year AED 7.74 lacs and profit AED
6.43 lacs. Further during the year your company has sold the shares of
M/s. Luharuka Tradelink Private Limited, an Indian Company and it is no
longer subsidiary of your company.
The standalone net worth of your company at the year end stands at Rs.
8689.94 Lacs which translated to a book value of Rs. 2.72/-. The
consolidated net worth of your company at the year end stands at Ra.
8823.80 lacs which translated to a book value of Rs. 2.76/- per share
of face value of Re. 1/-.
DIVIDEND:
Due to the provisional loss, your directors do not propose any dividend
for the accounting year ended 31st March 2014.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 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.
During the year Mr. Anil Kumar S Nevatia has been appointed as an
additional director of the company with effect from 8th February 2014.
Further Mr. Anand Agarwal, Director of the company was resigned on 8th
February 2014.
Mr. Janak G Mehta, Mr. Anil Kumar S Nevatia and Mr. Jugal C Thacker,
directors of the Company, are being appointed as independent directors
for five consecutive years for a term upto the conclusion of the 25th
Annual General Meeting of Company in the 2019, as per provisions of
Section 149 and other applicable provisions of the Companies Act 2013.
Necessary resolutions for the appointment /re-appointment of the
aforesaid directors have been included in the notice convening the
ensuing AGM and details of the proposal for appointment /
re-appointment are mentioned in the explanatory statement of the
notice. Your directors commend their appointment / re-appointment.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section
274(1)(g) of the Companies Act, 1956.
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.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are 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 2013-2014 and of the profit and loss of the Company for the
period;
(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
COMMENTS ON AUDITOR''S REPORT:
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
With respect to the loan given to Mr. Pawankumar Sanwarmal, your
company has received an amount of Rs. 2,09,87,500/- which was in
reconciliation as on the date of Balance Sheet (Pl refer Auditors
report). A provision of 10% has been made on the outstanding balance
amount i.e on Rs. 42,02,83,250/- according to the Reserve Bank of India
norms.
However, the said group of accounts are secured by mortgage of
properties which are more than sufficient to cover the entire dues from
the said group. During the year 2014-15, the management is confident of
realising these dues.
With respect to the Capital Advance given to Mr. Amit Dhanuka towards
purchase of property, your company has made a provision of 10% instead
of 100% as per RBI norms. This is mainly because your company has
received near about half of the amount i.e Rs. 2,82,34,788/- out of the
total amount during the financial year and made a 10% of the provision
on the balance amount i.e on Rs. 3,1 7,98,134/-.
STATUTORY AUDITORS:
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.
SUBSIDIARY COMPANIES :
Your company has already intimated you regarding 100% wholly owned
subsidiary in the name of Finsolution Services FZE, in United Arab
Emirates which was incorporated on 25th January 2012 Further during the
year your company has sold the shares of M/s. Luharuka Tradelink
Private Limited, an Indian Company and it is no longer subsidiary of
your company.
The details pertaining to financials of Subsidiary Companies have been
given elsewhere in this report.
PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956:
Pursuant to the provisions of Section 212 of the Companies Act, 1956
(Act), documents in respect of the various subsidiaries Viz., Directors
Report, Auditor''s Report, Balance Sheet and profit and Loss Account are
required to be attached to the Balance Sheet of the holding company.
However, in terms of the provisions of Section 212(8) of the Act, the
Government of India, Ministry of Corporate Affairs, has vide letter No.
47/15/201 1-CL-III dated 27th January 2011 granted exemption from the
provisions of Section 212(1) of the Act. Accordingly, the Annual Report
does not contain the financial statements of the subsidiaries of the
Company. However, the Company will make available the audited annual
accounts and related detailed information of the subsidiaries to the
shareholders upon request in accordance with the applicable law. A
statement pursuant to the provisions of Section 212(1)(e) of the Act
appears elsewhere in the Annual Report.
