Comfort Commotrade Ltd Directors Report.

To the Members of the Company,

Your Directors are pleased to present the Thirteenth Annual Report of Comfort Commotrade Limited (‘the Company) along with the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended March 31, 2020.

1) FINANCIAL HIGHLIGHTS

A Summary of the Consolidated and standalone financial performance of the Company, for the Financial Year ended March 31, 2020, is as under: (Rs. In Lakhs)

PARTICULARS

Standalone

Consolidated

March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Revenue from Operations 3520.81 5959.43 3597.27 5995
Other operating Income 37.62 37.01 38.85 37.91
Total Revenue 3558.43 5996.44 3636.12 603.91
Total Expense 3301.17 5972.10 3389.73 6026.10
Profit before Tax 257.25 24.34 246.39 6.81
Current Tax Expenses 86.05 10.15 86.05 10.15
Deferred Tax (0.79) (0.36) (0.79) (0.36)
Tax of earlier years 0.29 0.13 0.29 0.13
Profit for the Year 171.70 14.43 160.83 (3.10)
Earnings Per Share (EPS) 1.71 0.14 1.61 (0.03)

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) Rules, 2014 and Regulation 33 of the Securities and Exchange Board of India, (SEBI Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2019-20, together with the Auditors Report form part of this Annual Report.

The Consolidated and Standalone Financial Statements of the Company for the year ended 31st March, 2020 have been prepared in accordance with applicable Accounting Standards and the relevant provisions of the Companies Act, 2013.

3) FINANCIAL PERFORMANCE

At Standalone Level, The Revenue from operation stood at Rs. 3520.81 Lakhs for the financial year ended as on March 31, 2020 compared with Rs. 5959.43 Lakhs in the Previous Year. The Net Profit for the financial year ended as on March 31, 2020 increased to Rs. 171.70 Lakhs against Rs. 14.43 Lakhs reported in the Previous Year.

The Consolidated Revenue from operations for the financial year ended as on March 31, 2020 was Rs. 3597.27 Lakhs as compared with Rs. 5995 Lakhs in the Previous Year. The Net Profit for the financial year ended as on March 31, 2020 increased to Rs. 160.83 Lakhs against Net Loss of Rs. 3.10 in the Previous Year.

In accordance with the provisions contained in Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Consolidated and Standalone Financial Statements are available on the website of the Company at www.comfortcommotrade.com. Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis, which forms part of this Annual report.

4) RESPONSE TO COVID-19 CHALLENGES

COVID-19 has been declared as global pandemic, the government of India has declared a complete lockdown since March 24, 2020 and the same is continuing with minor exemptions; essential services were allowed to operate with limited capacity. Capital markets and banking services have been declared as essential services and accordingly have been continuing the operation with minimal permitted staff. However, the other employees were encouraged to work from home. All operations and servicing of clients were smoothly ensured without any interruptions as the activities of trading, settlement, DP, Stock Exchange and Depository Participants have been fully automated and seamless processes. Based on the facts and circumstances, the company has been operating in normal course and there have been no adverse impacts on the liquidity, revenues or operational parameters during the quarter and year ended March 31, 2020. The Company is closely monitoring any material changes on continuous basis.

5) DIVIDEND

Based on Companys financial performance, for the year 2019-20 and in order to conserve resources to face the challenges and the contingencies due to current pandemic, the Board of Directors have not recommended the any dividend on equity shares for the financial year 2019-20.

6) SHARE CAPITAL & LISTING

During the year under review, there have been no changes in share capital of the Company. The paid-up Equity Share Capital of the Company as on March 31, 2020 was Rs 10,02,00,000. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the Financial Year 2019-20.

7) TRANSFER TO RESERVES

There was no amount from statement of profit or loss, which was transferred to General Reserves during the year under review. The closing balance of the retained earnings of the Company for F.Y. 2019-20, after all appropriation and adjustments was Rs. 447.58 lakhs.

8) LISTING WITH THE STOCK EXCHANGES

Your Companys equity shares are listed on The BSE Limited. Annual listing fees for the Financial Year 2019-20 and 2020-21 have been paid to BSE Limited (the Stock Exchange) were the shares of the company are listed.

