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Comfort Commotrade Ltd.

BSE: 534691 Sector: Financials
NSE: N.A. ISIN Code: INE456N01019
BSE 00:00 | 02 Dec 18.20 0.15
(0.83%)
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18.00

HIGH

18.75

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17.55

NSE 05:30 | 01 Jan Comfort Commotrade Ltd
OPEN 18.00
PREVIOUS CLOSE 18.05
VOLUME 46295
52-Week high 28.80
52-Week low 11.03
P/E 4.34
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.00
CLOSE 18.05
VOLUME 46295
52-Week high 28.80
52-Week low 11.03
P/E 4.34
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Comfort Commotrade Ltd. (COMFORTCOMTRADE) - Director Report

Company director report

To the Members of the Company

Your Directors have pleasure in presenting the 14th (Fourteenth) Annual Report ofComfort Commotrade Limited (‘the Company’) along with the Audited FinancialStatements (Consolidated and Standalone) of your Company for the financial year endedMarch 31 2021.

1) FINANCIAL HIGHLIGHTS

A Summary of the consolidated and standalone financial performance of the Company forthe Financial Year ended March 31 2021 ("the F.Y.") is as under: (` In Lakhs)

PARTICULARS

Standalone

Consolidated

March 31 2021 March 31 2020 March 31 2021 March 31 2020
Revenue from Operations 7891.12 3520.81 7923.50 3597.27
Other operating Income 125.36 37.62 125.90 38.85
Total Revenue 8016.48 3558.43 8049.41 3636.12
Total Expenses 6612.16 3301.17 6656.43 3389.73
Profit before Tax 1404.31 257.25 1392.98 246.39
Current Tax Expenses 206.92 86.05 206.92 86.05
Deferred Tax (0.39) (0.79) (0.39) (0.79)
Tax of earlier years 4.08 0.29 4.08 0.29
Profit for the Year 1193.71 171.70 1182.38 160.83
Earnings Per Share (EPS in `) 11.91 1.71 11.80 1.61

2) CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of section 129 and 133 of Companies Act 2013(hereinafter referred to as "the Act") read with the Companies (Accounts) Rules2014 and Regulation 33 of the Securities and Exchange Board of India SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"SEBI Listing Regulation") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the F.Y. together with theAuditors’ Report form part of this Annual Report.

The Consolidated and Standalone Financial Statements of the Company for the F.Y. havebeen prepared in accordance with applicable Indian Accounting Standards and the relevantprovisions of the Act.

3) FINANCIAL PERFORMANCE

At Standalone Level the revenue from operations has increased to ` 7891.12 Lakhs forthe F.Y. as compared to ` 3520.81 Lakhs in the Previous Year. The Net Profit for the F.Y.increased to ` 1193.71 Lakhs against ` 171.70 lakhs reported in the Previous Year.

The Consolidated revenue from operations for the F.Y. has increased to ` 7923.50 Lakhsas compared to ` 3597.27 Lakhs in the Previous Year. The Net Profit for the F.Y. hasincreased to ` 1182.38 Lakhs as against ` 160.83 Lakhs in the Previous Year.

In accordance with the provisions contained in section 136 of the Companies Act 2013the Annual Report of the Company containing Notice of the Annual General MeetingConsolidated and Standalone Financial Statements Report of the Auditor’s and Boardof Directors thereon are available on the website of the Company atwww.comfortcommotrade.com. Further a detailed analysis of Company’s performance is included in theManagement Discussion and Analysis Report ("MDAR") which forms part of thisAnnual report.

4) DIVIDEND

Based on the Company’s financial performance for the year 2020-21 and in order toconserve resources to face the challenges and the contingencies due to current pandemicthe Board of Directors have not recommended any dividend on equity shares for thefinancial year 2020-21.

5) SHARE CAPITAL

During the year under review there have been no changes in share capital of theCompany. The issued subscribed and paid-up Equity Share Capital of the Company as onMarch 31 2021 was ` 100200000/- (Rupees Ten Crores Two Lakhs Only) divided into10020000 Equity Shares of ` 10 each. Further there was no public issue rights issuebonus issue or preferential issue etc. during the year. The Company has not issued shareswith differential voting rights or sweat equity shares nor has it granted any stockoptions during the F.Y.