FIXED DEPOSITS :
The Company has not accepted any fixed deposits as on 31st March 2014
so as to attract the provisions of Section 58A and 58AA of the
Companies Act, 1956 read with Companies (Acceptance of the Deposits)
Rules, 1975 as amended from time to time.
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 2013-14 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 UNDER SECTION 217(2A);
The provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules 1988, 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 and Jaipur Stock Exchange Limited. The company is regular in
payment of listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1 956, the Cash flow Statement for
the year ended 31.03.2014 is annexed here to.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earning and outgo is given in the Annexure - 1.
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 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 : Aamby Valley ANIL AGRAWAL
Dated: 02.08.2014 Chairman & Managing Director
Mar 31, 2013
To the Members of the Company,
The Directors have pleasure in presenting the Nineteenth Annual Report
on the business and operations of your Company with Audited Accounts
for the year ended 31a March 2013. 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
2013 31st MARCH
2012 31sT MARCH 2013
Income from Operations 1426.57 1610.64 1538.24
Profit Before
Depreciation and Taxes 261.65 303.71 354.35
Less: Depreciation (10.09) (11.23) (10.10)
Less : Provision for
(a) Income tax (80.97) (81.00) (81.07)
(b) Deferred tax (3.32) 1.80
Income Tax paid of Earlier
years 8.17 0.17
Profit for the Year 172.56 208.16 265.15
Add: Brought forward
from last year 308.76 216.60 308.77
Distributable Profits 481.32 424.76 573.92
Appropriated as under:
Transfer to Special
Reserve (34.51) (41.63) (34.51)
Proposed Equity Dividend (63.98) (63.98) (63.98)
Tax on Distributed Profits (10.87) (10.38) (10.87)
Balance Carried Forward to
Balance sheet 371.95 308.761 464.56
FINANCIAL HIGHLIGHTS:
Consolidated Revenues:
The total consolidated income of the Company for the FY 2012-13
comprises operating revenues of Rs. 1527.72 Lacs and other income of Rs.
10.52 lacs for the current year.
Standalone Revenues:
During the fiscal 2013, the gross operational income of the Company
stood at X 1426.57 Lacs as compared to previous fiscal ofRs. 1610.64
Lacs.
Consolidated Profits:
Profit before Tax (PBT) stood at X 344.25 Lacs. Profit after Tax (PAT)
stood at Rs. 265.15 Lacs.
Standalone Profits:
Profit after tax for the fiscal 2013 has declined to Rs. 172.56 lacs as
compared to the previous year 208.16 lacs
Your company already intimated you regarding wholly owned subsidiary in
the name of Finsolution Services FZE, in United Arab Emirates. During
the fiscal 2013, the gross operational income of the subsidiary stood
at AED 773,700 and Operating Profit for the fiscal 2013 stood at AED
643,125.
Further during the year M/s. Luharuka Tradelink Private Limited, an
Indian Company became the subsidiary of your company with effectfrom 1a
January, 2013.
The net worth of your company at the year end stands at Rs. 9033.76 Lacs
which translated to a book value of Rs. 2.82/- per share of face value of
Re. 1/-.
DIVIDEND:
Your directors are pleased to recommend the dividend for the financial
year 2012-13 on Equity Shares of Re.1/- each at Rs. 0.02 paise per share
equivalent to 2% aggregating to Rs. 63,98,762/- (Rupees Sixty three Lacs
Ninety Eight thousand Seven Hundred and Sixty two Only)
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mrs. Annu A Agrawal, Director retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers herself for reappointment.
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.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are 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 2012-2013 and of the profit and loss of the Company for the
period;
(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
COMMENTS ON AUDITOR''S REPORT:
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
STATUTORY AUDITORS:
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 sub section (1B) of
Section 224 of the Companies Act, 1956. 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.
