COMFORT FINCAP LIMITED · 2018-10-03 · 2 Comfort Fnap Lmte NOTICE NOTICE is hereby given that the...

~~ Anil Agrawal Director DIN: 00014413

For Comfort Fincap Limited

Thanking You, Yours faithfully,

We request you to take the same on record

Pursuant to Regulation 34(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 we enclosed herewith Annual report for the Financial Year Ended March 31, 2018.

Sub: Annual Report of Comfort Fincap Limited

Ref.: Comfort Fincap Limited Script code- 535267

To, The Manager Department of Corporate Services, BSE Limited, Phirozee Jeejeeboy Towers, Dalal Street, Fort, Mumbai - 400001.

Date: 03/10/2018

Regd.Office: 22, Block 8, Camac Street, Kolkata - 700 016. CIN NO.: L65923WB1982PLC035441

A- 301. HETAL ARCH, OPP NATRAJ MARKET SVROAD. MALAD (WEST), MUMBAI - 400 064 TEL NO. : 2844 976512882 55 09 / 2881 12 59 ·FAX : 022-2889 2527

E-mail : [email protected] • URL : www comfortfincap.com

(Formeriy : Parasnath Textiles Limited)

COMFORT FINCAP LIMITED

ANNUAL REPORT

2017 - 18

COMFORT FINCAP LIMITED

Annual Report 2017-2018

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BOARD OF DIRECTORS Mr. Bharat Shiroya : Managing DirectorMr. Anil Agrawal : Non-Executive & Non-Independent DirectorMrs. Annu Agrawal : Non-Executive & Non-Independent DirectorMr. Jugal Thacker : Non-Executive & Independent DirectorMr. Anilkumar Nevatia : Non-Executive & Independent DirectorMr. Devendra Lal Thakur : Non-Executive & Independent Director CIN: L65923WB1982PLC035441

Corporate Office Chief Financial Officer:A-301, Hetal Arch, Nirmala KanjarOpp. Natraj Market, S.V.Road, Malad (West), Mumbai 400064. Tel: 91-22-28449765/66 Fax: 91-22-28892527Email: [email protected]: www.comfortintech.com

Registered Office:22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016.

Statutory AuditorsA.R. Sodha & CO.Chartered Accountants,101, “Ashiana”, 11th Road, IP.S. III, Opp. B.M.C. Hospital. Santacruz (East), Mumbai-400055.Tel.: 26102465, 26116901,26101228Email: [email protected]

Internal AuditorsSiddhant Shah & Co.Chartered Accountants,B-713, Mangal AarambhCommercial Complex,Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai- 400092 Tel: 022-28982963 Emai lD: [email protected]

Registrars and Share Transfer Agents M/s. Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059 Tel: 022-62638200 Fax: 022-62638299 Website : www.bigshareonline.com Email ID: [email protected]

BankersUnion Bank of India

CONTENTS PAGE NOS.

Notice 2-8

Directors’ Report & Annexures 9-23

Corporate Governance Report 24-33

CEO/ CFO Certification 34

Certificate of Corporate Governance 35

Management Discussion & Analysis 36-38Standalone Financial Statements

Independent Auditor’s Report 39-45

Balance Sheet 46

Statement of Profit and Loss 47

Cash Flow Statement 48

Notes to Financial Statements 49-60Consolidated Financial Statements

Independent Auditor’s Report 61-64

Balance Sheet 66

Statement of Profit and Loss 67

Cash Flow Statement 68

Notes to Financial Statements 69-81

NBFC Schedule 82-84

36th ANNUAL GENERAL MEETINGDay & Date Friday, 28th September, 2018Time 12.30 P.MVenue Vedic Village Spa Resort, Shikharpur Bagu, Rajarhat,

Kolkata- 700135, West Bengal.

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Comfort Fincap Limited

NOTICE

NOTICE is hereby given that the 36th ANNUAL GENERAL MEETING of COMFORT FINCAP LIMITED will be held on Friday, 28th September, 2018 at 12.30 P.M at Vedic Village Spa Resort, Shikharpur Bagu, Rajarhat, Kolkata- 700135, West Bengal to transact the following business

ORDINARY BUSINESS

1. To consider and adopt

a. the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018, the reports of the Board of Directors and Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018 and the report of the Auditors thereon.

2. To declare a dividend of Rs. 0.25/- per equity share of Rs. 10/- each (2.5%) for the financial year ended 31st March, 2018.

3. To appoint a Director in place of Mr. Anil Agrawal (DIN: 00014413), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT, pursuant to the provisions of Sections 196 and 197, Schedule V and other applicable provisions of the Companies Act, 2013, and based on the recommendation and approval of Nomination & Remuneration Committee and the Board, approval of the Members be and is hereby accorded to the revision in remuneration payable to Mr. Bharat Shiroya, (DIN: 00014454) Managing Director of the Company as given below:

a) Salary of Rs. 2,00,000/- per month

b) Other benefits as per the policy of the Company.

“RESOLVED FURTHER THAT, the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee which may exercise its powers, including the powers conferred by this resolution) be and is hereby authorized to vary, alter the scope of the remuneration as it may deem fit in the interest of the Company.”

“RESOLVED FURTHER THAT, in the event of absence of or inadequacy of profit in any Financial Year during the tenure of the Chairman & Managing Director, the remuneration shall be governed as provided under Section 197 read with Schedule V of the Companies Act, 2013 and any excess payment in this regard will be recovered by the company.

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do and perform or cause to be done and performed, all such acts and deeds necessary to give effect to the foregoing resolution, including inter alia approving on behalf of the Company, any changes or modifications in the aforesaid Agreement from time to time.

By Order of the Board

Sd/-

Bharat Shiroya Managing Director

DIN: 00014454Place: Mumbai Date: 14th August, 2018


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NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“MEETING”) IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights. However, a Member holding more than ten percent (10%) of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other person or Member.

3. The Statement pursuant to Section 102 (1) of the Companies Act, 2013, in respect of special business as per Item Nos. 4 hereinabove is annexed hereto.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Friday 21st September, 2018 to Friday 28th September, 2018 (both days inclusive).

5. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting has been done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting, held on 9th September, 2017.

6. SEBI vide Notification dated 8th June, 2018 amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to state that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In view of the above and to avail various benefits of dematerialization, the Members are advised to dematerialize the shares held by them in physical form.

7. Information as required to be provided under the Secretarial Standard – 2 / Regulation 26(4) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) in respect of Director being re-appointed is annexed hereto.

8. In compliance with provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, Annual Report for Financial Year 2017- 2018 of your Company has been sent via Electronic Mode (E-mail) to the Members whose E-mail ID was made available to us by the Depositories Participants. We request the Members to register / update their e-mail address with their Depository Participant, in case they have not already registered/ updated the same. Members who are holding shares in physical form are requested to get their email address registered with the Registrar and Share Transfer Agents.

9. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014, as amended and Regulation 44 of the Listing Regulations, the Company is pleased to provide e-voting facility to all Members which has been provided through the e-voting platform of CDSL. In this regard, your demat account/folio number has been enrolled by the Company for your participation in e-voting on the resolutions placed by the Company on the e-voting system. Instructions and manner of e-voting process can be downloaded from the link https://www.evotingindia.com. E-voting is optional. The e-voting rights of the members/beneficial owners shall be reckoned on the equity shares held by them as on Friday, 21st September, 2018.

10. PAYMENT OF DIVIDEND THROUGH ECS/NECS

All companies are mandatorily required to use ECS/NECS facility wherever available for distributing dividends, wherein the dividend amount would be directly credited to Member’s respective bank accounts.

The Members, holding shares in dematerialized form are advised to intimate the bank details/change in bank details to their respective DPs. Those Members who are holding their shares in physical form are advised to send bank details/ changes therein, if any, to the RTA or to the company. In case of absence of ECS/NECS facility, the Company will send the dividend pay orders to the registered address of the Members.

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To enable the Company to print the bank account details on the dividend pay orders as a security measure for the credit to the correct recipient, members are required to update their bank account details with their respective DPs, RTA or the Company.

11. VOTING: - All persons whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date namely Friday, 21st September, 2018 only shall be entitled to vote at the General Meeting by availing the facility of remote e-voting or by voting at the General Meeting.

(I) VOTING THROUGH ELECTRONIC MEANS

1) Pursuant to Section 108 and Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company has provided e-voting facility to the members using the Central Depository Services (India) Ltd. (CDSL) platform. All business to be transacted at the Annual General Meeting can be transacted through the electronic voting system. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (“remote e-voting”).

2) A member can opt for only one mode of voting i.e. either in person or through proxy at the meeting or through e-voting. If a member casts votes by all the modes, then voting done through e-voting shall prevail and voting through other means shall be treated as invalid.

3) The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

4) The Company will take the Scrutinizer’s Report to scrutinize the physical poll as well as further remote e-voting process in a fair and transparent manner from Practicing Professional (Scrutinizer), who (he/she) has been appointed for this purpose.

5) The Results shall be declared within 48 hours after the Annual General Meeting of the Company. The results declared along with the Scrutinizer’s Report shall be placed on the company’s website www.comfortfincap.com and on the website of CDSL www.evotingindia.com and the same shall also be communicated to Stock Exchange where the shares of the Company are listed.

6) The instructions for members for voting electronically are as under

A) In case of members receiving e-mail

i) The voting period begins on Tuesday, September 25, 2018 at 10.00 a.m. and ends on Thursday, September 27, 2018 at 05.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 21st September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

iii) The shareholders should log on to the e-voting website www.evotingindia.com

iv) Click on Shareholders.

v) Now enter your User ID (a). For CDSL: 16 digits beneficiary ID, (b). For NSDL: 8 Character DP ID followed by 8 Digits Client ID, (c). Members holding shares in Physical Form should enter Folio Number registered with the Company.

vi) Next enter the Image Verification as displayed and Click on Login.

vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

viii) If you are a first time user follow the steps given below:


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For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant

are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details or Date of Birth (DOB)

Enter the Dividend Bank details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• If both the details are not recorded with the depository or company please enter

the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

ix) After entering these details appropriately, click on “SUBMIT” tab.

x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

xii) Click on the EVSN for the relevant Comfort Fincap Limited on which you choose to vote.

xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

xviii) If Demat account holder has forgotten the existing password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store, Apple and Windows phone. Please follow the instructions as prompted by the mobile app while voting on your mobile.

xx) Note for Non – Individual Shareholders and Custodians

- Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

- After receiving the login details a compliance user should be created using the admin login and password. The

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Compliance user would be able to link the account(s) for which they wish to vote on. - The list of accounts should be mailed to [email protected] and on approval of the accounts they would

be able to cast their vote. - A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

B) In case of members receiving the physical copy

i) Please follow all steps from sl. no. (i) to sl. no. (xxi) above to cast vote.

ii) The voting period begins on on Tuesday, September 25, 2018 at 10.00 a.m. and ends on Thursday, September 27, 2018 at 05.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday 21st September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

iii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

A. The voting rights of Members shall be in proportion to their shares of the Paid - Up Equity Share Capital of the Company as on the cut-off date of Friday, 21st September, 2018.

B. A copy of this Notice has been placed on the website of the Company and the website of CDSL.

C. Mrs. Ramadevi Satish Venigalla, Practicing Company Secretary (Membership No. FCS 7345, COP 17889) has been appointed by the Board of Directors as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

D. The Scrutinizer shall, immediately after the conclusion of voting at the Meeting, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and make not later than three days of conclusion of the Meeting, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same. Chairman or a person authorized by him in writing shall declare the result of the voting forthwith.

E. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.comfortfincap.com and on the website of CDSL and communicated to the BSE LTD and Calcutta Stock Exchange Limited.

(II) VOTING AT AGM

The members, who have not cast their votes electronically, can exercise their voting rights at the AGM through ballot paper.

12. Members desiring any information relating to the accounts are requested to write to the Company well in advance so as to enable the management to keep the information ready.

Members holding shares in physical form are requested to intimate Registrar and Transfer Agents of the Company viz., M/s. Bigshare Services Pvt. Ltd., 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059, changes, if any, in their Bank details, registered address, Email ID, etc. along with their Pin Code. Members holding shares in electronic form may update such details with their respective Depository Participant.

13. Members/Proxies are requested to bring their filled in Attendance Slip and their copy of Annual Report to the Meeting.

14. Corporate Members intending to send their Authorized Representative(s) to attend the Annual General Meeting are requested to send duly certified copy of the Board Resolution authorizing such representative(s) to attend and vote at the Annual General Meeting.


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15. Members holding shares in single name and in Physical form are advised to make nomination in respect of their shareholding in the Company.

16. The relevant documents referred to in the accompanying Notice of Meeting and in the Explanatory Statement are open for inspection by the Members of the Company at the Registered Office on all working days (except Saturdays, Sundays and Public Holidays) between 11.00 a.m. to 01.00 p.m. upto the date of the Annual General Meeting and also at the Meeting.

17. Route Map showing directions to reach to the venue of the 36TH AGM is given at the end of this Annual Report as per the requirement of the Secretarial Standards-2 on “General Meeting.”

18. Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of the Director Mr. Anil Agrawal Mr. Bharat Shiroya Director Identification Number 00014413 00014454

Date of Appointment on the Board 07/02/2011 01/10/2011

Brief resume of the Director including nature of expertise in specific functional areas

He is a Chartered Accountant and qualified Cost and Works Accountant from ICAI and ICWAI respectively. He has approximately 32 years of experience in the field of finance, capital markets, business advisory and related activities. He is one of the trustees of Seth Govindaram Charitable Trust and Shri Ashtavinayak Dham.

He is a graduate and M.B.A from the National Institute of Management. He has approximately 22 years of experience in securities and financial services.

No. of shares held in the Company Nil Nil

Directorships and Committee memberships held in other companies (Excluding alternate directorship, directorships in private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013. Membership (M) and Chairmanship (C) of Audit Committee and Stakeholder’s Relationship Committee have been included.)

Comfort Commotrade Limited •Audit Committee (M) •Stakeholder Relationship Committee (M) Comfort Securities Limited •Audit Committee (M)

Liquors India Ltd•Audit Committee (C) •Audit Committee (M)

Comfort Intech Limited

Comfort Intech Limited Comfort Commotrade Limited•Stakeholder’s Relationship Committee (C)

Comfort Securities Lmited •Audit Committee (C)

Liquors India Limited •Audit Committee (M)

Inter-se relationships between Directors

Spouse of Mrs. Annu Agrawal Nil

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 4

Mr. Bharat Shiroya was re-appointed as the Managing Director of the Company in the Annual General Meeting held on 9th

September, 2017 for a period of 3 (Three) years commencing from 9th September, 2017 till 8th September, 2020.

Mr. Bharat Shiroya is the Managing Director of the Company. Presently he is involved in day to day affairs including future planning, finances control, human resource management, and in strategic decision of the Company.

Mr. Bharat Shiroya shall not be liable to retire by rotation. The approval of the members is being sought to the terms of Remuneration as revised at the board meeting held on 14th August, 2018 as under:

a) Salary of Rs. 2,00,000/- per month

b) Other benefits as per the policy of the Company

Mr. Bharat Shiroya is a graduate by qualification from Mumbai University and M.B.A from National Institute of Management. He has 22 years of experience in securities and financial services and responsible for our Company’s dealings in shares and investment portfolio. Mr. Bharat Shiroya shall not be liable to retire by rotation. In view of the provisions of Section 197, 198 and other applicable provisions of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013, the Board recommends the Special Resolution set out at item no.4 of the accompanying Notice for the approval of the Members. Mr. Bharat Shiroya is interested in the resolution as it relates to his remuneration.

Except Mr. Bharat Shiroya None of the other Directors of the Company are interested in the resolution

By Order of the Board

Sd/-Bharat Shiroya

Managing Director Place: Mumbai Date: 14.08.2018

Registered Office:22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016


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DIRECTORS’ REPORT

To the Members of the Company,

Your Directors have pleasure in presenting the 36th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March, 2018. The Financial Results of the Company are summarized below:

FINANCIAL RESULTS (Amount In Lacs)PARTICULARS STANDALONE

YEAR ENDED 31ST MARCH, 2018

STANDALONE YEAR ENDED 31ST

MARCH, 2017

CONSOLIDATED YEAR ENDED

31ST MARCH, 2018

CONSOLIDATED YEAR ENDED 31ST

MARCH, 2017Income from Operations 733.57 539.83 733.57 539.83

Other Income 1.77 3.23 1.77 3.23Profit Before Depreciation and Taxes 339.18 282.99 339.18 282.99Less: Depreciation (0.53) (0.59) (0.53) (0.59)

Less : Provision for :

(a) Income tax (93.85) (88.49) (93.85) (88.49)

(b) Deferred tax - -- - --

Income Tax paid of Earlier years (1.75) (0.56) (1.75) (0.56)

Provisions for Loans & AdvancesProfit for the Year 243.04 194.47 243.04 194.47Share of profit and loss of associates - - 0.00516 0.00782Profit for the period (After adjustment for associates)

243.04 194.47 243.05 194.48

Earnings Per Share (EPS) (Rs.) (Basic) 2.24 1.79 2.24 1.79

FINANCIAL PERFORMANCE

FINANCIALS

During the year under review, total revenue stood at 7.35 Crores as compared to 5.43 Crores for the previous year. Profit after tax for the period stood at 2.43 Crores as compared to 1.94 Crores for the previous year.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31st March, 2018 is annexed hereto as a part of the Financial Statements.