9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

Your Company has One Wholly Owned Subsidiary Companies namely, Anjali Tradelink FZE as on March 31, 2020. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary.

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Companys subsidiary in FORM AOC-1 is attached as Annexure-1 of this Report. There is no material subsidiary of the Company.

10) DEPOSITS

Your Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

11) MATERIAL CHANGES AFFECTING THE COMPANY

No material changes and commitments occurred after the close of the financial year 2019-20 till the date of this Report which affect the financial position of the Company except the impact of COVID-19 pandemic. However, during the period under review Mr. Anil Agrawal, Mr. Bharat Shiroya, Mr. Jugal Thacker, Mrs. Annu Agrawal has resigned as Director(s) of the Company w.e.f. June 29, 2019 due to the SEBI order dated March 12, 2019 (WTM/GM/EFD/99/2018-19) which stated that they shall not hold position as Director in any listed Company for the period of 3 years w.e.f.July 01, 2019.

Further it is hereby confirmed that there has been no change in the nature of business of the Company.

12) CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Report. A copy of Certificate issued by Practicing Company Secretary forms part of this report.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2019-20. A declaration to this effect signed by the Wholetime Director of the Company is contained in this Annual Report.

13) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

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, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age and ethnicity, that will help us retain our competitive advantage.

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

I. BOARD OF DIRECTORS

Following were the Directors and Key Managerial Personnels as on March 31, 2020:

Sr. No. Name of the Person DIN Category
1 Mr. Rajeev Kumar Pathak 08497094 Wholetime Director
2. Mr. Ankur Anil Agrawal 06408167 Non-executive Non-independent Director
3 Mr. Devendra Lal Thakur 00392511 Non-executive Independent Director
4 Mr. Milin Jagdish Ramani 07697636 Non-executive Independent Director
5 Ms. Divya Padhiyar 08598655 Additional Director (Non-executive Independent Woman Director)

Further, following changes following changes took place in Board of Directors of the Company in financial year 2019-20;

Change in Directorate

a) Cessation of Directors

Mr. Anil Shivkaran Nevatia (DIN: 00531183) Independent Director of the Company has resigned from the post of Director with effect from May 18, 2019. Further, pursuant to Regulation 30 of SEBI LODR, he stated that there was no other material reason other than personal and unavoidable circumstances.

The Board recorded its sincere appreciation for his valuable contribution during his association with the Company.

Mr. Anil Beniprasad Agrawal (DIN:00014413), Mrs. Annu Anil Agrawal (DIN: 00014487) and Mr. Bharat

Nanubhai Shiroya (DIN: 00014454) have resigned from the post of Directorship of the Company w.e.f. the closure of the working hours of June 29, 2019 on account of SEBI order dated March 12, 2019 (WTM/GM/ EFD/99/2018-19) which stated that they shall not hold position as Director in any listed company for a period of three years, with effect from July 01, 2019.

The Board recorded its sincere appreciation for their valuable contribution during their long association with the Company.

Mr. Jugal Chandrakant Thacker (DIN: 00015460) has resigned from the post of Independent Director of the

Company w.e.f. the closure of the working hours of June 29, 2019 on account of SEBI order dated March 12, 2019 (WTM/GM/EFD/99/2018-19) which stated that he shall not hold position as Director in any listed company for a period of three years, with effect from July 01, 2019.

Further, pursuant to Regulation 30 of SEBI Listing Regulations, he stated that there was no other material reason other than the said SEBI order.

The Board recorded its sincere appreciation for his valuable contribution during his long association with the Company.

b) Appointment/Re-appointment of Directors

Pursuant to Regulation 17 of the SEBI Listing Regulations read with section 149 of the Companies Act, 2013 and based on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on October 23, 2019, appointed Ms. Divya Dilip Padhiyar (DIN: 08598655) as Additional Woman Director w.e.f. October 30, 2019 to hold office up to the date of forthcoming Annual General Meeting. Further, it is proposed to regularize her as an Independent Director of the Company at ensuing Annual General Meeting of the Company. The Company has received requisite declarations from her.

Details about the director being appointed/re-appointed are given in the Notice of the forthcoming Annual General Meeting.