6) RESERVES AND SURPLUS

The Company has not transferred any amount to the Reserves for the financial year endedMarch 31 2021. The closing balance of retained earnings of the Company for F.Y. 2020-21after all appropriation and adjustments was ` 1641.29 lakhs.

7) LISTING WITH THE STOCk EXCHANGE(S)

Your Company’s equity shares are listed on The BSE Limited. Annual listing feesfor the Financial Year 2020-21 and 2021-22 have been paid to BSE Limited (Scrip Code:534691) where the shares of the company are listed.

8) SUBSIDIARIES jOINT VENTURES AND ASSOCIATES COMPANIES

Your Company has One Wholly Owned Subsidiary Company namely Anjali Tradelink FZE as onMarch 31 2021. There are no associates or joint venture companies within the meaning ofSection 2(6) of the Act. There has been no material change in the nature of the businessof the subsidiary.

Pursuant to sub-section (3) of section 129 of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing the salient features of the financialstatement of a Company’s subsidiary in FORM AOC-1 is attached as Annexure-1 ofthis Report.

9) DEPOSITS

The Company has not accepted any deposits under Chapter V of the Act during thefinancial year and as such no amount on account of principal or interest on deposits frompublic is outstanding as on March 31 2021.

10) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments occurred after the close of the financial year2020-21 till the date of this Report which affects the financial position of the Company.However during the year the Company has altered Main Object Clause and Incidental orAncillary Object of Memorandum of Association ("MOA") of the Company videresolution passed my members at Extra-ordinary General Meeting held on March 24 2021. Itis hereby confirmed that there has been no other change in the nature of business of theCompany.

Further the COVID-19 pandemic has emerged as a global challenge creating disruptionacross the world. Inspite of the unprecedented situation your Company has been successfulin averting potential adverse impact on the business and on the contrary has grown; andcontinues to outperform most of the industry peers. Based on the facts and circumstancesthe company has been operating in normal course and there have been no adverse impacts onthe liquidity revenues or operational parameters during the F.Y. Most of yourCompany’s costs are flexible; and have been managed prudently. In stark contrast tothe general perception this unprecedented crisis has hastened the adoption of digitalprocesses and systems across the entire country and the industry.

11) CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations aseparate section on Corporate Governance practices followed by the Company together witha Certificate from Practicing Company Secretary confirming compliance conditions forms anintegral part of this Report.

A declaration with respect to the compliance with the Code of Conduct duly signed bythe Wholetime Director & Chief Financial Officer of the Company also forms part ofthis Report.

12) BOARD OF DIRECTORS AND kEY MANAGERIAL PERSONNEL’S

The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge skills regional and industry experience cultural and geographicalbackgrounds age and ethnicity that will help us to retain competitive advantage.

The details of the Directors their meetings held during the year and the extracts ofthe Nomination and Remuneration Policy has been given in the Corporate Governance whichforms part of this report.

I. Board of Directors

Following were the Directors as on the date of Directors Report:

Sr. No. Name of the Person DIN Category
1. Mr. Rajeev Kumar Pathak 08497094 Whole-time Director
2. Mr. Ankur Agrawal 06408167 Non-executive Non-independent Director
3. Mr. Devendra Lal Thakur 00392511 Non-executive Independent Director
4. Mr. Milin Ramani 07697636 Non-executive Independent Director
5. Mrs. Apeksha Kadam 08878724 Additional Director (Non-executive Non Independent Woman Director)

Further following changes took place in the Board of Directors during the F.Y.

a) Cessation of Directors

Ms. Divya Padhiyar (DIN: 08598655) – Independent Director of the Company hasresigned with effect from February 12 2021. Further pursuant to Regulation 30 of SEBIListing Regulations she stated that there was no material reason other than personal andunavoidable circumstances mentioned in her resignation letter.