DIVIDEND

The directors are pleased to recommend the dividend for the financial year 2017-18 on Equity Shares of Rs.10/- each at Rs. 0.25/- per equity share equivalent to 2.5 % of the paid up share capital of the Company aggregating to Rs. 27,12,825 /- (Rupees Twenty Seven Lakhs Twelve Thousand Eight Hundred and Twenty Five Only).

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Listing Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.

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CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance along with the Secretarial Auditor’s Certificate on its compliance forms part of this Report and is annexed hereto. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

PUBLIC DEPOSITS During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

LISTING

The Equity Shares of the Company are presently listed at BSE Ltd and Calcutta Stock Exchange Limited. The Company has paid listing fees for FY 2017 - 18 to stock exchanges.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 134(3)(m) of the Companies Act 2013 read with the Companies [Accounts] Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in “Annexure – 1” to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have holding or subsidiary companies during the year and no other company has become holding / subsidiary/ joint venture. However, it has one associate company, details are as under:

S. No.

Name of the Company

CIN/GLN STATUS % of shares held by Company

Applicable Section

1 Lemonade Shares & Securities Pvt Ltd.

U67100MH2010PTC205455 Associate Company 46.81 2(6)

Statement containing salient features of financial statements of Associate Company pursuant to section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report in the prescribed Form AOC-1, as “Annexure 2”.

RELATED PARTY TRANSACTIONS

All transactions with related parties entered into during the financial year 2017-18 were at arm’s length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, (2015). During the Financial Year 2017-18, there have been no related party transactions of the Company with its Directors and Key Managerial Personnel or their relatives, or associate companies as prescribed under Section 188 of the Companies Act 2013 and SEBI Listing Regulations, (2015) which could have had a potential conflict with the interests of the Company.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature and the particulars of contracts entered during the year as per Form AOC 2 is enclosed as “Annexure 3” to this Report. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.

Transactions with related parties are disclosed in the Notes to Accounts in the Annual Report. All transactions with related parties were at arms’ length.


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DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of Board of Directors during the year under review. However, Mr. Kirit Dharod has resigned from the post of Company Secretary & Compliance Officer w.e.f 15th May, 2018. At present there is no Company Secretary to act as a Compliance Officer of the company. However, Company is under process to recruit a suitable candidate for the post of Company Secretary.

RETIREMENT BY ROTATION

Mr. Anil Agrawal, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

BOARD MEETINGS

The Board of Directors met 4 times during the financial year ended March 31, 2018, details of which are given in the Report on Corporate Governance. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. On December 12, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

FAMILIARISATION PROGRAMMES

With a view to familiarizing the independent directors with the Company’s operations, as required under the Listing Regulations, 2015, the Company held programmes for independent directors for familiarizing them with the Company, NBFC industry, business model of the Company, their roles, rights and responsibilities, etc. Details of such familiarization programmes are placed on the Company’s website.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018 and of the profits of the Company for the year ended on that date;

(c) proper and sufficient care was taken 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;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.

BUSINESS RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders’ value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in “Annexure 4” attached herewith and which forms part of this report.

AUDIT COMMITTEE AND THEIR REPORTS:

The details pertaining to composition of Audit Committee are included in the Report on Corporate Governance.

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s A.R. Sodha & Co, Chartered Accountants, Mumbai (Firm Registration No. 110324W), the Statutory Auditors of the Company, hold office up to the conclusion of 40th (Fortieth) Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting has been done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 9th September, 2017.

(ii) Secretarial Auditors

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as a measure of good Corporate Governance practice, the Board of Directors of the Company has appointed M/s. R M Mimani & Associates LLP, Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2017-18. The report of the Secretarial Auditors is enclosed as “Annexure 5” to this report.

(iii) Internal Auditors

M/s. Siddhant Shah & Co, Chartered Accountants, Mumbai has performed their duties as an Internal Auditors of the company for the F.Y 2017-18 and their report is reviewed by the Audit Committee from time to time.

OBSERVATIONS OF STATUTORY AUDITORS ON FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018:

Details of Statutory Audit Qualification:

The Company has not provided for defined benefit obligation in the nature of gratuity based on the requirement of Accounting Standard-15 (Revised) i.e. “Employee Benefit”, which requires defined benefit obligation to be recognized based on actuarial valuation basis. In absence of valuation we are unable to quantify the impact of above on the net profit for the year and liabilities as on reporting date.


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COMMENTS ON STATUTORY AUDITOR’S REPORT

Management’s Explanation

As regards to not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

COMMENTS ON SECRETARIAL AUDITOR’S REPORT

Management’s Explanation

With regard to point no. (i) and (ii)

• With regard to point no. (i) continuing the violation of the RBI norms with regard to exposure norms of RBI for a single borrower, the limit has exceeded of one of the Borrower in the previous year and 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 theses dues.

• With regard to point no. (ii) The company has prepared consolidated financial statements for the financial year 2017-18 as required under section 129 of the companies Act, 2013 which includes previous year’s figures. The Company is in process of filing applicable E-Form.

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 Auditors 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 to commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has a Vigil Mechanism named ‘Whistleblower Policy’ to deal with instances of fraud and mismanagement, if any. The Board has adopted a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to promote reporting of any unethical or improper practice or violation of the company’s Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the company. It gives a platform to the Whistleblower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.comfortfincap.com.

NOMINATION & REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ‘Nomination & Remuneration Committee, for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ‘Audit Committee’ for matters relating to constitution, meetings and functions of this Committee.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

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COST AUDIT

The Company is not required to undertake the Cost Audit as required under Section 148 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on March 31, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are available on Company’s website www.comfortfincap.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2018, are given in the notes to the Financial Statements.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board Members and Senior Management personnel of the Company. The code incorporated the duties of Independent Directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.comfortfincap.com The Board Members and Senior Management Personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director is given at the end of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.


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SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

As intimated earlier, your Company has received an Ex-Parte Ad Interim Order dated 19th December, 2014 passed by the Securities and Exchange Board of India (SEBI) under section 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 in the matter of First Financial Services Limited for not accessing the capital market. However Your Company has received Interim reliefs in this regard from SEBI vide letters dated 7th January, 2016 and 15th January, 2016 respectively.

Further, your Company has received the Final Order from Securities and Exchange Board of India (SEBI) dated 2nd June, 2016 in conformity with the interim order dated 19th December, 2014. However, your Company has filed an Appeal with Securities Appellate Tribunal (SAT), Mumbai, on 1st July, 2016 in this regard. The Company has received Interim reliefs in this regard from SEBI vide order dated 25th August, 2016.

SEBI vide its order dated 2nd April, 2018 given directions restraining the Company, from accessing the securities market and further prohibiting it from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of three years, from the date the order. The company have filed appeal against the said order.

Except above, no significant or material order has been passed by any regulator, tribunal or court which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

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

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

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- Bharat Shiroya Anil Agrawal Managing Director Director DIN : 00014454 DIN : 00014413 Place: Mumbai Date: August 14, 2018

ANNEXURE 1

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

ENERGY CONSERVATION : NATECHNOLOGY OBSERVATION : NA

Foreign Exchange Earnings and outgo: Amount in Rs.

Foreign exchange used Nil

Foreign exchange earned Nil

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ANNEXURE 2

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures.

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs. )Company does not have subsidiary company; therefore Part A is not applicable

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures (Amount in INR)

Name of associates / Joint Ventures Lemonade Shares & Securities Private Limited

1. Latest audited Balance Sheet Date March 31, 2018

2. Shares of Associate/Joint Ventures held by the company on the year end

a) No. of Shares 2,20,000

b) Amount of Investment in Associates/Joint Venture 22,00,000

c) Extend of Holding% 46.81 %

3. Description of how there is significant influence Equity Holding

4. Reason why the associate/joint venture is not consolidated Not Applicable

5. Net worth attributable to shareholding as per latest audited Balance Sheet 2,18,82,219

6. Profit/Loss for the year 1,102

i. Considered in Consolidation 516

ii. Not Considered in Consolidation 586

1. Names of associates or joint ventures which are yet to commence operations – None.

2. Names of associates or joint ventures which have been liquidated or sold during the year – None.

For COMFORT FINCAP LIMITED For COMFORT FINCAP LIMITED

Sd/- Sd/- Anil Agrawal Bharat Nanubhai ShiroyaDirector Mnaging DirectorDIN: 00014413 DIN : 00014454

Place : Mumbai Dated : 14.08.2018


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ANNEXURE 3

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Name(s) of the related party

Nature of Relationship

Nature of contracts/arrangements/transactions

Duration of Contract/arrangements/transactions

Silent Terms /arrangements/transactions including the value, if any:

Date(s) of approval by the Board, if any:

Amount paid as advances, if any:

Anil Agrawal HUF Promoter Office Rent paid

April 1, 2017 –March 31, 2018

` 2,40,000/- 20/05/2017 -

Annu Agrawal Director & Promoter

Office Rent paid

April 1, 2017 –March 31, 2018

` 2,40,000/- 20/05/2017 -

Note: During the year, Independent Directors & Non – Executive Directors are paid sitting fees for attending Board & Committee meetings of the Company.


Sd/- Sd/- Anil Agrawal Bharat Nanubhai ShiroyaDirector Mnaging DirectorDIN: 00014413 DIN : 00014454


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ANNEXURE - 4

Statement of Disclosure of Remuneration under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary during the Financial year 2017-18 :

Sr. No.

Name of director/KMP Designation Remuneration of Director / KMP for

FY 2017-18 (Amount in

Rs.)

Ratio of Remuneration

of each Director to

median remuneration of employees

% increase in remuneration

in the Financial

Year 2017-18

1. Mr. Bharat Shiroya Managing Director Rs. 22,25,845/- 5.12 : 1 82.14%

2. Mr. Anil Agrawal, Non-Executive - Non Independent Director Rs. 30,000/- Not Comparable

3. Mrs. Annu Agrawal Non-Executive - Non Independent Director Rs. 20,000/- Not Comparable

4. Mr.Devendra Lal Thakur Independent Director Rs. 65,000/- Not Comparable

5. Mr. Jugal Thacker Independent Director NIL Not Comparable

6. Mr. Anil Kumar Nevatia Independent Director Rs. 65,000/- Not Comparable

7. Mrs. Nirmala Kanjar CFO Rs. 8,98,629/- NA 13.40 %

8. Mr. Kirit Dharod Company Secretary Rs. 3,59,758/- NA Refer Note No. 2

Notes:

1. Details provided in the above table are pertaining to Directors / KMP’s on the Board as on March 31, 2018.

2. Since this information is for part of the year, the same is not comparable.

3. Non-Executive Directors are paid only sitting fees for attending Board Meetings and Committee Meetings, hence not comparable.

i. During the financial year ended 31st March, 2018, the median remuneration of employees decreased by 33.23 %.

ii. As on 31st March, 2018, the Company had 13 permanent employees on its rolls.

iii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees other than the managerial personnel in the last Financial Year is 17.76 % and percentile increase in the managerial remuneration is 56.84 %.


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iv. The Company affirms that the remuneration is as per the Nomination and Remuneration policy of the Company.

There is no employee covered under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


Sd/- Sd/-Anil Agrawal Bharat Nanubhai ShiroyaDirector Managing DirectorDIN: 00014413 DIN : 00014454


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ANNEXURE 5

Form No. MR.3

Secretarial Audit Report for the financial year ended on March 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the companies (Appointment and remuneration of managerial personnel) Rule, 2014]

To,The Members Comfort Fincap Limited[CIN: L65923WB1982PLC035441]Kolkata

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Comfort Fincap Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there-under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there-under;

III. The Depositories Act, 1996 and the Regulations and bye-laws framed there-under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there-under to the extent applicable.

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

VI. Other law applicable specifically to the Company, as detailed below;

i. The Reserve Bank of India Act, 1934

ii. Rules, regulation and guidelines issued by the Reserve Bank of India as are applicable to the Non-Banking Financial Company (NBFC)


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We have also examined compliance with the applicable clauses of the following;

(i) Secretarial Standards issued by The Institute of Company Secretaries of India related to the meetings of Board of Directors and General Meetings;

(ii) The SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and listing agreement entered into by the Company with Stock Exchanges in India.

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company and test verification on random basis carried out for compliances under other applicable Acts, Laws and Regulations to the Company.

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on the reports given by such designated professionals.

We report that, during the financial year under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines as mentioned above, subject to the following:

i. The Company is continuing with violation of the RBI norms on loan exposure to a single entity and related party during the financial year.

ii. The company has not filed consolidated financial statements for the financial year 2016-17 as required under section 129 of the companies Act, 2013

During the financial year under review, provisions of the following regulations were not applicable to the Company;

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations, 2008

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

We further report that:

• TheBoardofDirectorsof theCompany isdulyconstitutedwithproperbalanceofExecutiveDirectors,Non-ExecutiveDirectors and Independent Directors. There was no change in the composition of the Board of Directors during the period under review.

• AdequatenoticeisgiventoallthedirectorstoscheduletheBoardMeetings,agendaanddetailednotesonagendaweresent at least seven days in advance and there was no formal system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

• DecisionsatthemeetingsofBoardofDirectorsoftheCompanyandCommitteethereofwerecarriedoutwithrequisitemajority.

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We further report that based on the information provided and representation made by the Company and also on the review of compliance reports of the respective department duly signed by the department head and Compliance Certificate(s) of the Managing Director/Company Secretary/CFO taken on record by the Board of Directors of the Company, in our opinion system and process exists in the company required to be strengthen to commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.

We further report that during the financial year, the specific events/actions that can continue have major bearing on the company are as under:

• SecuritiesandExchangeBoardofIndia(SEBI)videitsinterimorderdatedDecember19,2014passedundersection11and 11B has barred the Company and one of its promoters group from accessing the capital Market, which was confirmed subsequently vide order dated April 02, 2018 and will continue to be restrained or prohibited from accessing the market or trading, as the case may be, for a further period of three years from the date of the order.

For R M MIMANI & ASSOCIATES LLP[COMPANY SECRETARIES] [Firm Registration No. I2001MH250300]

RANJANA MIMANI(PARTNER)FCS No: 6271CP No: 4234

Place: Mumbai Dated: 14th August, 2018

Note: This report is to be read with our letter of even date which is annexed as “Annexure A” and forms and integral part of this report.


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Annexure – “A”

To,The Members Comfort Fincap Limited[CIN: L65923WB1982PLC035441]Kolkata

Our Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc.;

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For R M MIMANI & ASSOCIATES LLP[COMPANY SECRETARIES] [Firm Registration No. I2001MH250300]


Place: Mumbai Dated: 14th August, 2018

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CORPORATE GOVERNANCE REPORT

I. COMPANY’S PHILOSOPHY

Corporate Governance is about commitment towards maximizing stakeholder value on a sustainable basis. Good Corporate Governance is a key driver of sustainable corporate growth and creating long-term value for stakeholders. Ethical business conduct, integrity and commitment to values, emphasis on transparency and accountability which enhance and retain stakeholders’ trust are the hallmark of good Corporate Governance.

Your Company is committed to adopt the best practices in Corporate Governance and disclosure. It is our constant endeavor to adhere to the highest standard of integrity and to safeguard the interest of all our stakeholders.

Our Company’s Board has empowered key management officials to implement policies and guidelines related to the key elements of Corporate Governance transparency, disclosure, supervision and internal controls, risk management, internal and external communications, high standards of safety, accounting fidelity, product and service quality. It also has in place a comprehensive business review process.

II. Board of Directors

A. Composition and category of Directors as on March 31, 2018

The Board of Directors of the Company consisted of 6 members, comprising:

• One Executive Director in the whole-time employment of the Company.

• Five Non-executive Directors, Three of whom are Independent, and one woman director drawn from amongst persons with diverse experience in business, finance, legal, technology and management domain.

The Chairman of the Board is an Executive Director.