Pursuant to Regulation 17 of the SEBI Listing Regulations read with sections 149 and 152 of the Companies Act, 2013 and based on recommendation of Nomination and Remuneration Committee, Mr. Milin Jagdish Ramani (DIN:07697636), Mr. Ankur Anil Agrawal (DIN: 06408167) and Mr. Rajeev Kumar Pathak (DIN: 08497094) were appointed as Additional Directors on the Board with effect from June 29, 2019. Further, at 12th Annual General Meeting, Mr. Milin Ramani was regularized as Non-Executive Independent Director, Mr. Ankur Anil Agrawal was regularized as Non-Executive Non-Independent Director and Mr. Rajeev Kumar Pathak was regularized and appointed as Wholetime Director of the Company.

c) Retirement by Rotation

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Ankur Anil Agrawal is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the same for the approval of Shareholders.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations in Terms of Regulation 25(8) of SEBI Listing Regulations. The Independent Directors have confirmed that they are not aware of any circumstances or situation,which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

In the opinion of the board, the independence directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

II. Key Managerial Personnels

The following are the Key Managerial Personnels of the Company as on the date of Directors Report:

Sr. No. Name of the Person Designation
1 Mr. Rajeev Pathak Whole Time Director (w.e.f. June 29, 2019)
2 Mr. Shrikant Tiwari Chief Financial Officer (w.e.f. May 18, 2019)
3 Ms. Dolly Karia Company Secretary (w.e.f. May 18, 2019)

*During the Year under review, Mr. Anil Agrawal has resigned from the office of the Whole Time Director of the Company with effect from June 29, 2019.

Change in Key Managerial Personnel

During the year under review, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee had considered and approved the appointment of Mr. Shrikant Tiwari as Chief Financial Officer of the Company with effect from May 18, 2019.

During the year under review, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee had considered and approved the appointment of Ms. Dolly Karia, an Associate Member of Institute of Company Secretaries of India, as Company Secretary and Compliance Officer of the Company with effect from May 18, 2019.

Mr. Anil Beniprasad Agrawal (DIN:00014413) - Wholetime Director of the Comapany resigned w.e.f June 29, 2019 on account of SEBI order dated March 12, 2019 (WTM/GM/EFD/99/2018-19) which stated that they shall not hold position as Director in any listed company for a period of three years, with effect from July 01, 2019.

During the year under review, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee had considered and approved the appointment of Mr. Rajeev Kumar Pathak (DIN: 08497094) Director as Additional Director in the Capacity of Wholetime Director w.e.f June 29, 2020. Further, the same was regularized at 12th Annual General Meeting.

There was no other change in the Directors and Key Managerial Personnel during the year under review.

III. Directors Evaluation

In terms of the requirement of the Companies Act, 2013 and Regulation 4 (2)(f) of the SEBI Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees.

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

In a separate meeting of Independent Directors held on February 07, 2020, the performance evaluation of the Board as whole, Chairman of the Company and the Non Independent Directors was evaluated. The Board of Directors expressed their satisfaction with 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 roles, responsibilities in the Company, nature of the industry, business model, processes & policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. Further, the Directors are encouraged to attend the training programmers being organized by various regulators / bodies / institutions on above matters. The policy on Companys familiarization program for independent directors is hosted on the Companys website.

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

The Board has 3 established following Committees:

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, composition, meetings held during the year are given under Corporate Governance Report appearing elsewhere as a separate section in this Annual Report.

14) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial 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. The purpose 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 Directors KMPs & other senior Management strike appropriate balance and commensurate among others with the functioning of the Company and its long term objectives.

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

The policy inter-alia covers the Directors appointment and remuneration, Key Managerial Personnels and other senior management appointment and remuneration.

15) DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards have been followed and there are no material departures.

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

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

iv. 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 the company and that such internal financial controls are adequate and were operating effectively.

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

16) AUDITORS

STATUTORY AUDITOR

M/s. Gupta Shyam & Co.- Chartered Accountants, (FRN 103450W), was appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 10th AGM of the Company held on September 22, 2017, till the conclusion of the 15th AGM to be held in the year 2022. The requirement for the annual ratification of auditors 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 confirmed that they satisfy the independence criteria required under Companies Act, 2013

The Auditors have issued modified opinion on the Financial Statements for the financial year ended March 31, 2020 as mentioned below:

The Company has not provided for defined benefit obligation in the nature of gratuity based on the requirement of Ind AS 19 i.e. "Employee Benefit", which requires defined benefit obligation to be 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 date.