b) Appointment/Re-appointment of Directors

Pursuant to Regulation 17 of the SEBI Listing Regulations read with sections 149and 161 of the Companies Act 2013 and based on recommendation of Nomination andRemuneration Committee the Board of Directors of the Company appointed Mrs. ApekshaSantosh kadam (DIN: 08878724) as an Additional Woman Director w.e.f. February 12 2021 tohold office up to the date of forthcoming Annual General Meeting ("AGM").Further the Nomination and Remuneration committee has recommended to regularise her as anNon-Executive Director of the Company at ensuing Annual General Meeting. The Company hasreceived requisite declarations from her. The Board recommends the same for the approvalof shareholders at ensuing AGM.

Pursuant to section 149 of the Companies Act 2013 and based on the recommendationof Nomination and Remuneration Committee the board of Directors it is propose tore-appoint Mr. Devendra Lal Thakur (DIN: 00392511) as Non- Executive Independent directorof the Company w.e.f. November 24 2020. Further the Company has received all therequisite declaration to re-appoint him as an Independent director of the Company.

c) Retirement by Rotation

Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. Ankur AnilAgrawal is liable to retire by rotation at ensuing AGM and being eligible has offeredhimself for re-appointment. The Board recommends the same for the approval of shareholdersat ensuing AGM.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The company has receiveddeclaration from all the Independent Directors confirming that they meet the criteria ofIndependence as prescribed under section 149(6) of the Companies Act 2013 and Regulation16 read with Regulation 25(8) of the SEBI Listing Regulations. The Independent Directorshave confirmed that they are not aware of any circumstances or situation which exists orreasonably anticipated that could impair or impact his/her ability to discharge his/herduties with an objective independent judgment and without any external influence.

In the opinion of the board the independence directors possess the requisite expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made thereunder and are independent ofthe management. Further all the independent directors on the Board of the Company havecomplied with the provisions of Section 150 of the Companies Act 2013.

II. key Managerial Personnel’s (kMP’s)

The following are the Key Managerial Personnel’s of the Company as on the date ofDirectors Report:

Sr. No. Name of the kMP’s Designation
1 Mr. Rajeev Pathak Whole Time Director & Chief Financial Officer
2 Ms. Dolly Karia Company Secretary

Changes in key Managerial Personnel’s

During the year under review Mr. Shrikant Tiwari has resigned as Chief FinancialOfficer of the Company with effect from October 26 2020.

Post the Financial year under review the Board of Directors of the Company onrecommendation of Nomination and Remuneration Committee had considered and approved theappointment of Mr. Rajeev Pathak as Chief Financial Officer of the Company with effectfrom June 21 2021.

III. Director’s Evaluation

In terms of the requirement of the Companies Act 2013 an annual performanceevaluation of the Board is undertaken where the Board formally assesses its ownperformance with the aim to improve the effectiveness of the Board and the Committees.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the independent director being evaluated.

In a separate meeting of Independent Directors held on February 12 2021 theperformance evaluation of the Board as whole Chairman of the Company and the NonIndependent Directors was evaluated. The Board of Directors expressed their satisfactionwith the evaluation process based on the recommendation of the Nomination &Remuneration Committee.

IV. Familiarization program for Independent Director(s)

The familiarization program aims to provide the Independent Directors their rolesresponsibilities in the Company nature of the industry business model processes &policies and the technology and the risk management systems of the Company theoperational and financial performance of the Company significant development so as toenable them to take well informed decisions in timely manner. The policy on Company’sfamiliarization program for independent directors is hosted on the Company’s website.

V. Meeting of the Board and Committees of the Board of Directors:

The Board has 3 established following Committees during the FY:

1) Audit Committee;

2) Nomination and Remuneration Committee and

3) Stakeholders’ Relationship Committee.

Details of the Board and its Committees along with their amended charters compositionmeetings held during the year are given under Corporate Governance Report appearingelsewhere as a separate section in this Annual Report.

13) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and SeniorManagerial Personnel approved by the Nomination and Remuneration Committee and the Board.The policy is available at the website of the Company at www.comfortcommotrade.com. Thepurpose of the said Policy is to establish and govern the procedure applicable:

To evaluate the performance of the members of the Board.

To ensure remuneration payable to Director’s KMP’s & other SeniorManagement strike appropriate balance and commensurate among others with the functioningof the Company and its long term objectives.

To retain motivate and promote talent within the Company and to ensure long termsustainability of the managerial persons and create competitive advantage.

The policy inter-alia covers the Directors’ appointment and remuneration KeyManagerial Personnel’s and other senior management appointment and remuneration.

14) DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to sub- section (5) of section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained /received from the operating management your Directors make the following statement andconfirm that-

i. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed and there are no material departures.

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

15) AUDITORS

a) Statutory Auditor

M/s. Gupta Shyam & Co. - Chartered Accountants (FRN 103450W) was appointed as thestatutory auditors of the Company to hold office for a period of five consecutive yearsi.e. from the conclusion of the 10th AGM of the Company till the conclusion of the 15thAGM to be held in the year 2022. The requirement for the annual ratification ofauditors’ appointment at every AGM has been omitted pursuant to Companies (Amendment)Act 2017 notified on May 7 2018. During the year the statutory auditors have confirmedthat they satisfy the independence criteria as required under the Companies Act 2013

Further the Auditors have issued modified opinion on the Financial Statements for thefinancial year ended March 31 2021 as mentioned below:

The Company has not provided for defined benefit obligation in the nature of gratuitybased on the requirement of Ind AS 19 i.e. "Employee Benefit" which requiresdefined benefit obligation to be recognised based on actuarial valuation basis. In absenceof valuation we are unable to quantify the impact of above on the net profit for the yearand liabilities as on date.

Management’s Explanation:

For-payment of gratuity it is accounted-for on payment basis.

Further the Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013.

b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s. Mitesh J. Shah & Associates PracticingCompany Secretaries as Secretarial Auditor to undertake the secretarial audit of theCompany for financial year 2020-21.

The Secretarial Audit Report for the financial year ended March 31 2021 in theprescribed Form MR-3 is annexed as Annexure-2 to this Report. The report isself-explanatory and does not have any qualifications.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019 issued by theSEBI the company has obtained Annual Secretarial Compliance Report for the year endedMarch 31 2021 from Practicing Company Secretaries on compliance of all applicable SEBIRegulations/circulars/ guidelines issued thereunder and the copy of the same has beensubmitted with the Stock Exchange(s)within the prescribed time.

c) Internal Auditor

M/s. Siddhant Shah & Co. Practicing Chartered Accountants Mumbai performed theduties of internal auditors of the company for the F.Y. 2020-21 and their report isreviewed by the Audit committee from time to time. Further Board of Directors of theCompany were informed that M/s. Siddhant Shah & Co. has integrated it’sOrganization with M/s. AHSP & Co. LLP hence the Company has appointed M/s. AHSP &Co. LLP as an Internal Auditors of the company for the F.Y. 2021-22.

Further Board of Directors of the Company have appointed M/s. RL Agrawal &Associates as an Internal Auditors for Stock Broking Division of the company for the F.Y.2021-22.

d) Cost Auditor

The Maintenance of the cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 of theCompanies (Cost records and Audit) Rules 2014 and accordingly it is not required toappoint Cost Auditor.

16) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBIListing Regulation the Company has adopted a Whistle Blower Policy. The Company’svigil mechanism/ Whistle blower Policy aims to provide the appropriate platform andprotection for Whistle Blowers to report instances of fraud and mismanagement if any topromote reporting of any unethical or improper practice or violation of the Company’sCode of Conduct or complaints regarding accounting auditing internal controls orsuspected incidents of violation of applicable laws and regulations including theCompany’s code of conduct or ethics policy or Code of Conduct for Prevention ofInsider Trading in the Company Code of Fair practices and Disclosure. The employees ofthe Company are encouraged to use guidance provided in the Policy for reporting allallegations of suspected improper activities. The Vigil Mechanism provides a mechanism foremployees of the Company to approach the Chairman of the Audit Committee of the Companyfor redressal. The Company has disclosed the policy at the website atwww.comfortcommotrade.com.