The composition of the Board is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B. Board Meetings and attendance

Board meeting dates are finalized well in advance in consultation with all directors. Agenda papers with detailed notes and background information are circulated at least 7 days prior to the meeting, thereby enabling the Board to effectively and reasonably perform their duties and take informed decisions.

During the financial year 2017-18, Four (4) Board Meetings were held on 20th May, 2017, 5th August, 2017, 13th November, 2017 and 8th February, 2018. Details of composition of Directors as on 31st March 2018 are given below.

Name of the Directors Category Attendance Directorships in other Public

Companies (*)

Membership and Chairmanship of the

Committees of the Board of other companies (**)

No. of Board Meetings attended

Attendance at last AGM

Chairman Member

Mr. Bharat Shiroya Executive Director, MD 4 Yes 4 1 NIL

Mr. Anil Agrawal Non- Executive & Non Independent Director

4 Yes 4 0 2

Mrs.Annu Agrawal Non- Executive & Non Independent Director

4 No 3 0 1

Mr. Anil Kumar Nevatia Non- Executive & Independent Director

4 No 2 0 2


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Mr. Jugal Thacker Non- Executive & Independent Director

1 No 4 0 2

Mr. Devendra Lal Thakur

Non- Executive & Independent Director

4 No 3 4 2

Note:* Excludes directorship in Comfort Fincap Limited. Also excludes directorship in Private Companies, Foreign Companies,

Companies incorporated under Section 8 of the Companies Act, 2013 and alternate directorships.

** For the purpose of considering the limit of Committee Memberships and Chairmanships of a Director, Audit Committee, Stakeholders Relationship Committee of Public Companies have been considered. Also excludes the Memberships & Chairmanships in Comfort Fincap Limited.

No Director is related to any other Director on the Board in terms of the definition of ‘Relative’ given under the Companies Act, 2013 except Mrs. Annu A Agrawal is a spouse of Mr. Anil B Agrawal.

C. Re-appointment of Directors retiring by rotation:

In terms of Section 152 of the Companies Act, 2013, Mrs. Annu Agrawal is liable to retire by rotation. The said Director has offered herself for re-appointment and resolution for her re-appointment, is incorporated in the Notice of the ensuing Annual General Meeting.

D. Familiarisation Programme

The Company’s policy on programmes and measures to familiarize Independent Directors about the Company, its business, updates and development includes various measures viz. issue of appointment letters containing terms, duties etc., management information reports, presentation and other programmes as may be appropriate from time to time. The Policy and programmes aims to provide insights into the Company to enable independent directors to understand the business, functionaries, business model and others matters. The said Policy and details in this respect is displayed on the Company’s website.

E. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, Annual Performance Evaluation of the Board, individual Directors as well as of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

F. Independent Directors’ Meeting

During the year under review, 1 meeting of independent Directors was held on December 12, 2018, inter-alia, for:

i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.ii. Evaluation of performance of the Chairman of the Company.iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is

necessary for the Board to effectively and reasonably perform its duties.

H. Code of Conduct

Board of Directors have laid down Code of Conduct for Directors and Senior Management (“the Code”) for all the Board members and senior management personnel. All the Directors and senior management have affirmed compliance with the Code of Conduct as approved and adopted by the Board of Directors and a declaration to this effect signed by the Managing Director has been annexed to this report. The Code of conduct has been posted on the website of the Company www.comfortfincap.com.

I. Prevention of Insider Trading The company has devised and adopted Code of Conduct to regulate, monitor and report trading in Company’s securities

by persons having access to unpublished price sensitive information of the Company. During the year, there has been due

26


compliance with the code by the Company and all insiders and requisite disclosures were made to the Stock Exchanges from time to time.

J. Procedure of Board/ Committee Meeting

The agenda papers with relevant notes and material documents relating to matters for perusal of the Board/Committee are circulated in advance, so as to facilitate discussion and informed decision-making in the meeting. The routine businesses brought to the relevant meetings include, inter alia, the following:

• Annualbusinessplans,budgetsandstrategy.

• Quarterlyresultsandupdateonoperations.

• Financialresultsfortherelevantperiodalongwithlimitedreview/auditreportthereon.

• MinutesofvariouscommitteemeetingsoftheCompany.

• ReviewofInternalAuditReport.

• ShareholdingpatternasperRegulation31oftheListingRegulations.

• Statementofshareholdergrievancereceived/disposedduringeachquarter.

• Theinformationonrecruitmentandremunerationofseniorofficersjustbelowtheboardlevel.

• Approvalofrelatedpartytransactions.

K. Shareholding of Directors in the Company as on March 31, 2018

Name Number of Equity Shares

% of Total Paid Up Share Capital

Anil Agrawal HUF 11,64,000 10.73

Luharuka Sales and Services Private Limited 5,40,500 4.98

Luharuka Commotrade Private Limited 38,10,500 35.12

III. Audit Committee

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act which inter-alia include:

(i) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

(ii) Reviewing with the management, the quarterly and annual financial statements before submission to the board for approval;

(iii) Evaluation of internal financial controls & risk management systems;

(iv) Recommendation for appointment, remuneration and terms of appointment of Statutory Auditors;

(v) Review and monitor auditor’s independence, performance and effectiveness of audit process;

(vi) Approval or any subsequent modification of transactions with related parties;

(vii) Scrutiny of inter-corporate loans and investments;

(viii) Discussion with internal auditors on any significant findings and follow up there on;


27

(ix) Discussion with statutory auditors about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(x) Reviewing functioning of whistle blower mechanism.

The Committee comprises of 3 Independent Directors.

The Committee has met four (4) times during the financial year 2017-18 i.e. on 20th May, 2017, 05th August, 2017, 13th

November, 2017 and 08th February, 2018.

Details of attendance of each Member as on 31st March, 2018 at the Audit Committee Meetings are given below:-

Name of the Member Position Category AttendanceMr. Jugal Thacker Chairman Non- Executive and Independent Director 1

Mr. Anil Kumar Nevatia Member Non- Executive and Independent Director 4

Mr. Devendra Lal Thakur Member Non- Executive and Independent Director 4

IV. Nomination & Remuneration Committee

The terms of reference of this Committee are wide enough covering the matters specified under the Listing Regulations, 2015 and the Companies Act, 2013.

The Committee has met one (1) time during the financial year 2017-18 i.e. on 5th August, 2017.

Details of attendance of each Member as on 31st March, 2018 at the Nomination & Remuneration Committee Meetings are given below:-

Name of the Member Position Category AttendanceMr. Devendra Lal Thakur Chairman Non- Executive and Independent

director1

Mr. Anil Kumar Nevatia Member Non- Executive and Independent director

1

Mr. Jugal Thacker Member Non- Executive and Independent director

1

V) Remuneration Policy

Your Company’s remuneration policy, framed by Nomination and Remuneration Committee, is focused on recruiting, retaining and motivating high talented individuals. It is driven by the success and performance of the individual employees and the Company. Through its compensation programme, Company endeavors to attract, retain, develop and motivate a high performance workforce. Comfort Fincap Limited follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Managing Director. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the Board and Shareholders. Further, the Nomination and Remuneration Committee is also responsible for reviewing the overall goals and objectives of compensation programs, as well as our compensation plans and making changes to such goals, objectives and plans.

VI) Remuneration to other directors:

Based on the recommendations of the Nomination & Remuneration Committee, the Board has formulated Policy for Remuneration of Directors, Key Managerial Personnel (KMP) & other employees. The policy can be accessed on the following link: www.comfortfincap.com

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Remuneration of Executive Directors comprises of fixed components viz. Salary, perquisites and commission on net profits of the Company. Committee recommends to the Board, periodic revision in remuneration of Executive Directors and Board fixes their remuneration taking into consideration above factors as also ceiling limits prescribed under the Act. Independent

Directors are paid sitting fees and commission during the year.

Remuneration paid to Executive and Non-executive Directors during the year ended 31st March 2018 was as under:

Sr. No

Name of the Member Salary Sitting Fees Commission Total

1. Mr. Anil Agrawal - Rs 30,000/- - Rs 30,000/-

2. Mrs. Annu Agrawal - Rs 20,000/- - Rs 20,000/-

3. Mr. Bharat Shiroya Rs. 22,25,845/- - - Rs. 22,25,845/-

4. Mr. Anil Kumar Nevatia - Rs 65,000/- - Rs 65,000/-

5. Mr. Jugal Thacker - Rs 15,000/- - Rs 15,000/-

6. Mr. Devendra Lal Thakur - Rs 65,000/- - Rs 65,000/-

VII. Stakeholders’ Relationship Committee:

The Committee has been constituted to specifically look into the matter of the redressal of stakeholders’, security holders’ and investors’ complaints and grievances, including but not limited to, those relating to transfer/ transmission of shares, non-receipt of dividends, non receipt of Annual Report and any other grievance that a shareholder or investor may have against the Company.

The Committee has met four (4) times during the financial year 2017-18 i.e. on 20th May, 2017, 5th August, 2017, 13th

November, 2017 and 08th February, 2018.

Details of attendance of each Member during the Financial Year 2017-18 at the Stakeholders Relationship Committee Meetings are given below:-

Name of the Member Position Category AttendanceMr. Anil Agrawal Chairman Non- Executive and

Non- Independent Director4

Mr. Anil Kumar Nevatia Member Non- Executive and Independent Director

4

Mr. Devendra Lal Thakur Member Non- Executive and Independent Director

4

The Company has no transfers pending at the close of the financial year.

The details of shareholders’ complaints received and disposed of during the year under review are as follows:

Particulars NumberPending at the beginning of the year under review Nil

Received during the year under review Nil

Resolved during the year under review Nil

Pending at the end of the year under review Nil


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VIII. GENERAL BODY MEETINGS

A. Particulars of Annual General Meetings held during last three years :

Year Location Date Time Nature of Special Resolutions, if any

2014-15 22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016.

24.09.2015 11.30 A.M [1] To re-appointment of Mr. Bharat Shiroya, as a Managing Director (DIN: 00014454) of the Company.

[2] Revision in remuneration payable to Mr. Anil Agrawal, (DIN: 00014413).

2015-16 22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016.

10.09.2016 04.00 P.M [1] Revision in remuneration payable to Mr. Bharat Shiroya, (DIN: 00014454), as a Managing Director.

[2] Appointment of Mr. Devendra Lal Thakur (DIN: 00392511) as Independent Director of company.

2016-17 Hotel Royal Garden, 163A Park Street, Kolkata- 700017

09.09.2017 12:30 P.M [1] To re-appointment of Mr. Bharat Shiroya, as a Managing Director (DIN: 00014454) of the Company.

[2] To approve related party transaction under section 188 of Companies Act,2013

B) EXTRAORDINARY GENERAL MEETINGS

There were no Extraordinary General Meetings conducted during the year 2017-18.

C) POSTAL BALLOT

There was no Postal Ballot conducted during the year 2017-18.

IX. Means of Communication

WEBSITE: Your Company maintains a website www.comfortfincap.com, wherein there is a dedicated section ‘Investor Relation’. The website provides details, inter alia, about the Company, its performance including quarterly financial results, annual reports, press release, investor presentation, share price data, unpaid dividend details, shareholding pattern, contact details etc.

INVESTOR SERVICING: E-mail ID: [email protected] has been designated for the purpose of registering complaints by shareholders or investors.

Board of Directors approves and takes on record Unaudited Quarterly Results and Audited Annual Results and announces forthwith the results to both BSE Ltd and Calcutta Stock Exchange Ltd where the shares of the Company are listed together with press release of brief analysis of results.

Quarterly Financial Results were published during the Financial Year as follows

Financial Result Un-audited / Audited* NewspapersFirst Quarter Un-audited Financial Express & Duranto Batra

Second Quarter Un-audited Financial Express & Duranto Batra

Third Quarter Un-audited Financial Express & Duranto Batra

Fourth Quarter / Full year Audited Financial Express & Duranto Batra

* The Board of Directors of the Company approved and took on record the Un-Audited / Audited Financial Results within 45 days of quarter / half year and communicated the result to the Stock Exchanges where the shares of the Company are listed and published in newspapers as indicated above and also put on Company’s website i.e. www.comfortfincap.com

Note: Un-audited Financial Results were intimated to Stock Exchanges within 45 days of first three quarters and Audited Financial Results for the last quarter /financial year within 60 days of close of financial year.

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X. General Shareholders Information

1. Annual General Meeting:

Friday, 28th September, 2018 at 12:30 p.m. at Vedic Village Spa Resort, Shikharpur Bagu, Rajarhat, Kolkata- 700135, West Bengal.

2. FINANCIAL CALENDAR 2018-19 (TENTATIVE): Tentative calendar for the year 2018-19 is as follows:-

Results for the quarter ending on 30th June, 2018: Second week of August 2018

Results for the quarter ending on 30th September, 2018: Second Week of November 2018

Results for the quarter ending on 31st December, 2018: Second Week of February 2019

Results for the quarter ending on 31st March, 2019: Last Week of May 2019.

3. Book Closure Date: Friday 21st September, 2018 to Friday 28th September, 2018 (both days inclusive)

4. Registered Office: 22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016.

5. Details of Dividend for the Financial Year 2017-18: The Directors recommended, a final dividend of Rs. 0.25/- i.e 2.5 % per equity share of face value of Rs. 10/- each, for the

Financial Year ended March 31, 2018 which is payable on obtaining the Shareholders’ approval at the 36th Annual General Meeting. The proposed dividend, if so approved, will be paid to the members whose names appear on the Register of Members at the end of day on Thursday, September 20, 2018.

6. Listing on Stock Exchanges: a) BSE Ltd b) Calcutta Stock Exchange Ltd

7. CIN: L65923WB1982PLC035441

8. Stock Market Data

a) Trading Symbol at : BSE Limited (Physical Segment) Scrip Code: 535267 Calcutta Stock Exchange Limited Scrip Code: 26078 b) ISIN Number : INE274M01018

9. BSE Limited Stock Market Data (in Rs. / per share) from April 2017 to March 2018:

Month & Year High (Rs.) Low (Rs.) Period High (Rs.) Low (Rs.)

April 2017 14.67 14.20 Oct 2017 14.68 14.10

May 2017 14.80 14.35 Nov 2017 14.52 14.09

June 2017 14.62 14.00 Dec 2017 14.68 13.90

July 2017 14.65 14.19 Jan 2018 16.90 14.26

Aug 2017 14.91 13.65 Feb 2018 16.15 15.45

Sep 2017 14.35 13.75 Mar 2018 16.25 15.70

13.5

13

12.5

.-sha,.. Price

14.5

14

16.5

16

15.5

15

.... .... .... .... .... .... .... .... .... "' "' "' .... .... .... .... .... .... .... .... .... .... .... .... ~ > I: ~ .. Q. ti > 6 I: .b ~ c. .. ~ ::> ~ 0 ~ ~ ~ "' ..; 2 ..; V> 0 z 0 ~ 2

40,000.00 ~------------------~

35,000.00 1::;;:;~~~;;~~~~~:2~~~ 30,000.00

25,000.00 +---------------+-----+ 20,000.00 +-'----~--=-----J-----+ 15,000.00 .j_ _ __::!__~L..:::!=:!'.'.: -l- 10.000.00 +-----------------+

5,000.00 +------------------+ 0.00 +-~-~-.--~-.--~-.--~-.--~-.--+


31

• NoscripsweretradedintheCalcuttaStockExchangeLimitedduringthefinancialyear.Therefore,nostockmarketdatahas been given.

Performance of Comfort Fincap Ltd Share price in comparison to BSE Sensex:

10. Share Transfer System:

Presently, the Share Transfers in physical form are processed and the Share Certificates returned within a period of 15 days from the date of receipt of the document, subject to the documents being clear in all respects. The Board has delegated the authority for approving the transfers to the RTA subject to approval by Shareholders Relationship Committee / Investors Relations and Grievance Committee.

Shareholders Grievances and other miscellaneous correspondence on change of address, mandates etc., received from members are generally processed by RTA of the company within 15 days.

The Company obtains from a Company Secretary in practice half yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the Listing (Obligations and Disclosure Requirements) Regulations, 2015 and files a copy of the certificate with the Stock Exchanges.

11. Distribution of Equity Shareholding as on 31st March 2018:

Range of Shareholding

No. of Shareholders % of Total Share Amount Rs. % of Total

1-5000 821 82.5126 329,130 0.3033

5001-10000 21 2.1106 1,81,160 0.1669

10001-20000 27 2.7136 4,17,300 0.3846

20001-30000 6 0.6030 1,69,660 0.1563

30001-40000 6 0.6030 2,13,36 0.1966

40001-50000 9 0.9045 4,28,150 0.3946

50001-100000 18 1.8090 13,64,550 1.2575

100001- 99999999999 87 8.7437 10,54,09,690 97.1401Total 995 10,85,13,000 100

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12. Shareholding Pattern (Category Wise) as on 31st March, 2018

Category No. of Shares PercentagePromoters 55,15,000 50.82Mutual Funds / UTI & Banks - -Private Corporate Bodies 24,20,527 22.30Resident Individuals 28,25,513 26.04NRIs / FIIs 89,118 0.83Clearing Members 1,142 0.01Total 1,08,51,300 100.00

13. List of the Top 10 Shareholders of the Company (Excluding Promoter Group) as on 31st March 2018

Sr. No.