SUBSIDIARY COMPANIES :
Your company has already intimated you regarding 100% wholly owned
subsidiary in the name of Finsolution Services FZE, in United Arab
Emirates which was incorporated on 25* January 2012
Further during the year M/s. Luharuka Tradelink Private Limited, an
Indian Company became the subsidiary of your company with effect from
19 January 2013.
The details pertaining to financials of Subsidiary Companies have been
given elsewhere in this report.
PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956:
Pursuant to the provisions of Section 212 of the Companies Act, 1956
(Act), documents in respect of the various subsidiaries Viz., Directors
Report, Auditor''s Report, Balance Sheet and profit and Loss Account are
required to be attached to the Balance Sheet of the holding company.
However, in terms of the provisions of Section 212(8) of the Act, the
Government of India, Ministry of Corporate Affairs, has vide letter No.
47/15/2011 -CL-MI dated 27th January 2011 granted exemption from the
provisions of Section 212(1) of the Act. Accordingly, the Annual Report
does not contain the financial statements of the subsidiaries of the
Company. However, the Company will make available the audited annual
accounts and related detailed information of the subsidiaries to the
shareholders upon request in accordance with the applicable law. A
statement pursuant to the provisions of Section 212(1 )(e) of the Act
appears elsewhere in the Annual Report.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits as on 31st March 2013
so as to attract the provisions of Section 58A and 58AA of the
Companies Act, 1956 read with Companies (Acceptance of the Deposits)
Rules, 1975 as amended from time to time.
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 2012-13 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 UNDER SECTION 217(2A);
The provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules 1988, 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
Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The
company is regular in payment of listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1956, the Cash flow Statement for
the year ended 31.03.2013 is annexed here to. ENERGY, TECHNOLOGY AND
FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earning and outgo is given in the Annexure - 1. SYSTAMATICALLY
IMPORTANT COMPANY:
Your company total assets size has crossed 100 crores and as per the
RBI norms your company became Systematically Important Company and our
company regularly complying the various compliances with RBI
accordingly.
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, Bombay 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/-
ANIL AGRAWAL
Chairman & Managing Director
Place: Mumbai
Dated:18.07.2013
Mar 31, 2012
The Directors have pleasure in presenting the Eighteenth Annual Report
on the business and operations of your Company with Audited Accounts
for the year ended 31st March 2012. The financial results of the
Company are summarized below:
FINANCIAL RESULTS:
(Rs. In Lacs)
PARTICULARS YEAR ENDED YEAR ENDED
31st MARCH 2012 31st MARCH 2011
Income from Operations 1610.64 11818.56
Profit Before Depreciation and Taxes 303.71 189.42
Less: Depreciation (11.23) (8.39)
Less : Provision for
(a) Income tax (81.00) (19.00)
(b) Deferred tax (3.32) (0.78)
Income Tax paid of
Earlier years - (3.67)
Profit for the Year 208.16 157.58
Add: Brought forward
from last year 216.60 165.15
Distributable Profits 424.76 322.73
Appropriated as under :
Transfer to Special Reserve (41.63) (31.52)
Proposed Equity Dividend (63.98) (63.98)
Tax on Distributed Profits (10.38) (10.63)
Balance Carried Forward to
Balance sheet 308.76 216.60
DIVIDEND:
Your directors are pleased to recommend the dividend for the financial
year 2011-12 on Equity Shares of Rs. 1/- each at Rs. 0.02 per share
equivalent to 2% aggregating to Rs. 63,98,762/- (Rupees Sixty three Lacs
Ninety Eight thousand Seven Hundred and Sixty two Only)
FINANCIAL HIGHLIGHTS:
During the fiscal 2011-12, Company has grown its spectrum of financial
operations and increased its advances portfolio to Rs. 8031.86 Lacs and
the interest income of the Company have been stood at Rs. 983.78 Lacs
which has grown multifold as compared to preceding fiscal ofRs. 659.41
During the fiscal 2012, the gross operational income of the Company
stood at Rs. 1610.64 Lacs as compared to previous fiscal ofRs. 11818.56
Lacs. However profit after tax for the fiscal 2012 stood at Rs. 208.16
lacs as compared to the previous year Rs. 1 57.58 lacs.