During the Financial Year 2020-21 no cases under this mechanism were reported to theCompany.

17) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading and Codefor Fair Disclosure with a view to regulate trading in securities by the Directors anddesignated person of the Company in compliance with SEBI (Prohibition of Insider Trading)Regulations 2015. The code is available on website of the Company at web link http://www.comfortcommotrade.com/Investorrelation

18) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions i.e. Policies ondetermining materiality of related party transactions and also on dealing with RelatedParty Transactions which has been reviewed and approved by the Audit Committee and Boardof Directors. The Policy provides for the identification of Related Party Transactionsnecessary approvals by the Audit Committee/Board/Shareholders reporting and disclosurerequirements in compliance with the Companies Act 2013 and provisions of SEBI ListingRegulations.

All transactions undertaken by the Company during the financial year with relatedparties were on arm’s length basis & in ordinary course of business and incompliance with the applicable provisions of the Companies Act 2013 and the SEBI ListingRegulations. All such related party transactions were placed before the Audit Committeefor approval wherever applicable. Pursuant to the provisions of Regulation 23 of the SEBIListing Regulations approval of the Members was obtained at the 13th Annual GeneralMeeting for material related party transaction(s) entered/to be entered with the relatedparty(ies) for the financial year 2021-22 and onwards. Omnibus approvals are also givenby the Audit Committee for the transactions which are foreseen and are repetitive innature on yearly basis.

The details of contracts and arrangements with related parties of your Company for thefinancial year under review are given in notes to the Financial Statements forming partof this Annual Report.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations your Company has filedthe half yearly reports on related party transactions with the Stock Exchanges.

The Company has not entered into any material transactions with related partiesreferred to in Section 188(1) of the Companies Act 2013 and in compliance with the SEBIListing Regulations. Accordingly the details are not required to be given under AOC-2.

Further Policies on determining materiality of related party transactions and also ondealing with Related Party Transactions has been posted on the website of the Company atwww.comfortcommotrade.com.

19) INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls apart from theobservations mentioned by the Auditors appearing elsewhere in this Report. Based on theframework of Internal Financial Controls and compliance systems established and maintainedby the

Company audit and reviews performed by the Internal Statutory and SecretarialAuditors and the reviews undertaken by the Management and the Audit Committee the Boardis of the opinion that the Company’s Internal Financial Controls have been adequateand effective during the year under review.

20) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORkPLACE

The Company is committed to upheld and maintain the dignity of woman employees and toprovide a safe and conducive work environment to all its employees and associates workingin the Company. In Compliance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your company has put in place Policy onPrevention of Sexual Harassment at Workplace. All employees (permanent contractualtemporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of InternalComplaints Committee (ICC) in accordance with the requirements of the said Act.

Your Directors further state that during the financial year 2020-21 there were nocomplaints received pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

21) ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2020-21 is available onCompany’s website at htttp://www.comfortcommotrade. com/Admin/File/Form_MGT_7_CCL.pdf

22) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans and/or Guarantees given and investments made and or securityprovided form part of the notes to the financial statements provided in this AnnualReport.

23) CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies Act 2013 during the year underreview the Company is not required to spend any amount on CSR. However considering netprofit of the Company for the F.Y. 2020-21 the Company is required to comply with theprovisions of Section 135 of the Companies Act 2013 from F.Y 2021-22 onwards. Furtherthe Board of directors in its meeting held on June 21 2021 has constituted the CSRCommittee and the Company is in due process of complying with the other relevantprovisions of section 135 of the Act.

24) CHIEF FINANCIAL OFFICER CERTIFICATION

Certification from Chief Financial Officer and Whole-time Director as required underRegulation 17 (8) read with Part B of Schedule II of the SEBI Listing Regulationscertifying that the financial statements do not contain any untrue statement and thesestatements represent a true and fair view of the Company’s affairs has been obtained.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Indian Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

26) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year 2020-21 there were no significant or material orders passedby the Regulators or Courts or Tribunals impacting the going concern status and operationsof the Company in the future.