Name of Shareholder No. of Shares Shares as % of total no. of shares

1. KRIPA SECURITIES PRIVATE LIMITED 4,39,700 4.052. SNEHAPUSPH MARKETING PRIVATE LIMITED 3,39,644 3.133. HELPFUL INVESTMENT ADVISORY PRIVATE LIMITED 2,20,000 2.034. VIDISA TEXTILES PRIVATE LIMITED 2,18,425 2.015. CHANDRAKANT RAMJI VAGHASIA 1,56,019 1.446. INTERCITY BUILDERS PRIVATE LIMITED 1,39,000 1.287. SEEMA PRAVINKUMAR JHUNJHUNWALA 1,34,500 1.248. SURESH LAXMANBHAI BHALALA 1,20,700 1.119. SHANTI SWARUP 1,15,104 1.0610. VISHNUDHAM MARKETING PRIVATE LIMITED 91,600 0.84

14. Dematerialization of Shares & Liquidity

Mode No of Shares % of total shareholdersPhysical 93401 0.86Electronic 1,07,57,899 99.14Total 1,08,51,300 100

99.14 % of the Equity Shares have been dematerialized as on 31st March, 2018. Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 26th June, 2000 as per notification

issued by the Securities and Exchange Board of India (SEBI).

15. Outstanding GDRs/ADRs/Warrants or any convertible instruments

The Company did not issue any GDRs/ADRs/Warrants or any convertible instruments. Hence there were no outstanding GDRs/ADRs/Warrants or any convertible instruments as at end 31st March 2018.


33

16. Address for investor correspondence

For any assistance regarding dematerialisation of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares, please write to:

Bigshare Services Pvt. Ltd. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059 Tel: 022-62638200 Fax: 022-62638299 Website : www.bigshareonline.com Email ID: [email protected]

Corporate Office A-301, Hetal Arch, Opp. Natraj Market, S.V.Road, Malad (West), Mumbai 400064. Tel: 91-22-28449765/66 Fax: 91-22-28892527 Email: [email protected] Website: www.comfortintech.com

Registered Office: 22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016

17. Other Disclosures:

i) There were no transactions of material nature with its related parties that may have the potential conflict with the interest of the Company at large. Transactions with related parties are disclosed in the Financial Statements.

(ii) The Company has not entered into any transaction of a material nature with the Promoters, Directors or Management, their subsidiaries or relatives, etc. that may have a potential conflict with the interests of the Company at large.

(iii) There were no instances of material non compliance nor have any penalties/strictures imposed by Stock Exchanges or SEBI or any other statutory authority on any matters related to capital market, during last financial years.

(iv) The Board of Directors of the Company has adopted and put in place a Whistle Blower Policy and no personnel have been denied access to the audit committee. Details of vigil mechanism/whistle blower policy are provided in the Directors report.

(v) Managing Director and the CFO of the Company have certified to the Board with regard to the compliance made by them in terms of Regulation 17(8) of the Listing Regulations [Part B of Schedule II] and the certificate forms part of Annual Report. The Managing Director and the Chief Financial Officer also gives quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

(vi) There are no non-compliances of any requirement of corporate governance report and all the required disclosures are made to stock exchanges and other regulatory bodies as and when required.

(vii) The Company is in compliance with the disclosures required to be made under this report in accordance with Regulation 34(3) read together with Schedule V(C) to the Listing Regulations.

(viii) The company is in the process of transferring its shares to IEPF as required under Section 124 of companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refunds) Rules, 2016.

34


DECLARATION ON CODE OF CONDUCT

This is to certify that your Company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management Personnel and that the same has been hosted on the Company’s website. All the Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the FY 2017-18.

Bharat ShiroyaChairman & Managing DirectorDIN : 00014413 Place : Mumbai Date : 14.08.2018

CEO/CFO CERTIFICATIONTo,The Board of Directors Comfort Fincap Limited

Dear Sir,

We have reviewed financial statements and the cash flow statement for the year 31st March, 2018 and that to the best of our knowledge and belief, we state that;

(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that may be misleading;

(ii) these statements present a true and fair view of the Company’s affairs and are in compliance with current accounting standards, applicable laws and regulations.

(b) there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company’s code of conduct.

(c) we accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies.

(d) we have indicated to the Auditors and the Audit Committee:

(i) significant changes, if any, in the internal control over financial reporting during the year.

(ii) significant changes, if any, in accounting policies made during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Yours sincerely,

For Comfort Fincap Limited For COMFORT FINCAP LIMITED

Sd/- Sd/-Nirmala Kanjar Bharat Nanubhai ShiroyaChief Financial Officer Managing Director DIN : 00014454

Place: Mumbai Date: 14th August, 2018


35

CERTIFICATE ON CORPORATE GOVERNANCE

Corporate Governance Compliance Certificate

Corporate Identity Number: L65923WB1982PLC035441

Nominal Capital: Rs. 15,00,00,000/-

To the Members of Comfort Fincap Limited22, Camac Street, Block ‘B’, Kolkata, West Bengal- 700016.

We have examined all the relevant records of Comfort Fincap Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2018.

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification.

The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance.

This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

In our opinion and to the best of our information and according to the explanations and information furnished to us, we certify that the Company has complied with all the mandatory requirements of Corporate Governance as stipulated in Schedule II of the said Regulations.

For R M MIMANI & ASSOCIATES LLPCOMPANY SECRETARIES [Firm Registration No.: I2001MH250300]


Place: Mumbai Date: 14th August, 2018

36


MANAGEMENT DISCUSSION & ANALYSIS

Indian Economy

Indian economy has continued to consolidate the gains achieved in restoring macroeconomic stability. The real GDP growth in the first half of the year was 7.2%, on the weaker side of the 7.0-7.75% projection in the Economic Survey 2015- 2016 and somewhat lower than the 7.6% recorded in the second half of 2015- 2016. According to United Nations World Economic Situation and Prospects (WESP) 2017 Report, India’s economy is projected to grow by 7.7% in the fiscal year 2017 and 7.6% in 2018, benefiting from strong private consumption. Low capacity utilization and stressed balance sheets of banks and businesses are the two main reasons for the prevention of short term investment revival in the country. 130th The outlook for the year as a whole is for Consumer Price Index (CPI) inflation to be below the RBI’s targetof 5%, a trend likely to be assisted by demonetization.

However, CPI had increased to 130.80 Index Points in March, 2017 from 130.60 Index Points in February, 2017. Similarly, the external position appears robust having successfully weathered the sizeable redemption of Foreign Currency Non-Resident (FCNR) deposits in late 2016 and the volatility associated with the US election and demonetization.

Industry Overview

Non-Banking Finance Companies (NBFCs) form an integral part of the Indian financial system. They play an important role in nation building and financial inclusion by complementing the banking sector in reaching out credit to the unbanked segments of society, especially to the micro, small and medium enterprises (MSMEs). NBFCs’ ground-level understanding of their customers’ profile and their credit needs gives them an edge, as does their ability to innovate and customize products as per their clients’ needs. Moreover, with the banking system clearly constrained in terms of expanding their lending activities, the role of NBFCs becomes even more important now, especially when the government has a strong focus on promoting entrepreneurship. NBFCs expected portfolio growth for the FY 2016-17 was 17-19% in the backdrop of weak retail credit off-take post demonetization. According to Investment Information and Credit Rating Agency of India Limited (ICRA), the growth was originally expected to be 19-22%. The key target segment of NBFCs the self-employed-is likely to have been impacted more, as a sizable share of their business is based on cash transactions, which were affected by shortage in currency following demonetization. NBFC’s business has also been affected by the moderation in disbursements with limited cash availability, especially microfinance and gold-backed lending. The extent of recovery in the borrower businesses and income levels and their ability to contribute margins for asset purchase and business funding, would be the key drivers of growth in the near to medium term. The NBFCs are also expected to focus more on collections than on incremental business. Competitive pressure for retail-focused NBFCs is likely to intensify as banks are increasingly focusing on retail segment to offset weak corporate credit growth. Further, increase in bank deposit base post demonetization and steep reduction in lending rates is expected to result in migration of some large-ticket and relatively better quality NBFC borrowers to banks.

ABOUT THE COMFORT FINCAP LIMITED

Business Overview

Our Company was originally incorporated as Parasnath Textiles Limited (PTL) on 12th November, 1982 under the Companies Act, 1956 in the State of West Bengal. Initially The object of the Company was to carry on the business of manufacturers and dealers in textiles, investment /trading in shares & securities. However, the Company was registered with RBI as a Non Banking Financial Company (‘NBFC’) on 15th September, 1998 being Registration No. 05.02895 and started NBFC business.

The Company’s name was changed from Parasnath Textiles Limited to Comfort Fincap Limited vide fresh certificate of incorporation dated 4th June, 2011.

The Company is providing various financial solutions such as advancing loans against listed Shares & Securities and properties, corporate loans, personal loans, trade financing, bills discounting etc.

Our Company is primarily focused in providing inter corporate loans, personal loans, loans against shares & securities, loans against properties, trade financing, bills discounting, trading in shares & securities and arbitrage business in stock and commodity market. Being an NBFC, our Company has positioned itself between the organized banking sector and local money lenders, offering the customers competitive, flexible and timely lending services.

The Company is providing various financial solutions such as advancing loans against listed Shares & Securities and properties, corporate loans, personal loans, trade financing, bills discounting etc.


37

Our Company is primarily focused in providing inter corporate loans, personal loans, loans against shares & securities, loans against properties, trade financing, bills discounting, trading in shares & securities and arbitrage business in stock and commodity market. Being an NBFC, our Company has positioned itself between the organized banking sector and local money lenders, offering the customers competitive, flexible and timely lending services.

PRODUCTS & SERVICES

Our Company offers financial services to commercial, industrial and financial clients with a one stop financial solution:-advancing loans against listed Shares, Securities, Properties, Mortgage Loans, Auto / Home• Margin funding• Corporate loans• Personal loans• Trading in shares & securities• Trade financing• Bills discounting, etc.

FINANCIAL PERFORMANCE

During the fiscal 2017-18, the Gross Operational Income of the Company stood at Rs. 735.33 Lacs as compared to previous fiscal of Rs. 543.06 Lacs and the Company Profits stood at Rs. 243.04 Lacs during the fiscal 2017-18 as compared to previous fiscal of Rs. 194.47 Lacs.

Basic Earnings per share for fiscal 2017-18 was Rs. 2.24/- per share.

Your Company has proposed a dividend of 2.5% i.e Rs. 0.25/- per equity share amounting to Rs. 27,12,825/- for the accounting year ended 31st March 2018.

Strengths

A well-defined and scalable organization structure Experienced and stable management team The Company has a long standing presence spanning over two decades of financing, resulting in deep understanding of

the market that it operates in. The Company’s biggest strength is its trained manpower. This enables smooth conduct of operation.

Weakness

Branding: Our Company is not a well established brand among large NBFC players who have access to larger financial resources. Accessibility: We do not have branches so we are unable to explore the business opportunities in other areas. Opportunities and Threats

Increase in demand, a supportive operating environment and declining interest rate regime are factors which could support NBFCs ability to improve profitability and shareholder returns.

The Company faces stiff competition from Banks and other NBFCs operating in similar areas of business and challenges from regulatory changes in the NBFC and ancillary sectors. However, with its excellent service, foot print, digitalization initiatives and unique differentiators in the product, the Company has been able to continue to expand its business.

Our Strategy

Expansion of existing activities Financial Management/Advisory Services Brand recognition Retention of customer base with a holistic association approach Constant strengthening of risk framework

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Regulatory

As Being a Non-Banking Finance Company, is regulated by Department of Non-Banking Supervision of Reserve Bank of India. Company is currently under category of Non–Deposit accepting company so company is not within purview of various guidelines applicable. However, RBI has issued several guidelines applicable to Non-Deposit accepting companies, notable among which are:

• SubmissionofFinancialStatements• SubmissionofBusiness-ContinuityCertificate• ToexercisetheFairPracticeCode• CompliancewithPrudentialNorms

Company is complying with various statutory provisions such as Companies Act, Income tax, Service tax, Stock Exchanges Listing compliances and other applicable laws and regulations applicable to the company.

Risks & Concerns

Risk management involves identification of risk, assessing the impact on business if a security incident occurs, and making the right financial decision about how to deal with the results of one’s assessment. It also includes the implementation of a programme to continually measure and assess the effectiveness of existing safeguards in protecting one’s critical assets, Thus, managing risks is not a one-time activity; it’s an ongoing process. It is also critical to recognize that certain business risks are unavoidable, and have to be dealt with as they arise.

Your Company has directed its effort towards risk management by employing the expertise people and technology to mitigate the risks affecting the growth and profitability of the Company. The Company is constantly engaged in innovating its methods and procedures of risk management.

Internal Control system and adequacy

Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. An effective system of internal control allows the NBFCs to assume additional risks in a calculated manner while minimizing financial surprises and protecting itself from significant financial loss. Thus, internal control is an integral component of risk management. The Internal control checks and internal audit programmes adopted by our Company plays an important role in the risk management feedback loop, in which the information generated in the internal control process is reported back to the Board and Management. The internal control systems are modified continuously to meet the dynamic change.

Cautionary

Statements in this report pertaining to the Company’s objectives, projections, estimates, exceptions and predictions are forward-looking statements subject to the applicable laws and regulations. These statements may be subject to certain risks and uncertainties. The Company’s operations are affected by many external and internal factors which are beyond the control of the management. Therefore, the actual position may differ from those expressed or implied. Important factors that could influence the Company’s operations include global and domestic financial conditions, changes in government regulations, tax laws, RBI regulations, exchange rate fluctuation, economic developments within the country and other factors such as litigation and industrial relations.


39

INDEPENDENT AUDITOR’S REPORT

To,The Members of,Comfort Fincap Limited

We have audited the accompanying financial statements of Comfort Fincap Limited (“the Company”)which comprise the Balance sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Basis for Qualified Opinion

The Company has not provided for defined benefit obligation in the nature of gratuity based on the requirement of Accounting Standard-15 (Revised) i.e. “Employee Benefit”, which requires defined benefit obligation to be recognised based on actuarial valuation basis. In absence of valuation we are unable to quantify the impact of above on the net profit for the year and liabilities as on reporting date.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects for the matters stated in basis for qualified opinion paragraph, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally

40


accepted in India.

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2018;

(ii) in the case of the statement of profit and loss, of the loss for the year ended on that date;

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Companies Act, 2013, we give in Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial reports over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impact its financial position.

ii) The Company has made provision, as required under the applicable law or accounting standards, for material forseeable losses, if any, on long-term contracts including derivative contracts.

iii) There has been no amount which is required to be transferred, to the Investor Education and Protection Fund.

For A. R.SODHA & Co.Chartered AccountantFRN 110324W

A.R. SodhaPartnerM. No 031878Place: MumbaiDate:28th May, 2018


41

ANNEXURE A TO AUDITORS’S REPORT

On the basis of such checks as we considered appropriate and according to the information and explanations given to us, we report that:

1) a) According to information and explanations given to us and records furnished before us, the company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c) The company does not have any immovable property and accordingly reporting under clause 3(i)(c) not applicable.

2) a) The stock in trade of shares and securities held in dematerialized format have been verified from the relevant statements received from the depositories during the year, by the management.

b) In our opinion and according to the information and explanations given to us, the procedures of verification of shares and securities followed by the management are reasonable and adequate in relation to thesize of the company and the nature of its business.

c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining properrecords of its inventories. No material discrepancy was noticed on verification of stock of shares andsecurities by the management as compared to book records.

3) According to the information and explanation given to us and on the basis of records furnished before us, company has granted unsecured loans to twopartiescovered in the register maintained under section 189 of the Companies Act, 2013.

a) The terms and conditions of the grant of such loans are not prejudicial to the interest of the company.

b) According to information and explanation given to us the loan is repayable on demand and has been repaid as and when demanded. Interest has been served on a regular basis.

c) Loan has been repaid as and when demanded and hence there is no overdue amount.

4) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 with respect to the loans given. However, the company has not given any guarantees and security, or made any investment, under section 185 and 186 of the Companies Act, 2013.

5) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not accepted any deposits within the meaning of section 73 to 76 from public during the year. Accordingly clause 3(v) of Companies (Auditor’s Report) Order, 2016 is not applicable.

6) According to the information and explanation given to us the Company is not required to maintain cost records as specified under section 148 sub-section (1) of the Companies Act, 2013. Accordingly clause 3(vi) of Companies (Auditor’s Report) Order, 2016 is not applicable.

7) a) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing of undisputed statutory dues with respect to Provident fund, Goods and Service Tax, Income Tax, Tax Deducted at Source and Service tax.According to information and explanation given to us and records examined by us no undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Goods and Service Tax, Cess is outstanding as at 31st March for more than six months from the date they become payable.

b) According to information and explanation given to us and the records of the Company examined by us, there are no statutory dues which have not been paid on account of any dispute.

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8) According to the information and explanation given to us and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet date.

9) According to information and explanation given to us by the management and records furnished before us, the company has not raised money by way of initial public offer and the term loan raised during the year has been applied for the purpose for which they have been obtained.

10) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company by its officers and employees during the period nor we have been informed of such instances by the Management. Accordingly reporting under clause 3(x) of Companies (Auditor’s Report) Order, 2016 is not applicable.

11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.

12) The Company is not a Nidhi Company hence reporting under clause 3(xii) of Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

13) The Company has entered into transactions with related parties in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required to be disclosed under applicable Accounting Standard.

14) According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly clause 3(xiv) of the Companies (Auditor’s Report) Order, 2016 is not applicable.

15) According to the information and explanation given to us, the company has not entered into any non-cash transaction with directors or persons connected with them. Accordingly reporting under clause 3(xv) of the Companies (Auditor’s Report) Order, 2016 is not applicable.

16) The Company is non-banking financial company and is registered under section 45-IA of the Reserve Bank of India Act, 1934.

For A. R. Sodha& Co.Chartered AccountantFRN 110324W

A.R. SodhaPartnerM. No 031878Place: MumbaiDate:28th May, 2018


43

ANNEXURE - B TO THE AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Comfort Fincap Limited (“the Company”) as of31st March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on theinternal control over financial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention anddetection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribedunder section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that couldhave a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subjectto the risk that the internal financial control over financial reporting may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, basedon the internal control over financial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

For A. R. Sodha& Co.Chartered AccountantFRN 110324W

A.R. SodhaPartnerM. No 031878Place: MumbaiDate: 28th May, 2018


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Balance Sheet as at March 31, 2018(Amount in INR)

Particulars Note No.

As at March 31, 2018


I Equity & Liabilities1. Shareholders' funds(a) Share Capital 2 10,85,13,000 10,85,13,000

(b) Reserves and Surplus 3 19,10,57,254 16,67,52,683

(c) Money received against share warrants - - 29,95,70,254 27,52,65,683

2. Non - Current Liabilities(a) Long -Term Borrowings - -

(b) Deferred Tax Liabilities (Net) - -

(c) Other Long - Term Liabilities - -

(d) Long - Term Provisions - - - -

3. Current Liabilities(a) Short - Term Borrowings 4 15,13,41,694 14,01,07,885

(b) Trade Payables 5 12,27,605 8,74,768

(c) Other Current Liabilities 6 34,08,444 39,24,949

(d) Short - Term Provisions 7 33,71,746 62,04,485 15,93,49,489 15,11,12,087

TOTAL 45,89,19,744 42,63,77,770 II Assets

1. Non - Current Assets

(a) Fixed Assets

(i) Tangible Assets 8 2,50,527 1,55,820

(ii) Intangible Assets - -

(b) Non - Current Investments 9 2,59,17,615 2,66,60,531

(c) Long - Term Loans and Advances - -

(d) Other Non - Current Assets - - 2,61,68,142 2,68,16,351

2. Current Assets

(a) Inventories 10 2,49,72,307 2,59,36,886

(b) Trade Receivables 11 9,28,855 40,21,972

(c) Cash and Cash equivalents 12 2,45,95,956 2,35,42,671

(d) Short - Term Loans and Advances 13 38,07,70,783 34,45,00,214

(e) Other Current Assets 14 14,83,701 15,59,677 43,27,51,602 39,95,61,419

TOTAL 45,89,19,744 42,63,77,770 Significant Accounting Policies 1

As per our report of even date For A R Sodha & Co. Chartered Accountants Bharat Shiroya Anil Agrawal Firm Reg. No.: 110324W Managing Director Director DIN : 00014454 DIN : 00014413 A.R. Sodha Partner Nirmala Kanjar Membership No. : 031878 Chief Financial Officer Mumbai ,28th May, 2018 Mumbai ,28th May, 2018


47

Statement of Profit and Loss for the year ended March 31, 2018(Amount in INR)


For the year ended March 31, 2018


I Revenue from Operations 15 7,33,56,595 5,39,82,971 II Other Income 16 1,76,926 3,23,187 III Total Revenue (I + II) 7,35,33,520 5,43,06,158

IV ExpensesPurchase of Stock-in-Trade - - Changes in Inventories of Stock-in-Trade 17 9,64,579 79,551 Employee Benefits Expenses 18 1,11,53,982 80,53,457 Finance Costs 19 2,09,02,332 70,39,902 Depreciation and Amortization Expense 8 53,802 58,959 Other Expenses 20 65,93,787 1,08,34,309 Total Expense 3,96,68,482 2,60,66,179

V Profit before Exceptional and Extraordinary Items and Tax (III-IV)

3,38,65,038 2,82,39,979

VI Exceptional Items - - VII Profit before Extraordinary Items and Tax

(V-VI) 3,38,65,038 2,82,39,979

VIII Extraordinary Items - - IX Profit Before Tax (VII-VIII) 3,38,65,038 2,82,39,979 X Tax Expense:

(a) Current Tax 93,85,100 88,49,100 (b) Tax of Earlier Year 1,75,367 (56,322)

95,60,467 87,92,778 XI Profit for the Period from Continuing

Operations (IX - X) 2,43,04,571 1,94,47,201

XII Profit/(Loss) for the Period from Discontinuing Operations

- -

XIII Tax Expense of Discontinuing Operations - - XIV Profit/(Loss) from Discontinuing Operations

(After Tax) (XII-XIII) - -

XV Profit for the Period (XI + XIV) 2,43,04,571 1,94,47,201 XVI "Earnings Per Equity Share

(Face Value Rs. 10/- Per Share):"21

Basic (Rs.) 2.24 1.79 Significant Accounting Policies 1


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Cash Flow Statement for the year ended 31st March, 2018(Amount in INR)

For the year ended March 31, 2018 For the year ended March 31, 2017 CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax for the year 3,38,65,038 2,82,39,979 Adjustments for : Interest Paid 2,09,02,332 70,39,902

Depreciation 53,802 58,959

Capital Gains on sale of Investments (7,66,783) (31,28,955)

Provision for Loans 1,27,070 2,03,16,421 15,50,330 55,20,236 Operating Profit before Working Capital change 5,41,81,459 3,37,60,215 Adjustments for : Adjustments for (increase) / decrease in operating assets:

Inventories 9,64,579 79,551

Trade receivables 30,93,117 (40,21,972)

Short-term loans and advances (3,63,97,639) (13,88,32,742)

Long-term loans and advances - -

Other current assets 75,976 39,923

Other non-current assets - (3,22,63,967) - (14,27,35,239)

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 3,52,837 8,74,768

Other current liabilities (5,16,505) 22,16,503 Short-term provisions 1,27,070 15,50,330 Long-term provisions - (36,598) - 46,41,601 Cash Generated From Operations 2,18,80,894 (10,43,33,424) Income Tax paid 99,08,204 92,71,560 NET CASH FROM OPERATING ACTIVITIES Total (A) 1,19,72,690 (11,36,04,984) CASH FLOW FROM INVESTING ACTIVITIES Investments (Purchased)/Sold 15,09,698 66,86,142 Fixed Assets (Purchased)/Sold (1,48,509) -

NET CASH USED IN INVESTING ACTIVITIES Total (B) 13,61,189 66,86,142

CASH FLOW FROM FINANCING ACTIVITIES

Issue of Equity Capital - -

Dividend Paid (26,12,072) (26,04,257)

Loan taken / (Repaid) in Secured Loan 1,12,33,810 11,47,34,456

Interest paid (2,09,02,332) (70,39,902) NET CASH FROM FINANCING ACTIVITIES Total (C) (1,22,80,595) 10,50,90,298 Net Increase/(Decrease) in Cash and Cash Equivalents Total (A+B+C)

10,53,285 (18,28,545)

Cash and Cash Equivalents -- Opening Balance 2,35,42,671 2,53,71,216

Cash and Cash Equivalents -- Closing Balance 2,45,95,956 2,35,42,671

(0) 0

Note: Previous year's figures have been regrouped/rearranged

wherever considered necessary.



49

Notes to Standalone financial statements for the year ended March 31, 2018

NOTE – ‘1’

SIGNIFICANT ACCOUNTING POLICIES:

A. The financial statements have been prepared under the historical cost convention and materially comply with the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 2013. All income and expenditure having material bearing on the financial statements have been recognized on the accrual basis.

B. Change in Accounting Policy:

Accounting for Proposed Dividend: As per the requirements of AS 4 (Revised), proposed final dividend including Dividend Distribution Tax are recognised as a liability in the period in which they are approved by Shareholders unlike earlier requirement of recognising a liability in the period to which it relates.

C. Use of Estimates

The preparation of financial statements in conformity with generally accepted principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

D. Accounting of Income/Expenditure

All income and expenditure items having a material bearing on the financial statements are recognised on accrual basis except in the case of dividend income, debenture interest and interest on fixed deposits with non-banking companies & interest receivable from / payable to government on tax refunds / late payment of taxes, duties / levies which are accounted for on cash basis.

As per prudential norms prescribed by Reserve Bank of India, interest income has been recognized only on standard advances given by the Company and If the account turns non performing during the financial year/period then any unrealized interest till the date account turns non performing is reversed in the year/period in which accounts became non-performing

E. Investments:

Long term investments in Shares / Mutual Funds are carried at cost. However, provision for diminution in value is made to recognize a decline other then temporary in the value of investments.

F. Stock in Trade:

Closing stock in case of quoted shares has been valued at lower of cost and fair value. Wherever quotations are not available as on 31 March 2018, inventory has been valued at lower of last traded price and cost. Wherever quotations are not available due to scrip has been suspended / delisted for a considerable period of time by stock exchanges has been valued at nil rate.

G. Fixed Assets/Depreciation

i) Fixed Assets are stated at cost of acquisition as reduced by accumulated depreciation and impairment losses, if any. Acquisition cost comprises of the purchase price and attributable cost incurred for bringing the asset to its working condition for its intended use..

ii) Depreciation on Tangible Fixed Assets has been provided based on the useful life of the asset and in the manner as prescribed in Schedule II to the Companies Act, 2013.

iii) Depreciation on Fixed Assets added or sold during the year, is provided on pro-rata basis with reference to the date of addition/deletion.

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H. Taxation:

Current Tax provision is made based on the tax liability computed after considering tax allowances and exemptions at the balance sheet date as per Income Tax Act, 1961.

Deferred tax reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred tax asset is recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits.

The carrying amount of Deferred Tax Assets are reviewed at each balance sheet date and written down or written up, to reflect the amount that is reasonably or virtually certain, as the case may be, to be realized.

I. Foreign Exchange Transactions:

Foreign Currency transactions are accounted for at the exchange rates prevailing at the time of recognition of income/expenditure and difference if any, resulting in income or expenses dealt with in profit & loss account under the head Foreign Exchange Fluctuation Gain.

Foreign currency monitory items are reported using the closing rates. Exchange difference arising on reporting them at closing rate i.e. at the rate different from those at which they were initially recorded, are recognized as income or expenses as the case may be.

J. Retirement Benefits :

Gratuity payments will be accounted for on Payment basis.

K. Impairment of assets

The carrying amounts of assets are viewed at each Balance Sheet date if there is any indication of impairment based on internal / external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been change in the estimate of the recoverable amount.

L. Earning per share

In determining earning per share, the Company considers the net profit after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earning per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earning per share comprises the weighted average shares considered for deriving basic earning per share, and also the weighted average number of shares that could have been issued on the conversion of all diluted potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value (i.e. the average market value of the shares outstanding). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. The number of shares and potentially dilutive equity shares adjusted for any stock splits and issues of bonus shares effected prior to the approval of the financial statements by the Board of Directors.

M. Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate to settle the obligation at the balance sheet date. These provisions are reviewed at each balance sheet date and adjusted to affect the current best estimates. Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.


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Note 2 - Share Capital (Amount in INR) Particulars As at

March 31, 2018 As at

March 31, 2017 Authorised : 1,50,00,000 Equity Shares (Previous Year 1,50,00,000) of Rs. 10/- each 15,00,00,000 15,00,00,000

TOTAL 15,00,00,000 15,00,00,000 Issued and Subscribed : 1,08,51,300 Equity Shares (Previous Year 1,08,51,300) of Rs. 10/- each 10,85,13,000 10,85,13,000

TOTAL 10,85,13,000 10,85,13,000 Subscribed and Paid-up : 1,08,51,300 Equity Shares (Previous Year 1,08,51,300) of Rs. 10/- each 10,85,13,000 10,85,13,000

TOTAL 10,85,13,000 10,85,13,000 (a) Rights, preferences and restrictions attached to shares

The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each holder of Equity Share is entitled to one vote per share. The dividend proposed by the Board of Directors is Rs. 27,12,825/- (PY 21,70,260/-) and is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.

(b) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year : Particulars As at


March 31, 2017

Number of shares at the beginning of the year 1,08,51,300 1,08,51,300

Add: Issue of Shares during the year

Number of shares alloted as fully paid-up during the year

- - - -

No. of shares at the end of the year 1,08,51,300 1,08,51,300 (c) Details of shareholders holding more than 5% shares in the company

Particulars As at March 31, 2018


Nos. % Nos. % Luharuka Commotrade Pvt Ltd 38,10,500 35.12% 38,10,500 35.12%

Anil Agarwal HUF 11,64,000 10.73% 11,64,000 10.73%

52


Note 3 - Reserves & Surplus (Amount in INR) Particulars

As at March 31, 2018 As at March 31, 2017

(a) Securities Premium Reserve As per last Balance Sheet 8,09,20,000 8,09,20,000

Add: On issue of shares - 8,09,20,000 - 8,09,20,000

(b) Special Reserve As per last Balance Sheet 2,10,15,544 1,71,26,103

Add: Transfer from Profit and Loss Account during the year

48,60,914 2,58,76,458 38,89,440 2,10,15,544

(c) Surplus in the Profit & Loss Account As per last Balance Sheet 6,48,17,140 5,18,71,451

Add: Profit / (Loss) for the year 2,43,04,571 1,94,47,201

Amount available for appropriations 8,91,21,711 7,13,18,652 Appropriations:

Add: Transferred from reserves - -

Less: Transferred to special reserve (48,60,914) (38,89,440)

Proposed Equity dividend - (21,70,260)

Tax on Proposed Dividend - (4,41,812)

(48,60,914) 8,42,60,796 (65,01,513) 6,48,17,140 TOTAL 19,10,57,254 16,67,52,683

Note 4 - Short Term Borrowings (Amount in INR) Particulars

As at March 31, 2018 As at March 31, 2017

(a) Loans repayable on demand

From banks

Secured* 2,24,98,682 3,94,03,913

Unsecured - 2,24,98,682 - 3,94,03,913

* Secured loans are lien on FDR kept with bank

(b) Loans and advances from Others

Secured** 12,88,43,012 10,07,03,972

Unsecured - 12,88,43,012 - 10,07,03,972

** Secured loans are taken on securities held by the Company

TOTAL 15,13,41,694 14,01,07,885


53

Note 5 - Trade Payables (Amount in INR) Particulars As at


March 31, 2017 Trade Payables 12,27,605 8,74,768

TOTAL 12,27,605 8,74,768 Note 6 - Other Current Liabilities (Amount in INR) Particulars As at

March 31, 2018 As at March

31, 2017 Other Payables 34,08,444 39,24,949

TOTAL 34,08,444 39,24,949 Note 7 - Short-Term Provisions (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017

Contingent provision for Standard Advances 12,97,740 11,70,670

Provision for Proposed Dividend - 21,70,260

Provision for Tax on Proposed Dividend - 4,41,812

Provision for Taxation (net of Advance tax & TDS)

