comfort commotrade ltd Directors report


To the Members of the Company,

Your directors have pleasure in presenting the 16th (Sixteenth) Annual Report of Comfort Commotrade Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2023.

1) FINANCIAL HIGHLIGHTS:

The summary of Audited standalone and consolidated financial performance of the Company, for the financial year ended March 31, 2023 is summarized as under:

(Rs in lakh, except EPS)

PARTICULARS

Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 6,768.53 15,134.15 6,768.53 15,143.14
Other operating Income 33.08 45.31 33.13 45.35

Total Income

6,801.61 15,179.47 6,801.66 15,188.50
Less: Total Expenditure 6,948.38 14,733.88 7,011.49 14,787.01

Profit/(Loss) before Tax

(146.76) 445.59 (209.83) 401.48
Less: Current Tax Expenses 0.00 238.36 0.00 238.36
Less: Deferred Tax 0.00 0.00 0.00 0.00
Less: Tax of earlier years 19.05 4.72 19.05 4.72

Profit/(Loss) for the year

(165.81) 202.51 (228.88) 158.41

Earnings Per Share (EPS) (Basic & Diluted)

(1.65) 2.02 (2.28) 1.58

2) FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Your Company is currently engaged in the business of Commodity Broking and is a Member of Multi Commodity Exchange of India Limited ("MCX"). It offers trading in many commodities such as bullion (gold, silver), energy (crude oil, natural gas) metals, food grains (rice, maize), spices, oil and oil seeds and others.

The audited standalone and consolidated financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of Sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Companys total revenue from operations on standalone basis has changed to Rs 6,768.53 lakh as compared to Rs 15,134.15 lakh in the previous financial year. The loss for the year under review is Rs (165.81) lakh as compared to the profit of Rs 202.51 lakh in the previous financial year.

During the year under review, your Companys total revenue from operations on consolidated basis has changed to Rs 6,768.53 lakh as compared to Rs 15,134.14 lakh in the previous financial year. The loss for the year under review is Rs (228.78) lakh as compared to the profit of Rs 158.41 lakh in the previous financial year.

Your Company has been earning profits for the past financial years except for the year under review. Due to market fluctuations, the loss incurred during the year in the Company is a valuation loss. The same is a temporary decline in profit. The market has recovered since then, thereby increasing the revenue from operations of the Company in the present scenario as compared to March 31, 2023.

In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting (AGM"), Standalone and Consolidated Financial Statements, Standalone and Consolidated Cash Flow Statement, Report of the Auditors, Directors Report, Corporate Governance Report, Management Discussion and Analysis Report ("MDAR") "together with Notes and Annexures" thereto are available on the website of the Company at http://www.comfortcommotrade.com/Investorrelation. Further, a detailed analysis of Companys performance is included in the MDAR, which forms part of this Annual Report.

3) DIVIDEND

Based on the Companys financial performance for the year 2022-23 and in order to conserve cash resources to face the future challenges, the Board of Directors have not recommended any dividend on equity shares for the year ended on March 31, 2023.

4) SHARE CAPITAL

During the year under review, there has been no change in share capital of the Company. The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2023 was Rs 10,02,00,000/- (Rupees ten crore two lakh only) divided into 1,00,20,000 equity shares of 10/- each. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc., during the financial 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.

5) TRANSFER TO RESERVES

The amount of Rs (165.81) lakh were transferred to reserves during the year under review. The closing balance of the retained earnings of the Company for the financial year 2022-23, after all appropriation and adjustments was Rs 1677.99 lakh.

6) LISTING WITH THE STOCK EXCHANGE

Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 2022-23 and 2023-24 has been paid to the stock exchange.

7) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one Wholly Owned Subsidiary ("WOS") Company namely, Anjali TTadelink FZE and has no other associate companies or joint ventures within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2023. During the year, there has been no material changes in the nature of the business of the WOS Company and no Company became or ceased to be a subsidiary company, associate company or joint venture of the Company.

Further, the report on the performance, financial position and overall contribution to Companys profitability of the WOS Company and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as "Annexure I" to this Report.

8) DEPOSITS

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

9) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this Report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

10) CORPORATE GOVERNANCE

The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V (E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

Further, a declaration with respect to the compliance with the Code of Conduct duly signed by the Whole-time Director & Chief Financial Officer of the Company also forms part of this Annual Report.

11) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Board of Directors is an apex body constituted by the shareholders for overseeing the Companys overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders and other stakeholders.

The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.