Your company has incorporated a 100% wholly owned subsidiary in the
name of Fin solution Services FZE, in United Arab Emirates on 25th
January 2012.
The net worth of your company at the yearend stands at Rs. 8928.66 Lacs
which translated to a book value of Rs. 2.79 per share of face value of Rs.
1.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Jugal C Thacker, Director retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment.
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.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the annual accounts, the
applicable-accounting standards have been followed along with proper
explanation relating to material departures;
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are 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 2011-2012 and of the profit and loss of the Company for the
period;
(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.'
COMMENTS ON AUDITOR'S REPORT:
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
STATUTORY AUDITORS:
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 sub section (1B) of
Section 224 of the Companies Act, 1956. 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 re-appointment.
Utilization of Proceeds of Rights Issue:
The statement of projected utilization of the Rights Issue proceeds as
per Letter of Offer dated 27th May 2010 against actual utilization as
on 31st March, 2012 is as follows:
(Rs. in Lacs)
Proceeds of Rights Issue 6398.76
Actual Utili
zation of Actual Utili
zation of
Objects of the Proposed Utili
zation of
Rights Issue Rights Issue
Proceeds Rights Issue
Proceeds
Rights Issue
Proceeds 2010-11 2011-12
Capital for
financing
activity:
Margin funding,
loan against
shares & 3000 1530 782
securities
Loan against
properties 1000 440 103.04
Corporate loan,
bill discounting, 1000 1231.21 1100
working capital
loan
Arbitrage activity 800 800*
Acquisition of
Shares of Comfort 330 385
Securities Pvt Ltd
Brand building 160 Nil -
Rights Issue
Expenses 108.76 27.51 -
Total 6398.76 4413.72 1985.04
* Signifies the Payment to Broker against bills as well as for Margin
requirements.
SUBSIDIARY COMPANY:
Your company has incorporated a 100% wholly owned subsidiary in the
name of Fin solution Services FZE, in United Arab Emirates on 25th
January 2012
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis for the year 2011-12 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 UNDER SECTION 217(2A);
The provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules 1988, 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
Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The
company is regular in payment of listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1956, the Cash flow Statement for
the year ended 31.03.2012 is annexed here to.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 21 7(1 He) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earning and outgo is given in the Annexure - 1.
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, Bombay 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/-
ANIL AGRAWAL
Place : Mumbai Chairman & Managing Director
Dated: 14.07.2012
Mar 31, 2011
The Directors have pleasure in presenting the Seventeenth Annual
Report on the business and operations of your Company with Audited
Accounts for the year ended 31st March, 2011. The financial results of
the Company are summarized below:
FINANCIAL RESULTS:
(Rs. In Lacs)
PARTICULARS YEAR ENDED YEAR ENDED
31ST MARCH 2011 31ST MARCH 2010
Income from Operations 11818.36 4425.88
Profit Before Depreciation and Taxes 196.93 287.51
Less: Depreciation (8.38) (5.42)
Less: Provision for
(a) Income tax (19.00) (71.75)
(b) Deferred tax (0.78) (0.68)
Income Tax paid of Earlier years (3.67) (0.92)
Provisions for Loans & Advances (7.51) (10.53)
Profit for the Year 157.58 198.21
Add: Brought forward from last year 165.15 100.16
Distributable Profits 322.73 298.37
Appropriated as under:
Transfer to Special Reserve (31.52) (39.64)
Proposed Equity Dividend (63.98) (79.98)
Tax on Distributed Profits (10.63) (13.59)
Balance Carried Forward to Balance Sheet 216.60 165.15
DIVIDEND:
Your directors are pleased to recommend the dividend for the financial
year 2010-11 on Equity Share of Re.1/- each at Rs. 0.02 per share
equivalent to 2% aggregating to Rs 63,98,762/- (Rupees Sixty Three Lacs
Ninety Eight Thousand Seven Hundred and Sixty Two Only)
FINANCIAL HIGHLIGHTS:
During the Fiscal 2010-11, Company has grown its spectrum of financial
operations and increased its advances portfolio to Rs. 4236.57 Lacs and
the interest income of the Company have been stood at Rs. 659.41 Lacs
which has grown multifold as compared to preceding fiscal of Rs. 193.91
Lacs.