20,74,006 33,71,746 24,21,743 62,04,485

TOTAL 33,71,746 62,04,485 Note : 8 Fixed assets (Amount in INR) Tangible assets

Gross block Accumulated depreciation and impairment Net block

Balance as at 1 April, 2017

Additions Disposals Balance as at 31 March, 2018

Balance as at 1 April, 2017

epreciation / amortisation expense for

the year

Other adjustm

ents

Balance as at 31 March, 2018



Motor Vehicle 10,38,394 - - 10,38,394 8,82,574 48,664 - 9,31,238 1,07,156 1,55,820

Air Condition 1,48,509 1,48,509 - 5,138 - 5,138 1,43,371 -

Total 10,38,394 1,48,509 - 11,86,903 8,82,574 53,802 - 9,36,376 2,50,527 1,55,820

Previous year 10,38,394 - 10,38,394 8,23,615 58,959 - 8,82,574 1,55,820 2,14,779

Note - 9 Non- Current Investments (Amount in INR)

Particulars Nos. Cost FMV Nos. Cost FMVAs on As on As on As on

31.03.2018 31.03.2018 31.03.2017 31.03.2017In Equity Shares of Associate Companies - Unquoted Fully paid-up

Lemonade Share & Securiteis Pvt. Ltd. (F.V. Rs. 10/- each) 2,20,000 2,20,00,000 NA 2,20,000 2,20,00,000 NA In Equity Shares of Other Companies - Unquoted Fully paid-up

Liquors India Limited (F.V. Rs. 10/- each) 2,00,000 26,00,000 NA 2,00,000 26,00,000 NA Total [A] 4,20,000 2,46,00,000 - 4,20,000 2,46,00,000 -

54


In Equity Shares of Others- Quoted Fully paid-up

Himachal Futuristic Communications Ltd (F.V. Re. 1/- each) 1,85,000 13,17,615 47,91,500 2,85,000 20,60,531 36,33,750 Total [B] 1,85,000 13,17,615 47,91,500 2,85,000 20,60,531 36,33,750

TOTAL [A+B] 6,05,000 2,59,17,615 47,91,500 7,05,000 2,66,60,531 36,33,750 Notes Current Year Previous Year 1. Aggregate amount of Quoted Investment 13,17,615 20,60,531 2. Aggregate Market Value of Quoted Investment 47,91,500 36,33,750 3. Aggregate amount of Un-Quoted Investment 2,46,00,000 2,46,00,000 Note 10 - Inventories (Amount in INR) Particulars As at


March 31, 2017 Stock-in-trade (Shares) 2,49,72,307 2,59,36,886

(Valued at cost or Market Value whichever is lower) TOTAL 2,49,72,307 2,59,36,886

Note 11 - Trade Receivables (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 (i) Due for a period exceeding six months

- Unsecured, considered good 7,51,355 - -

- Doubtful - -

Less: Provision for Doubtful Debts - 7,51,355 - -

7,51,355 -

(ii) Others

- Unsecured, considered good 1,77,500 40,21,972

- Doubtful - -

Less: Provision for Doubtful Debts - 1,77,500 - 40,21,972

1,77,500 40,21,972 TOTAL 9,28,855 40,21,972

Note 12 - Cash & Cash equivalents (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 Cash & Cash Equivalents

(i) Balances with Banks :

- Current Accounts 17,710 14,846

- Deposits (under lien with banks)* 2,44,94,968 2,45,12,678 2,35,00,000 2,35,14,846

(ii) Cash-in-hand 83,278 27,825 TOTAL 2,45,95,956 2,35,42,671


55

Note 13 - Short Term Loans & Advances (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 (i) Advances recoverable in cash or in kind for value to be received

i) Advances Considered good & in respect of which Company is fully secured

33,98,90,290 30,10,60,323

ii) Advances Considered good for which Company holds no Security other than personal security

3,08,92,157 3,34,16,932

iii) Sub-Standard Advances in respect of which Company is;

(a) Secured 1,00,13,000 1,00,13,000

(b) Unsecured - -

Less: Provision for Sub-standard assets (10,01,300) (10,01,300)

Doubtful (Secured) - 90,11,700 - 90,11,700

(ii) Prepaid Expenses 7,176 14,401

(iii) Other Advances 11,000 38,398

(iv)Income Tax Refund receivable 9,58,460 9,58,460 TOTAL 38,07,70,783 34,45,00,214

Note 14 - Other Current Assets (Amount in INR) Particulars As at March

31, 2018 As at March

31, 2017 Interest accrued on Fixed Deposits 14,83,701 15,59,677

TOTAL 14,83,701 15,59,677

Note 15 - Revenue from Operations (Amount in INR)Particulars For the year ended

March 31, 2018For the year ended

March 31, 2017(a) Income from Operation

Interest Income

From Loans & Advances 6,48,45,856 4,27,12,526

From Term deposits 17,61,639 6,66,07,495 18,91,267 4,46,03,793

Financial Advisory & Consultancy 17,62,500 25,84,500 (A) 6,83,69,995 4,71,88,293

(b) Other operating Income Loan Processing Fee received 29,08,667 25,80,833

Dividend Income 13,11,149 10,55,948

Income from MF - 28,942

Long Term Capital Gain / (Loss) 7,66,783 31,28,955 (B) 49,86,599 67,94,678

TOTAL (A+B) 7,33,56,595 5,39,82,971

56


Note 16 - Other Income (Amount in INR)Particulars For the year ended


March 31, 2017 Other Misc. income 1,76,926 3,23,187

TOTAL 1,76,926 3,23,187

Note 17 - Changes in Inventories of Stock-in-trade (Amount in INR)Particulars For the year

ended March 31, 2018

For the year ended March

31, 2017Inventories at the end of the year Shares 2,49,72,307 2,59,36,886 Inventories at the beginning of the year Shares 2,59,36,886 2,60,16,437 Net (Increase) / Decrease in Inventories 9,64,579 79,551

Note 18 - Employment Benefit Expenses (Amount in INR)Particulars For the year



31, 2017 Salaries , Bonus & Allowances 1,08,39,536 74,68,606

Staff Insurance Expenses 28,256 49,296

Staff Welfare Expenses 2,86,190 5,35,555 TOTAL 1,11,53,982 80,53,457

Note 19 - Financial Costs (Amount in INR)Particulars For the year



31, 2017 Interest Expenses 2,09,02,332 70,39,902

TOTAL 2,09,02,332 70,39,902 Note 20 - Other Expenses (Amount in INR)Particulars For the year ended


March 31, 2017 Advertisement Expenses 44,530 66,104

Annual Listing fees 2,83,550 2,51,450

Business promotion expenses 1,92,378 11,37,603

Bad Debts w/off - 24,39,629

Custodial Fees 96,300 1,01,300

Commission Expenses 18,22,310 14,30,100

Director’s Sitting Fees 1,90,050 2,24,700

Insurance Expenses 14,206 12,415


57

Loan Processing Fee paid 34,540 5,00,000

Legal, Professional & Technical Charges 15,82,432 16,26,613

Miscellaneous Expenses 4,74,604 4,74,606

Printing, Postage & Stationery Expenses 2,39,834 1,62,299

Professional Tax 2,500 2,500

Payments to Auditors :

- Audit & Tax Audit fees 2,25,000 75,000

- For Other Services - 2,25,000 - 75,000

Travelling & Conveyance Expenses 5,83,771 4,14,007

Telephone Expenses 1,57,745 1,05,806

Repairs & Maintenance Expenses 42,967 17,098

Rent Expenses 4,80,000 2,40,000

Website Expenses - 2,750

Provision for Advances 1,27,070 15,50,330 TOTAL 65,93,787 1,08,34,309

Note 21 - Earnings Per Equity Share (Amount in INR)Particulars For the year ended


March 31, 2017(a) Net profit after tax attributable to equity

shareholders for

Basic EPS 2,43,04,571 1,94,47,201

Add/Less: Adjustment relating to potential equity shares

- 2,43,04,571 - 1,94,47,201

Net profit after tax attributable to equity shareholders for Diluted EPS

2,43,04,571 1,94,47,201

(b) Weighted average no. of equity shares outstanding during the

year

For Basic EPS 1,08,51,300 1,08,51,300

(c) Face Value per Equity Share (Rs.) 10.00 10.00

Basic EPS 2.24 1.79 22. Contingent liability not provided is Rs. Nil (Previous Year amounting Rs. Nil)

23. Advances recoverable in cash or in kind or for value to be received in respect of which company is fully secured includes:-

(Amount in INR)Particulars 2017-2018 2016-2017Secured against Immovable Property 6,22,43,045 9,89,39,877

Secured against Shares 21,57,65,627 17,28,36,675

Secured against bill discounting 6,18,81,618 2,92,83,771

58


24. Auditors’ Remuneration 2017-2018 2016-2017 For Audit Fees Rs. 2,25,000 Rs 75,000 ------------- ------------- Rs. 2,25,000 Rs. 75,000 ========= =========25. Foreign Currency Transactions:

Earning / Expenditure in foreign currency Rs. Nil (P.Y. Rs. Nil)

26. Earnings per Share: 2017-2018 2016-2017 Basic & Diluted Rs. 2.24 Rs. 1.79

27. Balances of the Sundry Debtors, Loans and Advances and Sundry Creditors are subject to confirmation and resultant reconciliation, if any.

28. There are no dues to Micro and Small Enterprises as at 31st March, 2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

29. In accordance with Accounting standard ‘AS -18’ relating to Related Party Disclosures, information pertinent to related party transaction is given as under:-

A. Name of the related parties & description of relationship

a) Key Managerial Personnel : Mr. Bharat Shiroya (Managing Director) Mrs. Nirmala H. Kanjar (CFO) Mr. Kirit Dharod (Company Secretary) (resigned w.e.f. 15.05.2018) b) Promoters and their relatives : Mrs. Annu Agrawal (Director) Mr. Anil Agrawal (Director) Miss. Deepika Agrawal (Relative) Mr. Ankur Agrawal (Relative) Mrs. Aayushi Agrawal (Relative) Anil Agrawal –HUF (Promoter) Luharuka Commotrade Pvt. Ltd. (Promoter) Luharuka Sales & Services Pvt. Ltd. (Promoter) Luharuka Media and Infra Limited c) Associate Company : Lemonade Share & Securities Pvt. Ltd.

d) Group Companies : Comfort Securities Limited Liquors India Limited B. Transactions during the year with related parties:- (Amount in INR)

Sr. No.

Particulars Key Managerial Personnel

Promoters and their relatives

Associates / Group Companies.

1 i) Loan GivenLuharuka Media & Infra Limited -

---

1,55,00,000-

Liquors India Ltd --

--

5,31,00,000-


59

ii) Loan Received BackLuharuka Media & Infra Limited -

---

1,55,00,000-


--

5,31,00,000-

2 i) Loan takenLuharuka Media & Infra Limited -

---

50,00,000-

Comfort Intech Limited --

--

4,25,00,000-

Comfort Securities Limited --

--

6,70,00,000-

ii) Loan RepaidLuharuka Media & Infra Limited -

---

50,00,000-


--

4,25,00,000-


--

6,70,00,000-

3 IncomeLuharuka Media & Infra Limited -

---

1,37,833-


--

23,21,014-

4 ExpensesBrokerage PaidComfort Securities Limited -

---

-(826)

Demat Charges PaidComfort Securities Limited 2,028

(1,011)Office Rent PaidAnil Agrawal –HUF -

-2,40,000

(1,20,000)--

Annu Agrawal --

2,40,000(1,20,000)

--

RemunerationBharat Shiroya 22,25,845

(12,22,037)--

--

Nirmala H Kanjar 8,98,629(7,92,395)

--

--

Kirit Dharod 3,59,758(73,637)

--

--

Deepika Agrawal --

10,40,000 (9,80,000)

--

60


Ankur Agrawal --

17,50,000-

--

Interest PaidLuharuka Media & Infra Limited -

---

95,500-


--

13,26,429-


--

19,86,399-

Figure in bracket relates to previous year.

30. Segment Reporting

In the opinion of the Management, the Company is operating in a single segment only as per the provisions of the accounting standard AS-17, issued by the Institute of Chartered Accountants Of India.

31. The Previous years figures have been regrouped / rearranged / reclassified wherever necessary. Amounts and other disclosures for the preceding financial year are included as an integral part of current year’s financial statements.

As per our report of even date

For A. R. Sodha & Co. Bharat Shiroya Anil AgrawalChartered Accountants Managing Director DirectorFirm Reg. No. 110324W DIN: 00014454 DIN: 00014413

A. R. Sodha Nirmala Kanjar Partner Chief Financial Officer M.No.:-031878

Mumbai, 28th May, 2018 Mumbai, 28th May, 2018


61

INDEPENDENT AUDITOR’S REPORT

To,The Members,Comfort Fincap Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated Financial Statements of Comfort Fincap Limited (herein after referred to as “the holding Company”) and associates concern (together referred to as “the Group”), comprising of the Consolidated Balance Sheet as at 31st March, 2018, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated Financial Statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Basis for Qualified Opinion

The Holding Company has not provided for defined benefit obligation in the nature of gratuity based on the requirement of Accounting Standard-15 (Revised) i.e. “Employee Benefit”, which requires defined benefit obligation to be recognised based on actuarial valuation basis. In absence of valuation we are unable to quantify the impact of above on the net profit for the year and liabilities as on reporting date.

62


Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects for the matters stated in basis for qualified opinion paragraph, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company, its associates and jointly controlled entities as at 31stMarch, 2018, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other Matters

The consolidated Ind AS financial statements also include the Group’s share of Rs. 516/- for the year ended 31st March, 2018, as considered in the consolidated Ind AS financial statements, in respect of one associate, whose financial statements have been audited by other auditors whose report has been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures in respect of this associate, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid associate, is solely based on the report of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditor of its subsidiary company, none of the directors of the Group companies incorporated in India is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in annexure.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. According to the information and explanation given to us, the Company does not have any pending litigations which would impact its financial position.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material forseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Holding Company.

For A.R.Sodha& Co.Chartered Accountants(FRN 110324W)

A.R.SodhaPartnerM. No.031878Place: MumbaiDate:28th May, 2018


63

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF COMFORT FINCAP LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of Comfort Fincap Limited (hereinafter referred to as “the Holding Company”) and its associate company, which is company incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its associate company which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)”.] These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the“Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

64


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its associate company which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI

For A.R. Sodha & Co.Chartered AccountantsFRN 110324W

A.R. SodhaPartnerM No.031878Place: MumbaiDate: 28th May, 2018.


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Consolidated Balance Sheet as at March 31, 2018(Amount in INR)




I Equity & Liabilities1. Shareholders’ funds(a) Share Capital 2 10,85,13,000 10,85,13,000

(b) Reserves and Surplus 3 19,13,60,064 16,70,54,977

(c) Money received against share warrants - - 29,98,73,064 27,55,67,977

2. Non - Current Liabilities(a) Long -Term Borrowings - -

(b) Deferred Tax Liabilities (Net) - -

(c) Other Long - Term Liabilities - -

(d) Long - Term Provisions - - - -

3. Current Liabilities(a) Short - Term Borrowings 4 15,13,41,694 14,01,07,885

(b) Trade Payables 5 12,27,605 8,74,768

(c) Other Current Liabilities 6 34,08,444 39,24,949

(d) Short - Term Provisions 7 33,71,746 62,04,485

15,93,49,489 15,11,12,087 TOTAL 45,92,22,553 42,66,80,064

II Assets1. Non - Current Assets(a) Fixed Assets

(i) Tangible Assets 8 2,50,527 1,55,820

(ii) Intangible Assets - -

(b) Non - Current Investments 9 2,62,20,425 2,69,62,824

(c) Long - Term Loans and Advances - -

(d) Other Non - Current Assets - - 2,64,70,952 2,71,18,644

2. Current Assets(a) Inventories 10 2,49,72,307 2,59,36,886

(b) Trade Receivables 11 9,28,855 40,21,972

(c) Cash and Cash equivalents 12 2,45,95,955 2,35,42,671

(d) Short - Term Loans and Advances 13 38,07,70,783 34,45,00,214

(e) Other Current Assets 14 14,83,701 15,59,677 43,27,51,601 39,95,61,419

TOTAL 45,92,22,553 42,66,80,064 Significant Accounting Policies 1



67

Consolidated Statement of Profit and Loss for the year ended March 31, 2018 (Amount in INR)




I Revenue from Operations 15 7,33,56,595 5,39,82,971 II Other Income 16 1,76,926 3,23,187 III Total Revenue (I + II) 7,35,33,520 5,43,06,158

IV ExpensesPurchase of Stock-in-Trade - - Changes in Inventories of Stock-in-Trade 17 9,64,579 79,551 Employee Benefits Expenses 18 1,11,53,982 80,53,457 Finance Costs 19 2,09,02,332 70,39,902 Depreciation and Amortization Expense 8 53,802 58,959 Other Expenses 20 65,93,787 1,08,34,309 Total Expense 3,96,68,482 2,60,66,179

V Profit before Exceptional and Extraordinary Items and Tax (III-IV)

3,38,65,038 2,82,39,979

VI Exceptional Items - - VII Profit before Extraordinary Items and Tax

(V-VI) 3,38,65,038 2,82,39,979

VIII Extraordinary Items - - IX Profit Before Tax (VII-VIII) 3,38,65,038 2,82,39,979 X Tax Expense:

(a) Current Tax 93,85,100 88,49,100 (b) Tax of Earlier Year 1,75,367 (56,322)

95,60,467 87,92,778 XI Profit for the Period from Continuing

Operations (IX - X) 2,43,04,571 1,94,47,201

XII Profit/(Loss) for the Period from Discontinuing Operations

- -

XIII Tax Expense of Discontinuing Operations - - XIV Profit/(Loss) from Discontinuing Operations

(After Tax) (XII-XIII) - -

XV Profit for the Period (before adjustment for Associate (XI + XIV)

2,43,04,571 1,94,47,201

XVI Add : Share of (Profit)/Loss of Associate 516 782 XVII Profit for the Period (after adjustment for

Associate (XV - XVI) 2,43,05,087 1,94,47,983

XVI Earnings Per Equity Share (Face Value Rs. 10/- Per Share): Basic (Rs.)