Managements 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 under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s R. M. Mimani & Associates LLP, Practicing Company Secretaries as Secretarial Auditor to undertake the secretarial audit of the Company for financial year 2020-21.

The Secretarial Audit Report for the financial year ended March 31, 2020, in the prescribed Form MR-3 is annexed as Annexure-2 to this Report. The report is self-explanatory and contains some qualifications, reservations and adverse remarks as mentioned below:

(i) During the quarter ended on September 30, 2019, the composition of Board is not in accordance with the provision of regulation of 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; (ii) The Company has delayed in submitting the information to depository in respect of changes took in Board and KMP of the Company during the audit period.

(iii) The Company has maintained the data in normal excel file instead of structured database, as required in terms of regulation 3(5) of the PIT Regulations, 2015.

(iv) The Company has filed Form MGT-14 with MCA, together with the resolution passed to approve the annual financial results instead of resolution to approve Annual Financial Statements for the financial year ended on March 31, 2019.

(v) The Company has not fully complied with clause 4 of the Schedule B of PIT Regulation, 2015 read with circular No. LIST/ COMP/ 01/ 2019-20 dated April 2, 2019 of BSE.

(vi) The Company has delayed in giving the intimation to Stock Exchange of Board Meeting held on August 14, 2019, as required in terms of regulation 29(2) of SEBI (LODR), Regulations, 2015.

Managements Explanation:

(i) Mrs. Annu Agrawal has resigned w.e.f June 29, 2019 and accordingly the Company has appointed Ms. Divya Padhiyar, Woman Director, w.e.f. October 30, 2019, to have the proper composition of Board in accordance with the provisions of Regulation 17 of the SEBI (LODR) Regulations, 2015. Further, the Company has paid the penalty levied by the Stock Exchange in this regard.

(ii) The Company has submitted the information of changes in Directors and KMPs to depositories.

(iii) The Company has efficiently started the process of maintaining the data in structured digital database.

(iv) There was typographical error while filing form MGT-14. The word Results was typed instead of Statements.

(v) The Company has closed its trading window for the quarter ended June 30, 2019 and September 30, 2019 from the date of the notice of the Board Meeting till 48 hours after the declaration of results. However, none of its designated or connected person has traded in the securities of the Company from July, 01 2019 and October 01, 2019 till 48 hours after the declaration of results. For the quarter ended December 31, 2019 and March 31, 2020, the trading window was closed from the beginning of the next quarter till 48 hours after the declaration of results for that quarter.

(vi) The Board meeting was held on shorter notice. Accordingly, the necessary intimation was sent to Stock Exchange.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019, issued by SEBI, the company has obtained Annual Secretarial Compliance Report for the year ended March 31, 2020, from Practicing Company Secretaries on compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder and the copy of the same has been submitted with the Stock Exchanges within the prescribed due date.

INTERNAL AUDITOR

M/s. Siddhant Shah & Co., Practicing Chartered Accountants, Mumbai performed the duties of Internal Auditors of the Company for 2019-20 and their report is reviewed by the Audit Committee from time to time. Further, Board of Directors of the Company has appointed M/s. Siddhant Shah & Co, as an Internal Auditors of the company for the F.Y 2020-21.

COST AUDITOR

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

17) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Companys vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Policy governs reporting and investigation of allegations of suspected improper activities. The employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal. The Company has disclosed the policy at the website at www.comfortcommotrade.com.

During the Financial Year 2019-20, no cases under this mechanism were reported to the Company.

18) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading and Code for Fair Disclosure with a view to regulate trading in securities by the Directors and designated employees 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

19) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions i.e. Policies on determining materiality of related party transactions and also on dealing with Related Party Transactions, which has been reviewed and approved by the Audit Committee and Board of Directors. The Policy provides for the identification of Related Party Transactions, necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of SEBI Listing Regulations.