The recently launched software division of the Company has posed the
export turnover of Rs. 126.36 Lacs. However this fiscal, Company
profits have been marginally declined from Rs. 198.21 Lacs in fiscal
2010 to Rs 157.58 Lacs. This was mainly due to provisioning on advances
as well as writing off some of its sub -tandard advances and also to
mark to market provisions on shares held by Company.
The net worth of your Company at the year end stands at Rs. 8787.48
Lacs which translated to a book value of Rs. 2.75 per share of face
value of Re. 1/-.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Janak Mehta, Director retires by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
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.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are 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 2010-2011 and of the profit and loss of the Company for the
period;
(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
COMMENTS ON AUDITORS REPORT:
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
STATUTORY AUDITORS:
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 sub-section (1B) of
Section 224 of the Companies Act, 1956. 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 re-appointment.
RIGHTS ISSUE :
Your Company has already informed you all, about the Rights issue of
15,99,69,040 Equity shares of Re. 1/- each at premium of Rs. 3/- each
on a rights basis to the existing equity shareholders of the Company in
the ratio of 1 (One) equity share for every 1 (One) equity share held
aggregating Rs. 6398.76 Lacs. The process has been completed
successfully and the paid up capital of the Company has been increased
to Rs. 31,99,38,080/- from Rs.15,99,69,040/-
UTILIZATION OF PROCEEDS OF RIGHTS ISSUE:
The statement of projected utilization of the Rights Issue proceeds as
per Letter of Offer dated 27th May, 2010 against actual utilization as
on 31st March, 2011 is as follows:
(Rs. in Lacs)
Proceeds of Rights Issue 6398.76
Objects of the Rights Issue Proposed
Utilization Actual
Utilization
of
of Rights Issue Rights Issue
Proceeds Proceeds
Capital for financing
activity:-
Margin funding, loan
against shares &
securities 3000 1530
Loan against
properties 1000 440
Corporate loan, bill discounting,
working capital loan 1000 1231.21
Arbitrage activity 800 800*
Acquisition of Shares of Comfort
Securities Pvt Ltd 330 385
Brand building 160 Nil
Rights Issue Expenses 108.76 27.51
Total 6398.76 4413.72
* Signifies the Payment to Broker against bills as well as for Margin
requirements.
The Balance fund has been invested in Fixed Deposits, Shares and
Securities and lying in Bank Accounts.
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis for the year 2010-11 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 UNDER SECTION 217(2A);
The provisions of Section 21 7(2A)of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules 1988, 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
Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The
Company is regular in payment of listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1956, the Cash Flow Statement for
the year ended 31 st March, 2011 is annexed hereto.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 21 7(1 )(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earning and outgo is given in the Annexure - 1.