21 2.24 1.79

Significant Accounting Policies 1


68


Consolidated Cash Flow Statement for the year ended 31st March, 2018 (Amount in INR)

For the year ended March 31, 2018 For the year ended March 31, 2017 CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax for the year 3,38,65,038 2,82,39,979 Adjustments for : Interest Paid 2,09,02,332 70,39,902

Depreciation 53,802 58,959

Capital Gains on sale of Investments (7,66,783) (31,28,955)

Provision for Loans 1,27,070 2,03,16,421 15,50,330 55,20,236 Operating Profit before Working Capital change 5,41,81,459 3,37,60,215 Adjustments for : Adjustments for (increase) / decrease in operating assets:

Inventories 9,64,579 79,551

Trade receivables 30,93,117 (40,21,972)

Short-term loans and advances (3,63,97,639) (13,88,32,742)

Other current assets 75,976 39,923

Other non-current assets - (3,22,63,967) - (14,27,35,239)

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 3,52,837 8,74,768

Other current liabilities (5,16,505) 22,16,503

Short-term provisions 1,27,070 15,50,330

Long-term provisions - (36,598) - 46,41,601 Cash Generated From Operations 2,18,80,894 (10,43,33,424) Income Tax paid 99,08,204 92,71,560 NET CASH FROM OPERATING ACTIVITIES Total (A) 1,19,72,690 (11,36,04,984) CASH FLOW FROM INVESTING ACTIVITIES Investments (Purchased)/Sold 15,09,699 66,86,142

Fixed Assets (Purchased)/Sold (1,48,509) - NET CASH USED IN INVESTING ACTIVITIES Total (B) 13,61,190 66,86,142 CASH FLOW FROM FINANCING ACTIVITIES Issue of Equity Capital - -

Share Premium - -

Dividend Paid (26,12,072) (26,04,257)

Loan taken / (Repaid) in Secured Loan 1,12,33,810 11,47,34,456

Interest paid (2,09,02,332) (70,39,902) NET CASH FROM FINANCING ACTIVITIES Total (C) (1,22,80,595) 10,50,90,298 Net Increase/(Decrease) in Cash and Cash Equivalents Total (A+B+C)

10,53,285 (18,28,545)

Cash and Cash Equivalents -- Opening Balance 2,35,42,671 2,53,71,216

Cash and Cash Equivalents -- Closing Balance 2,45,95,956 2,35,42,671

0 0

Note: Previous year’s figures have been regrouped/rearranged

wherever considered necessary.



69

Notes to consolidated financial statements for the year ended March 31, 2018

NOTE – ‘1’

SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

Investment in associates where the company directly or indirectly through subsidiaries holds more than 20% of equity, are accounted for using equity method as per Accounting Standard 23- “Accounting for Investments in Associates in Consolidated Financial Statements” notified by Companies (Accounting Standards) Rules, 2006.

The Company accounts for its share of post acquisition changes in net assets of associates, after eliminating unrealised profits and losses resulting from transactions between the company and its associates to the extent of its share, through its statement of Profit and Loss, to the extent such change is attributable to the associates’ Statement of Profit and Loss and through its reserves for the balance based on available information.

The Difference between the cost of Investment in the associates and the Company’s share of net assets at the time of acquisition of share in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be.

The financial statements of the associate used in the consolidation is drawn up to the same reporting date as that of the company i.e. 31st March 2018

The list of associates which are included in the consolidation and the Group’s holdings therein are as under:

Name of the Company % Shareholding of Comfort Fincap Ltd.FY 17-18 FY 16-17

Lemonade Share & Securities Private Limited 46.81 46.81

B. General

The financial statements have been prepared under the historical cost convention and materially comply with the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 2013. All income and expenditure having material bearing on the financial statements have been recognized on the accrual basis.

C. Change in Accounting Policy:

Accounting for Proposed Dividend: As per the requirements of AS 4 (Revised), proposed final dividend including Dividend Distribution Tax are recognised as a liability in the period in which they are approved by Shareholders unlike earlier requirement of recognising a liability in the period to which it relates.

D. Use of Estimates

The preparation of financial statements in conformity with generally accepted principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

70


E. Accounting of Income/Expenditure

All income and expenditure items having a material bearing on the financial statements are recognised on accrual basis except in the case of dividend income, debenture interest and interest on fixed deposits with non-banking companies & interest receivable from / payable to government on tax refunds / late payment of taxes, duties / levies which are accounted for on cash basis.

As per prudential norms prescribed by Reserve Bank of India, interest income has been recognized only on standard advances given by the Company and if the account turns non performing during the financial year/period then any unrealized interest till the date account turns non performing is reversed in the year/period in which accounts became non-performing

F. Investments:

Long term investments in Shares / Mutual Funds are carried at cost. However, provision for diminution in value is made to recognize a decline other then temporary in the value of investments.

G. Stock in Trade:

Closing stock in case of quoted shares has been valued at lower of cost and fair value. Wherever quotations are not available as on 31 March 2018, inventory has been valued at lower of last traded price and cost. Wherever quotations are not available due to scrip has been suspended / delisted for a considerable period of time by stock exchanges has been valued at nil rate.

H. Fixed Assets/Depreciation

i) Fixed Assets are stated at cost of acquisition as reduced by accumulated depreciation and impairment losses, if any. Acquisition cost comprises of the purchase price and attributable cost incurred for bringing the asset to its working condition for its intended use.

ii) Depreciation on Tangible Fixed Assets has been provided based on the useful life of the asset and in the manner as prescribed in Schedule II to the Companies Act, 2013.

iii) Depreciation on Fixed Assets added or sold during the year, is provided on pro-rata basis with reference to the date of addition/deletion.

I. Taxation:

Current Tax provision is made based on the tax liability computed after considering tax allowances and exemptions at the balance sheet date as per Income Tax Act, 1961.

Deferred tax reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred tax asset is recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits.


71

The carrying amount of Deferred Tax Assets are reviewed at each balance sheet date and written down or written up, to reflect the amount that is reasonably or virtually certain, as the case may be, to be realized.

J. Foreign Exchange Transactions:

Foreign Currency transactions are accounted for at the exchange rates prevailing at the time of recognition of income/expenditure and difference if any, resulting in income or expenses dealt with in profit & loss account under the head Foreign Exchange Fluctuation Gain.

Foreign currency monitory items are reported using the closing rates. Exchange difference arising on reporting them at closing rate i.e. at the rate different from those at which they were initially recorded, are recognized as income or expenses as the case may be.

K. Retirement Benefits :

Gratuity payments will be accounted for on Payment basis.

L. Impairment of assets

The carrying amounts of assets are viewed at each Balance Sheet date if there is any indication of impairment based on internal / external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been change in the estimate of the recoverable amount.

M. Earning per share

In determining earning per share, the Company considers the net profit after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earning per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earning per share comprises the weighted average shares considered for deriving basic earning per share, and also the weighted average number of shares that could have been issued on the conversion of all diluted potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value (i.e. the average market value of the shares outstanding). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. The number of shares and potentially dilutive equity shares adjusted for any stock splits and issues of bonus shares effected prior to the approval of the financial statements by the Board of Directors.

N. Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate to settle the obligation at the balance sheet date. These provisions are reviewed at each balance sheet date and adjusted to affect the current best estimates. Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

72


reflect the amount that is reasonably or virtually certain, as the case may be, to be realized.

Note 2 - Share Capital (Amount in INR) Particulars As at


March 31, 2017 Authorised :

1,50,00,000 Equity Shares (Previous Year 1,50,00,000) of Rs. 10/- each 15,00,00,000 15,00,00,000 TOTAL 15,00,00,000 15,00,00,000

Issued and Subscribed :


Subscribed and Paid-up :


(a) Rights, preferences and restrictions attached to shares

The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each holder of Equity Share is entitled to one vote per share. The dividend proposed by the Board of Directors is Rs. 27,12,825/- (PY 21,70,260/-) and is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.

(b) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year : (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 Number of shares at the beginning of the year 1,08,51,300 1,08,51,300

Add: Issue of Shares during the year

Number of shares alloted as fully paid-up during the year

- -

No. of shares at the end of the year 1,08,51,300 1,08,51,300 (c) Details of shareholders holding more than 5% shares in the company

No. of Shares held by As at March 31, 2018 As at March 31, 2017 Nos. % Nos. %

Luharuka Commotrade Pvt Ltd 38,10,500 35.12% 38,10,500 35.12%

Anil Agarwal HUF 11,64,000 10.73% 11,64,000 10.73%


73

Note 3 - Reserves & Surplus (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 (a) Securities Premium Reserve

As per last Balance Sheet 8,09,20,000 8,09,20,000

Add: On issue of shares - 8,09,20,000 - 8,09,20,000

(b) Special Reserve As per last Balance Sheet 2,10,15,700 1,71,26,103

Add: Transfer from Profit and Loss Account during the year

48,61,017 2,58,76,717 38,89,597 2,10,15,700

(c) Surplus in the Profit & Loss Account As per last Balance Sheet 6,51,19,277 5,21,72,963

Add: Profit / (Loss) for the year 2,43,05,087 1,94,47,983

Amount available for appropriations 8,94,24,364 7,16,20,946

Appropriations:

Add: Transferred from reserves - -

Less: Transferred to special reserve (48,61,017) (38,89,597)

Proposed Equity dividend - (21,70,260)

Tax on Proposed Dividend - (4,41,812)

(48,61,017) 8,45,63,346 (65,01,669) 6,51,19,277 TOTAL 19,13,60,064 16,70,54,977

Note 4 - Short Term Borrowings (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 (a) Loans repayable on demand

From banks

Secured* 2,24,98,682 3,94,03,913

Unsecured - 2,24,98,682 - 3,94,03,913

* Secured loans are lien on FDR kept with bank

(b) Loans and advances from Others

Secured** 12,88,43,012 10,07,03,972

Unsecured - 12,88,43,012 - 10,07,03,972

** Secured loans are taken on securities held by the Company

TOTAL 15,13,41,694 14,01,07,885

74


Note 5 - Trade Payables (Amount in INR) Particulars As at March


31, 2017 Trade Payables 12,27,605 8,74,768

TOTAL 12,27,605 8,74,768 Note 6 - Other Current Liabilities (Amount in INR) Particulars As at March


31, 2017 Other Payables 34,08,444 39,24,949

TOTAL 34,08,444 39,24,949 Note 7 - Short-Term Provisions (Amount in INR) Particulars As at March 31, 2018


Contingent provision for Standard Advances 12,97,740 11,70,670

Provision for Proposed Dividend - 21,70,260

Provision for Tax on Proposed Dividend - 4,41,812

Provision for Taxation (net of Advance tax & TDS) 20,74,006 33,71,746 24,21,743 62,04,485 TOTAL 33,71,746 62,04,485

Note : 8 Fixed assets (Amount in INR)

Gross block Accumulated depreciation and impairment Net blockBalance

as at 1 April,

2017

Additions Disposals Balance as at

31 March, 2018

Balance as at

1 April, 2017

Depreciation /

amortisation expense for

the year

Other adjustments

Balance as at

31 March, 2018

Balance as at

31 March, 2018

Balance as at

31 March, 2017

Motor Vehicle

10,38,394 - - 10,38,394 8,82,574 48,664 - 9,31,238 1,07,156 1,55,820

Air Condition

1,48,509 1,48,509 - 5,138 - 5,138 1,43,371 -

Total 10,38,394 1,48,509 - 11,86,903 8,82,574 53,802 - 9,36,376 2,50,527 1,55,820 Previous year

10,38,394 - 10,38,394 8,23,615 58,959 - 8,82,574 1,55,820 2,14,779


75

Note - 9 Non- Current Investments (Amount in INR)

Particulars Nos. Cost FMV Nos. Cost FMVAs on As on As on As on

31.03.2018 31.03.2018 31.03.2017 31.03.2017In Equity Shares of Associate Companies - Unquoted Fully paid-up

Lemonade Share & Securiteis Pvt. Ltd. (F.V. Rs. 10/- each)

2,20,000 2,20,00,000 NA 2,20,000 2,20,00,000 NA

Add/(less): Share in accumulated profit/(loss) 3,02,810 3,02,294 2,20,000 2,23,02,810 - 2,20,000 2,23,02,294 -

In Equity Shares of Other Companies - Unquoted Fully paid-up

Liquors India Limited (F.V. Rs. 10/- each) 2,00,000 26,00,000 NA 2,00,000 26,00,000 NA Total [A] 4,20,000 2,49,02,810 - 4,20,000 2,49,02,294 - In Equity Shares of Others- Quoted Fully paid-up

Himachal Futuristic Communications Ltd (F.V. Re. 1/- each)

1,85,000 13,17,615 47,91,500 2,85,000 20,60,531 36,33,750

Total [B] 1,85,000 13,17,615 47,91,500 2,85,000 20,60,531 36,33,750 TOTAL [A+B] 6,05,000 2,62,20,425 47,91,500 7,05,000 2,69,62,824 36,33,750

Note 10 - Inventories (Amount in INR) Particulars As at March


31, 2017

Stock-in-trade (Shares) (Valued at cost or Market Value whichever is lower) 2,49,72,307 2,59,36,886 TOTAL 2,49,72,307 2,59,36,886

Note 11 - Trade Receivables (Amount in INR) (a) Particulars As at March 31, 2018 As at March 31, 2017

(i) Due for a period exceeding six months - Unsecured, considered good 7,51,355 - -

- Doubtful - -

Less: Provision for Doubtful Debts - 7,51,355 - -

7,51,355 - (ii) Others - Unsecured, considered good 1,77,500 40,21,972

- Doubtful - -

Less: Provision for Doubtful Debts - 1,77,500 - 40,21,972

1,77,500 40,21,972 TOTAL 9,28,855 40,21,972

76


Note 12 - Cash & Cash equivalents (Amount in INR) As at March 31, 2018 As at March 31, 2017 Cash & Cash Equivalents (i) Balances with Banks :

- Current Accounts 17,710 14,846

- Deposits (under lien with banks)* 2,44,94,968 2,45,12,678 2,35,00,000 2,35,14,846

(ii) Cash-in-hand 83,277 27,825 TOTAL 2,45,95,955 2,35,42,671

Note 13 - Short Term Loans & Advances (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 (i) Advances recoverable in cash or in kind for value to be received i) Advances Considered good & in respect of which Company is fully secured

33,98,90,290 30,10,60,323

ii) Advances Considered good for which Company holds no Security other than personal security

3,08,92,157 3,34,16,932

iii) Sub-Standard Advances in respect of which Company is;

(a) Secured 1,00,13,000 1,00,13,000

(b) Unsecured - -

Less: Provision for Sub-standard assets (10,01,300) (10,01,300)

Doubtful (Secured) - 90,11,700 - 90,11,700

(ii) Prepaid Expenses 7,176 14,401

(iii) Other Advances 11,000 38,398

(iv)Income Tax Refund receivable 9,58,460 9,58,460 TOTAL 38,07,70,783 34,45,00,214

Note 14 - Other Current Assets (Amount in INR) Particulars As at March 31, 2018 As at March 31, 2017 Interest accrued on Fixed Deposits 14,83,701 15,59,677

TOTAL 14,83,701 15,59,677

Note 15 - Revenue from Operations (Amount in INR)Particulars For the year ended March 31,