27) BUSINESS RISk MANAGEMENT

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and brief view of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis Report.

28) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI ListingRegulations is presented in a separate section forming part of this Report. It providesinformation about the overall industry structure global and domestic economic scenariosdevelopments in business operations/ performance of the Company’s various businessesinternal controls and their adequacy risk management systems human resources and othermaterial developments during the financial year 2020–21.

29) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company continued to give major emphasis for conservation of Energy and themeasures taken during the previous years were continued. The Company regularly reviewspower consumption patterns across its units and implement requisite improvements / changesin the process in order to optimize power consumptions.

Further the Company’s operations do not require significant import of technology.

Foreign Exchange Earnings and Outgo –

Total Foreign Exchange used and earned by the Company is as follows:

Particulars Year Ended 31 March 2021 Year Ended 31 March 2020
Foreign Exchange Used - -
Foreign Exchange Earned - -

30) REMUNERATION TO DIRECTORS PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES(HR)

Your Company had 12 employees as on March 31 2021. The statement containingparticulars of employees as required under Section 197(12) of the Companies Act 2013 readalong with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company as no employees were in receipt ofremuneration above the limits specified in Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Directors wish to place on record their appreciation and acknowledgment of theefforts efficient and loyal service rendered dedication and contributions made byemployees at all levels during the year under review. The Company continues to focus onattracting new talent & help them to acquire new skills explore new roles and realizetheir potential. The ratio of the remuneration of each Director to the medianemployee’s remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read along with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure-3to this Report.

31) REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board’s report

32) SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 withrespect to Board Meetings and General Meetings respectively specified by the Institute ofCompany Secretaries of India.

33) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (including any statutory modification(s) and / or reenactment(s) thereof for thetime being in force) the Members may note that the Company will be transferring unpaid/unclaimed dividend and the shares to the IEPF Authority for its Dividend Account offinancial year 2013-14 which is due in October 2021. The Company will be sendingindividual correspondence to respective shareholders and will be publishing newspaperadvertisement for claiming the unpaid/unclaimed dividend in respect of which dividend hasnot been en-cashed or claimed by the members for 7 consecutive years or more. Theshareholders are once again requested to claim their unpaid/unclaimed dividend to avoidthe transfer to IEPF Authority.

Members who have not yet en-cashed their Final Dividends from financial year 2013-14and 2014-15 and thereafter are requested to make their claims to the Company / RTA.Members are requested to quote folio numbers / DP ID – Client ID in all theircorrespondence.

34) ACkNOWLEDGEMENTS

Our business is largely dependent on our relationships with stakeholders. It isimperative to connect with them for better understanding of their expectations and createsustainable value. We strive to build rewarding relationships with our stakeholders –clients employees shareholders business partners communities and regulators – forachieving our long-term vision aligned with our stakeholders’ interests. Your Boardtakes this opportunity to express their sincere appreciation for the excellent patronagereceived from the Banks customers business partners vendors bankers financialinstitutions regulatory government authorities and Financial Institutions and for thecontinued enthusiasm total commitment dedicated efforts of the executives and employeesof the Company at all levels during the year under review. The Directors also thank theGovernment of India Governments of various states in India and concerned Governmentdepartments and agencies for their co-operation. The Directors hereby acknowledge thededication loyalty hard work cooperation solidarity and commitment rendered by theemployees of the Company and their families during the year

The Directors deeply regret the losses suffered due to the Covid-19 pandemic and placeon record their sincere appreciation to all the front-line workers and those who have gonebeyond their duties in battling against the pandemic.

BY ORDER OF THE BOARD OF DIRECTORS OF COMFORT COMMOTRADE LIMITED
SD/- SD/-
RAjEEV PATHAk APEkSHA kADAM
DIRECTOR CHAIRMAN & DIRECTOR
DIN: 08497094 DIN: 08878724
Date :August 11 2021
Place : Mumbai

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