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, Bombay Stock Exchange Limited, Jaipur
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/-
ANIL AGRAWAL
Chairman & Managing Director
Place : Mumbai
Dated : 30.05.2011
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
on the business and operations of your Company with Audited Accounts
for the year ended 31st March 2010. The financial results of the
Company are summarized below:
I.FINANCIAL RESULTS:
PARTICULARS YEAR ENDED YEAR ENDED
31st MARCH 31st MARCH
2010 2009
Income from Operations 4425.88 2606.56
Profit Before Depreciation and Taxes 287.51 107.46
Less : Depreciation (5.42) (5.88)
Less : Provision for
(a) Income tax (71.75) (15.00)
(b) Deferred tax (0.68) (0.53)
é Fringe Benefit tax - (0.50)
Income Tax paid of Earlier years (0.92) -
Doubtful Debts (10.53) -
Profit for the Year 198.21 85.55
Add: Brought forward from last year 100.16 87.86
Distributable Profits 298.37 173.41
Appropriated as under:
Transfer to Special Reserve (39.64) (17.11)
Proposed Equity Dividend (79.98) (47.99)
Tax on Distributed Profits (13.59) (8.16)
Balance Carried Forward to Balance sheet 165.15 100.16
2. DIVIDEND:
Your directors are pleased to recommend the dividend for the financial
year 2009-10 on Equity Shares of Rs. 1 /- each at 0.05 paise per share
equivalent to 5% aggregating to Rs 79,98,452/- (Rupees Seventy Nine
Lakhs Ninety Eight thousand Four Hundred and Fifty Two Only)
3. OUTLOOK:
With the availability of the funds, your company has started on the
path of exponential growth. Your Company plans to retain its exposure
in the capital markets as well as increase its area of activity in the
finance and project finance area.
Your Company has decided to diversify into IT business through exports
of software, portal development, designing etc your Company has
recently received the approval to operate as Software Technologies Park
Unit for its office situated at Indore. Recently your company has
commenced the operations into information technology services.
With the initiatives being taken by your company, the Board feels
confident of increasing turnover and profit substantially in the next
financial year.
4. REVIEW OF OPERATIONS:
The gross income from operations has recorded a significant increase in
the current year as comparison to the previous year and as a result the
profits for this year has doubled as comparison to the previous year.
Your directors are taking reasonable steps to increase the more profits
in the coming year.
5. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Anand Agarwal, Director retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment.
6. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are 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 2009- 2010 and of the profit and loss of the Company for the
period;
(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
7. COMMENTS ON AUDITORS REPORT:
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the small staff strength.
8.AUDITORS:
M/S. BANSAL BANSAL & CO., Chartered Accountants, retire at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment as an Auditor of the Company. They have furnished
the necessary certificate of their eligibility under section 224 (1)
(B) of the Companies Act, 1956.
9. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY:
Your Company has already intimated you regarding the increase in
Authorized capital of the Company from Rs. 17 Crores to 40 Crores and
accordingly your approval has also taken in the general meeting held on
21" November, 2009 by passing the special resolution and got the
approval for the above from Registrar of Companies.
10. SUB DIVISION OF EACH EQUITY SHARE FROM RS. 10/-TO RS. 1/-:
Your company has already intimated you regarding the sub division of
face value of each equity share from Rs. 10/- to Rs. 1 /- and
accordingly your company has got the permission from the relevant
authorities for the sub division and presently your company paid up
capital is Rs. 15,99,69,040/- i.e 159969040 Equity Shares ofRs.
1/-each.
11. RIGHTS ISSUE:
Your company has already intimated you regarding the proposed Rights
issue of the company and accordingly your company has got the approval
for the same from the BSE vide letter no. DCS/PREF/J A/IP-
RT/1595/09-10 dated February 10, 2010 and from the Securities Exchange
Board of India vide letter no. CFD/DIL/ISSUES/SPA/G/195861/2010 dated
15* March, 2010 and now your company has in the process of opening the
issue.
12. REGISTRATION UNDER SOFTWARE TECHNOLOGY PARKS OF INDIA:
Your Company intends to diversify into IT business through exports of
software, portal development, designing etc. In view of the same, your
Company has made an application on 1st October, 2009 for STPI, Indore
for getting registered as STPI unit and your company has received the
letter of permission vide letter no.
STPI-lndore/S-107/2009-10/2458/10360 Dated December 16,2009
13. CONSTITUTION OF REMUNERATION COMMITTEE:
Your Company has constituted the Remuneration committee according to
the Clause - 49 of the Listing Agreement on 3rd September, 2009 with an
independent and non executive directors namely Mr. Jugal C Thacker, Mr.