All transactions executed by the Company during the financial year with related parties were on arms length basis & in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All such related party transactions were placed before the Audit Committee for approval, wherever applicable. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, approval of the Members was obtained at the 12th Annual General Meeting for material related party transaction(s) entered/to be entered with the related party(ies), as provided under Rule 15 of the Companies (Meeting of Board and its Power) Rules, 2015, for the financial year 2019-20 and onwards. Omnibus approvals are also given by the Audit Committee for the transactions, which are foreseen and are repetitive in nature on yearly basis. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions.

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

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

Pursuant to provisions of section 188 of the Companies Act, 2013, there were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have a potential conflict with the interests of the Company; hence details are not required to be given under AOC-2.

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

20) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. The Company recognizes its responsibility that provides equal opportunities and is committed for creating a healthy working environment that enables all our employees to work with equality and without fear of Discrimination, prejudice, gender bias or any form of harassment at workplace. In Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your company has put in place Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) in accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the financial year 2019-20, there were no complaints received pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21) EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the extract of annual return for the financial year ended March 31, 2020 in Form MGT-9 under the provisions of 92(3) of the Act is attached as Annexure -3 of the Boards Report. Annual return referred to in Section 92(3) of the Act is also available on the website of the Company at www.comfortcommotrade.com.

22) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, Guarantee and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

23) CORPORATE SOCIAL RESPONSIBILITY

The Company does not come under the purview of the provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility.

24) CHIEF FINANCIAL OFFICER CERTIFICATION

Chief Financial Officer and Whole-time Director Certification as required under Regulation 17 (8) read with Part B of Schedule II of the SEBI Listing Regulations, certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs has been obtained.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls apart from the observations mentioned by the Auditors, appearing elsewhere in this Report. Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, audit and reviews performed by the Internal, Statutory and Secretarial Auditors and the reviews undertaken by the Management and the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls have been adequate and effective during the year under review.

26) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

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

During the Financial Year 2019-20, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future except as provided below :

Securities and Exchange Board of India on March 12, 2019 (WTM/GM/EFD/99/2018-19) had passed an order in the Matter of RaviKumar Distilliaries Limited stating that Mr. Anil Beniprasad Agrawal – Wholetime Director, Mrs Annu Anil Agrawal- Non Executive Non Independent Director, Mr. Bharat Nanubhai Shiroya - Non Executive Non Independent Director, Mr. Jugal Chandrakant Thacker - Independent Director of the Company cannot become Director of any listed Company for a period of 3 Years with effect from July 2019. In Compliance with the SEBI order, all the above mentioned Directors of your Company had resigned from the post of Director w.e.f. June 29, 2019 and New Directors were inducted on the Board of your Company.

28) BUSINESS RISK MANAGEMENT

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

29) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, (the SEBI Listing Regulations) is presented in a separate section forming part of this Annual Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2019–20.

30) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The Company continued to give major emphasis for conservation of Energy, and the measures taken during the previous years were continued. The Company regularly reviews power consumption patterns across its units and implement requisite improvements / changes in the process in order to optimize power consumptions. Several environment friendly measures were adopted by the Company such as:

Automatic power shutdown of idle monitors

Creating environmental awareness by way of distributing the information in electronic form;

Minimizing Air Conditioning useage

Shutting off all lights when not in use

Usage of Light Emitting Diode (LED) Lights

The Companys 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, 2020 Year Ended 31 March, 2019
Foreign Exchange Used - -
Foreign Exchange Earned - -

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

Your Company had 14 employees as on March 31, 2020. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and contributions made by employees at all levels during the year under review. The Company continues to focus on attracting new talent & help them to acquire new skills, explore new roles and realize their potential. The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure -4 to this Report.

Your Directors would like to record their appreciation of the efficient and loyal service rendered by the employees.

32) SECRETARIAL STANDARDS

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

33) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

34) ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions, regulatory and government authorities and other stakeholders at large for all support rendered during the year under review.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.

The Board places on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year and their families for making the Company what it is.

BY ORDER OF THE BOARD OF DIRECTORS OF COMFORT COMMOTRADE LIMITED

SD/-
ANKUR AGRAWAL
CHAIRMAN & DIRECTOR
DIN: 06408167
Date : SEPTEMBER 15, 2020
Place : Mumbai