2018For the year ended March 31,

2017(a) Income from Operation

Interest Income

From Loans & Advances 6,48,45,856 4,27,12,526

From Term deposits 17,61,639 6,66,07,495 18,91,267 4,46,03,793

Financial Advisory & Consultancy 17,62,500 25,84,500


77

(A) 6,83,69,995 4,71,88,293

(b) Other operating Income Loan Processing Fee received 29,08,667 25,80,833

Dividend Income 13,11,149 10,55,948

Income from MF - 28,942

Long Term Capital Gain / (Loss) 7,66,783 31,28,955 (B) 49,86,599 67,94,678

TOTAL (A+B) 7,33,56,595 5,39,82,971 Note 16 - Other Income (Amount in INR)Particulars For the year



31, 2017 Other Misc. income 1,76,926 3,23,187

TOTAL 1,76,926 3,23,187 Note 17 - Changes in Inventories of Stock-in-trade (Amount in INR)Particulars For the year



31, 2017Inventories at the end of the year Shares 2,49,72,307 2,59,36,886 Inventories at the beginning of the year Shares 2,59,36,886 2,60,16,437 Net (Increase) / Decrease in Inventories 9,64,579 79,551

Note 18 - Employment Benefit Expenses (Amount in INR)Particulars For the year



31, 2017 Salaries , Bonus & Allowances 1,08,39,536 74,68,606

Staff Insurance Expenses 28,256 49,296

Staff Welfare Expenses 2,86,190 5,35,555 TOTAL 1,11,53,982 80,53,457

Note 19 - Financial Costs (Amount in INR)Particulars For the year



31, 2017

Interest Expenses 2,09,02,332 70,39,902

TOTAL 2,09,02,332 70,39,902

78


Note 20 - Other Expenses (Amount in INR)Particulars For the year ended


March 31, 2017 Advertisement Expenses 44,530 66,104

Annual Listing fees 2,83,550 2,51,450

Business promotion expenses 1,92,378 11,37,603

Bad Debts w/off - 24,39,629

Custodial Fees 96,300 1,01,300

Commission Expenses 18,22,310 14,30,100

Director’s Sitting Fees 1,90,050 2,24,700

Insurance Expenses 14,206 12,415

Loan Processing Fee paid 34,540 5,00,000

Legal, Professional & Technical Charges 15,82,432 16,26,613

Miscellaneous Expenses 4,74,604 4,74,606

Printing, Postage & Stationery Expenses 2,39,834 1,62,299

Professional Tax 2,500 2,500

Payments to Auditors :

- Audit & Tax Audit fees 2,25,000 75,000

- For Other Services - 2,25,000 - 75,000

Travelling & Conveyance Expenses 5,83,771 4,14,007

Telephone Expenses 1,57,745 1,05,806

Repairs & Maintenance Expenses 42,967 17,098

Rent Expenses 4,80,000 2,40,000

Website Expenses - 2,750

Provision for Advances 1,27,070 15,50,330 TOTAL 65,93,787 1,08,34,309

Note 21 - Earnings Per Equity Share (Amount in INR)Particulars For the year ended March 31,

2018For the year ended March 31,

2017(a) Net profit after tax attributable to equity

shareholders for

Basic EPS 2,43,05,087 1,94,47,201

Add/Less: Adjustment relating to potential equity shares

- 2,43,05,087 - 1,94,47,201

Net profit after tax attributable to equity shareholders for

2,43,05,087 1,94,47,201

Diluted EPS

(b) Weighted average no. of equity shares outstanding during the year


79

For Basic EPS 1,08,51,300 1,08,51,300

(c) Face Value per Equity Share (Rs.) 10.00 10.00

Basic EPS 2.24 1.79

22. Contingent liability not provided is Rs. Nil (Previous Year amounting Rs. Nil)

23. Advances recoverable in cash or in kind or for value to be received in respect of which company is fully secured includes:-

(Amount in INR)Particulars 2017-2018 2016-2017Secured against Immovable Property 6,22,43,045 9,89,39,877

Secured against Shares 21,57,65,627 17,28,36,675

Secured against bill discounting 6,18,81,618 2,92,83,771

24. Auditors’ Remuneration 2017-2018 2016-2017 For Audit Fees Rs. 2,25,000 Rs 75,000 ------------- ------------- Rs. 2,25,000 Rs. 75,000 ========= =========25. Foreign Currency Transactions:

Earning / Expenditure in foreign currency Rs. Nil (P.Y. Rs. Nil)

26. Earnings per Share: 2017-2018 2016-2017 Basic & Diluted Rs. 2.24 Rs. 1.79

27. Balances of the Sundry Debtors, Loans and Advances and Sundry Creditors are subject to confirmation and resultant reconciliation, if any.

28. There are no dues to Micro and Small Enterprises as at 31st March, 2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

29. In accordance with Accounting standard ‘AS -18’ relating to Related Party Disclosures, information pertinent to related party transaction is given as under:-

A. Name of the related parties & description of relationship

a) Key Managerial Personnel : Mr. Bharat Shiroya (Managing Director) Mrs. Nirmala H. Kanjar (CFO) Mr. Kirit Dharod (Company Secretary) (resigned w.e.f. 15.05.2018) b) Promoters and their relatives : Mrs. Annu Agrawal (Director) Mr. Anil Agrawal (Director) Miss. Deepika Agrawal (Relative)

80


Mr. Ankur Agrawal (Relative) Mrs. Aayushi Agrawal (Relative) Anil Agrawal –HUF (Promoter) Luharuka Commotrade Pvt. Ltd. (Promoter) Luharuka Sales & Services Pvt. Ltd. (Promoter) Luharuka Media and Infra Limited

c) Associate Company : Lemonade Share & Securities Pvt. Ltd.

d) Group Companies : Comfort Securities Limited Liquors India Limited B. Transactions during the year with related parties:-

Sr. No.

Particulars Key Managerial Personnel

Promoters and their relatives

Associates / Group Companies

1 i) Loan GivenLuharuka Media & Infra Limited -

---

1,55,00,000-


--

5,31,00,000-

ii) Loan Received Back

Luharuka Media & Infra Limited --

--

1,55,00,000-


--

5,31,00,000-

2 i) Loan taken


--

50,00,000-


--

4,25,00,000-


--

6,70,00,000-

ii) Loan RepaidLuharuka Media & Infra Limited -

---

50,00,000-


--

4,25,00,000-


--

6,70,00,000-

3 Income


--

1,37,833-


--

23,21,014-


81

4 ExpensesBrokerage Paid


--

-(826)

Demat Charges Paid


--

2,028(1,011)

Office Rent PaidAnil Agrawal –HUF -

-2,40,000

(1,20,000)--

Annu Agrawal --

2,40,000(1,20,000)

--

RemunerationBharat Shiroya 22,25,845

(12,22,037)--

--

Nirmala H Kanjar 8,98,629(7,92,395)

--

--

Kirit Dharod 3,59,758(73,637)

--

--

Deepika Agrawal --

10,40,000 (9,80,000)

--

Ankur Agrawal --

17,50,000-

--

Interest PaidLuharuka Media & Infra Limited -

---

95,500-


--

13,26,429-


--

19,86,399-

Figures in bracket relates to previous year.

30. Segment Reporting

In the opinion of the Management, the Company is operating in a single segment only as per the provisions of the accounting standard AS-17, issued by the Institute of Chartered Accountants Of India.

31. The Previous years figures have been regrouped / rearranged / reclassified wherever necessary. Amounts and other disclosures for the preceding financial year are included as an integral part of current year’s financial statements.


82


CONFORT FINCAP LIMITED

Schedule appended to the Balance Sheet of a Non-Banking Financial Company[as required in terms of Paragraph 9BB of Non-Banking Financial Companies Prudential Norms

(Reserve Bank) Directions, 1998](Rs. in Lacs)

2017-18 2016-17Liabilities Side:(1) Loans and advances availed by the NBFCs Amount

outstandingAmount overdue

Amountoutstanding

Amount overdue

Inclusive of interest accrued thereon but not paid: outstanding overdue

__ __ __ __

(a) Debentures : Secured __ __ __ __

: Unsecured (Other than falling within the meaning of public deposits) __ __ __ __

(b) Deferred Credits __ __ __ __

(c) Term Loans 1288.43 __ 1007.04 __

(d) Inter-Corporate loans and borrowing __ __ __ __

(e) Commercial Paper __ __ __ __

(f) Public Deposits __ __ __ __

(g) Other Loans __ __ __ __

Bank Overdrafts 224.98 __ 394.04 __(2) Break-up of (1)(f) above (Outstanding public depositsInclusive of interest accrued thereon but not paid): __ __ __ __(a) In the form of Unsecured debentures __ __ __ __

(b) In the form of partly secured debentures __ __ __ __

(c) other public deposits __ __ __ __

(Rs. in Lacs)2017-18 2016-17

Assets Side: Amount outstanding Amount outstanding(3). Break-up of Loans and advances including billsReceivables [other than those included in (4) below]:(a) Secured 3489.02 3100.72

(b) Unsecured 308.92 334.17(4) Break up of Leased Assets and stock on hire and __ __

Hypothecation loans counting towards EL/HP activities __ __

i. Lease assets including lease rentals under sundry debtors: __ __

(a). Financial lease __ __

(b). Operating lease __ __

ii. Stock on hire including hire charges under sundry debtors: __ __

(a). Assets on hire __ __

(b). Repossessed Assets __ __

iii. Hypothecation loans counting towards EL/HP activities __ __

(a). loans where assets have been repossessed __ __


83

(b). Loans other than (a) above __ __

(5). Break-up of investment: (net of provision for diminution) 2017-18 2016-17Current investment: __ __

1. Quoted: __ __i. Shares: (a) Equity 249.72 259.37

(b) Preference __ __

ii. Debentures and Bonds __ __

iii. Units of mutual funds __ __

iv. Government Securities __ __

v. Others __ __2. Unquoted : __ __i. Shares: (a) Equity __ __


ii. Debentures and Bonds __ __

iii. Units of mutual funds __ __

iv. Government Securities __ __

v. Others __ __Long Term Investment: __ __

1) Quoted: __ __i) Share: (a) Equity 13.18 20.61


ii) Debentures and Bonds __ __

iii) Units of mutual funds __ __

iv) Government Securities __ __

v) Others – Trade able Warrants __ __2) Unquoted: __ __i) Shares: (a) Equity 246.00 246.00


ii). Debentures and Bonds __ __

iii). Units of mutual funds __ __

iv). Government Securities __ __

v). Others---Application Money __ __TOTAL 508.90 525.98

(6). Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances (including other current Assets(Amount Net of provisions))

(Rs. in Lacs)2017-18 2016-17

Secured Unsecured Total Secured Unsecured Total

1) Related parties

a) Subsidiaries __ __ __ __ __ __

b) Companies in the same group __ __ __ __ __ __

84


c) Other related parties __ __ __ __ __ __

2) Other than related parties 3489.02 308.92 3797.94 3100.72 334.17 3434.89Total 3489.02 308.92 3797.94 3100.72 334.17 3434.89

(7). Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and Unquoted):

(Rs. in Lacs)2017-18 2016-17

Category Market value/break up

or fair value or NAV

Book Value or fair value or

NAV

Market value/break up (Net of provisions)

Book value (Net of

Provisions)

1. Related parties __ __ __ __

a. Subsidiaries __ __ __ __

b. Companies in the same group 246.00 246.00 246.00 246.00

c. Other related parties __ __ __ __

__ __ __ __

2. Other than related parties 671.10 262.90 632.75 279.97

TOTAL 917.10 508.90 878.75 525.97

(Rs. in Lacs)

(8). Other information 2017-18 2016-17

i) Gross Non-Performing Assets __ __

(a) Related parties __ __

(b) Other than related parties 100.13 100.13

ii) Net Non-Performing Assets __ __

(a) Related parties __ __

Other than related parties 90.12 90.12

iii) Assets acquired in satisfaction of debt __ __ For and on behalf of the Board

Sd/- Sd/- ANIL AGRAWAL BHARAT SHIROYA

Director Managing Director DIN : 00014413 DIN : 00014454

COMFORT FINCAP LIMITEDCIN: L65923WB1982PLC035441

Registered Office: 22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons,

Kolkata, West Bengal - 700016.

Corporate Office : A-301, Hetal Arch, S V Road, Malad (W), Mumbai – 400064

Ph.No. 022-28449765; Fax: 022-28892527

Email: [email protected]; Website: www.comfortfincap.com

ATTENDANCE SLIP36th ANNUAL GENERAL MEETING

(To be handed over at the entrance of the Meeting hall)

I hereby record my presence at the 36th ANNUAL GENERAL MEETING of the Company being held on Friday, 28th September, 2018 at 12:30 P.M at the Vedic Village Spa Resort, Shikharpur Bagu, Rajarhat, Kolkata- 700135, West Bengal..Full name of the Member (in BLOCK LETTERS) ______________________________________________

DP ID:_______________Client ID:_________________Folio No._______ __No. of Shares held_________

Full name of Proxy (in BLOCK LETTERS)____________________________________________________

Members/Proxy Signature_________________________________________________________________

Only Member / Proxy holder can attend the Meeting.Member / Proxy holder should bring his / her copy of the Annual report for reference at the meeting.

COMFORT FINCAP LIMITEDCIN: L65923WB1982PLC035441

Registered Office: 22, Camac Street, Block ‘B’, Ground Floor, Behind Pantaloons,

Kolkata, West Bengal- 700016.

Corporate Office : A-301, Hetal Arch, S V Road, Malad (W), Mumbai – 400064

Ph.No. 022-28449765; Fax: 022-28892527

Email: [email protected]; Website: www.comfortfincap.com

PROXY FORM

(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)36th ANNUAL GENERAL MEETING

Name of the member________________________________________________________________

Registered Address:__________________________________________________________________

Email_______________________________________________DP ID:_________________________

Client Id____________________Folio no__________________No. of Shares held:________________

I/We being member(s) of _______________Shares of COMFORT FINCAP LIMITED, hereby appoint

1. Name : __________________________________________________________________________ Email ID : __________________________________________________________________________

Address : __________________________________________________________________________

Signature : __________________________________________________________________________

Or failing him

2. Name : __________________________________________________________________________

Email ID : __________________________________________________________________________

Address : __________________________________________________________________________

Signature : __________________________________________________________________________

Or failing him

3. Name : __________________________________________________________________________ Email ID : __________________________________________________________________________

Address : __________________________________________________________________________

Signature : __________________________________________________________________________ Or failing him

� �

as my/our proxy to attend and vote (on a poll) for me /us on my/our behalf at the 36th Annual General Meeting of the Company to be held on Friday, 28th September, 2018 at 12:30 P.M at the Vedic Village Spa Resort, Shikharpur Bagu, Rajarhat, Kolkata- 700135, West Bengal or at any adjournment thereof in respect of the following resolutions:

Resolution No.

Resolution Optional

Ordinary Business For Against

1 To consider, approve and adopt the Statement of Profit & Loss for the financial year ended March 31, 2018, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon

2 To declare the dividend on Equity Shares

3 To appoint a Director in place of Mr. Anil Agrawal (DIN: 00014413) who retires by rotation at this AGM and being eligible, offers himself for re-appointment.Special Business

5 To revise the remuneration payable to Mr. Bharat Shiroya, (DIN: 00014454), Managing Director of the Company.

Signed this _______________________ day of __________________ 2018

Signature of Member: ____________________________________

Signature of Proxy holder(s) ___________________________

Notes: 1. This proxy form in order to be effective should be duly completed and deposited at the registered office of the Company,

not less than 48 hours before the commencement of the meeting. 2. For the resolutions, Explanatory Statement and Notes, please refer to the notice of Annual General Meeting. 3. It is optional to put “√” in the appropriate column against the resolutions indicated in the box. If you leave the ‘For’ or

‘Against’ column blank against any or all resolutions, your proxy will be entered to vote in the manner as he/ she think appropriate.

4. Those Members who have multiple folios with different joint holders may use copies of this attendance slip/ proxy.

Affix RupeeOne revenue

Stamp

� �

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BALLYGUNGE 4r~~ ·~

12 Saduli ~

The Vedic Village

Kharibari ~ ~ 1 h27min

24.8 km

Bally <nfo1 16

12

Kadambagachi ~~ GJ Panihati

911H~JfV

BARAS/ff 4l<l>ik

BEHALA l..~!.Jcf1

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19

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Address:

Vedic Village Spa Resort, Shikharpur Bagu, Rajarhat, Kolkata- 700135, West Bengal.

thRoute Map for Venue of 36 Annual General Meeting

of Comfort Fincap Limited

Registered Office : 22, Camac Street, Block 'B', Ground Floor, Behind Pantaloons, Kolkata, West Bengal, 700016

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