Janak Mehta and Mr. Anand Agarwal.
14. TRADE MARK REGISTRATION:
Your Company has made an application for the logo registration to Trade
Mark Registry in the year 2007 and your company logo has been
registered with Trade Mark Registry vide Trade Mark No.1559010 in
respect of Financial Affairs, Monetary Affair
15.ACKNOWLEDGEMENT:
Your directors 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.
Place : Mumbai FOR AND ON BEHALF OF THE BOARD
Dated: 05.06.2010 Sd/-
ANILAGRAWAL
Chairman & Managing Director
Mar 31, 2000
The Directors have pleasure in presenting the Sixth Annual Report on
the business and operation of your Company with Audited Accounts for
the year ended 31st March, 2000 The financial results of the Company
are summarised below :
1. FINANCIAL RESULTS :
Year ended Year ended
31st March 31 st March
2000 1999
Income from Software Operations 172.21 --
Income from Other Activities 924.64 95.78
Total Income 1096.86 95.78
Profit for the year before Depreciation & Tax 68.06 23.39
Leas : Depreciation 0.73 7.74
: Provision for taxation/other adjst. 0.89 0.00
Balance available for appropriation 68.21 15.65
During the year under review, your Company ventured into the business
of Information Technology and started activities like Software
Development, Software Training & Ã Education, Software Consultancy and
Web Designing & Hoisting. The Company has started on a good note and
has increased its Total Income to more then 11 times and Net Profit to
more then 400%. Your Directors expect to sustain this growth by
expanding operations in these areas of new technologies. Your Directors
have pleasure in in- forming you about the commencement of Software
Train- ing & Education Division of your Company under the brand name of
AIIT" and the Company intends to make this a household name in the
near future. The name of the Company has also been changed to COMFORT
INTECH LIMITED during the year from COMFORT FININVEST LIMITED
2. DIVIDEND :
In view of expansion program envisaged by the Company in the very near
future Your Directors wish to retain the earnings in the Company and
accordingly do not recom- mend any dividend for the year ended 31st
March, 2000.
3. REVIEW OF OPERATIONS :
Your Company is well-geared to advantageously tap the opportunities
provided by the continuing liberalisation in diversified fields by
offering quality services. The Actual results for the year are not
comparable with the projected results as per the prospectus dated 24th
June, 1995 to be given as per the clause 43 of the listing agreement in
view of the new activities started by the Company. However, the same is
being given below for the sake of requirement.
ACTUALS V/S. PROJECTIONS :
Performance Projections
Total Income 1096.85 675.39
Profit after tax 68.21 376.93
Dividend (%) Nil 35%
Earning Per Share (annualised) 1.71 9.42
4. COMMENTS ON AUDITORSREPORT :
The notes referred to in Auditors Report are self explana- tory and as
such they do not call for any further explana- tions as required under
section 217(3) of the Companies Act, 1956.
6. DIRECTORATE :
Shri Bharat Shiroya, Director of your Company, retires by rotation and
being eligible, offer himself for reappointment.
6. AUDITORS :
M/S. ASHOK & ASHOK, Chartered Accountants, retire at the forthcoming
Annual General Meeting and being eligi- ble offer themselves for
re-appointment as Auditors of the Company, they have furnished the
necessary certificates of their eligibility under section 224 (1) of
the Companies Act, 1956.
7. PARTICULARS OF EMPLOYEES :
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, read with Companies (par- ticulars of employees)
Rule 1975 is not applicable.
8. ACKNOWLEDGEMENT :
Your directors 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 dur- ing the year under review.
Your directors also express their deep gratitude for the assistance,
co-operation and support extended to your com- pany by the bankers,
customers as well as the investing community and look forward to their
continued support.
FOR AND ON BEHALF OF THE BOARD
ANIL AGRAWAL
Chairman
Mumbai, July 1st, 2000
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