The Composition of the Board of Directors is in conformity with Section 149 of the Act read with Regulation 17 of the SEBI Listing Regulations.

Following were the Directors as on March 31, 2023:

Si.No Name of the person DIN Category
1 Mrs. Apeksha Kadam 08878724 Non-Executive - Non-Independent Woman Director, Chairperson
2 Mr. Rajeev Pathak 08497094 Whole Time Director & Chief Financial Officer
3 Mr. Devendra Lal Thakur 00392511 Non-Executive - Independent Director
4 Mr. Milin Ramani 07697636 Non-Executive - Independent Director
5 Mr. Ankur Agrawal 06408167 Non-Executive - Non-Independent Director

Changes in Directors:

(1) Cessation/ Resignation:

During the year under review, there was no instance of cessation/resignation by any of the director of Company.

(2) Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting (AGM") and, being eligible offers himself for reappointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Ankur Agrawal. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings is provided separately in Explanatory Statement which is a part of the Notice of the 16th AGM which forms part of this Annual Report.

During the year under review, the Non-Executive Directors ofthe Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations.

II. Key Managerial Personnel (KMP)

Following were the Key Managerial Personnel as on March 31, 2023 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name of the person Designation
1 Mr. Rajeev Pathak Whole Time Director & Chief Financial Officer
2 Mr. Sunny Ganatra Company Secretary & Compliance Officer

III. Directors Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, their committees, individual director and the Board as whole.

The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, their committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness, on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on February 10,2023, excluding the independent director being evaluated.

In a separate meeting of Independent Directors held on February 10, 2023, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the Executive and Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Companys management and the Board.

IV. Declaration by Independent Directors:

The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.comfortcommotrade. com/Investorrelation.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

V. Familiarization program for Independent Director(s):

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarise themselves with the Company, its management, its operations and above all, the industry perspective and issues. Separate sessions are organised during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Companys website at http://www.comfortcommotrade. com/Investorrelation. The familiarization program aims to provide the Independent Directors understanding with respect to their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted 1 program during the financial year 2022-23 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 7 and the time spent by Independent Directors was in the range of 12 hours. The policy on Companys familiarization program for independent directors is hosted on the Companys website at http://www.comfortcommotrade.com/Investorrelation.

VI. Board and Committee Meetings:

During the financial year 2022-23, Four (4) Board Meetings and Ten (10) Committee Meetings were held. The Board has established following three Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee.

Further, the Company also has an Operations Committee to deal with the matters relating to frequent banking and day- to-day business affairs. The details of the Board and its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committee are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its committees were accepted by the Board.

12) AUDITORS

a. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, the Members of the Company at the 15th AGM held on September 29, 2022 had approved the appointment of M/s. Ankush Gupta & Associates, Chartered Accountants, (FRN: 149227W), as the Statutory Auditor of the Company for a period of 5 consecutive years to hold office from the conclusion of the 15th AGM till the conclusion of the 20th AGM to be held in 2027.

M/s. Ankush Gupta & Associates, Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2023 and have issued the Auditors Report thereon. The report provided by of the Statutory Auditor along with the notes is enclosed with the Financial Statements.

The Statutory Auditor has issued modified opinion on the Financial Statements for the Financial Year ended March 31, 2023 as mentioned below:

"The Company has not provided for the defined benefit obligation in the nature of gratuity based on the requirement of Ind AS 19 i.e, Employee Benefits which require defined benefits obligation to be recognized based on actuary valuation. In absence of the Actuary valuation report, we are unable to quantify the impact of the above on the net loss for the year and liability as on date."

Managements Explanation:

"The Management is in due process of quantifying the gratuity obligation of the Company based on the actuarial valuation the same will be completed in due course."

The Auditor has further commented that the Company has to obtain the actuarial valuation report to comply with the Accounting Standards.

Further, the Statutory Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act. Further, the Statutory Auditor was present at the last AGM.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2022-23 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The report of the Secretarial Auditor for the financial year 2022-23 is annexed as Annexure II to this Report. The report is self-explanatory and does not contain any qualification, reservation and adverse remarks for the financial year ended March 31, 2023.

Further, the Secretarial Auditor was present at the last AGM.

c. INTERNAL AUDITOR

M/s. ASHP & Co., Chartered Accountants, performed the duties of internal auditors of the Company for the financial year 2022-23 and their report is reviewed by the Audit committee from time to time.

d. COST AUDITOR

Provisions of Section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your Company.

13) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and as approved by the Nomination and Remuneration Committee and the Board. The policy is available at the website of the Company at web link at http://www.comfortcommotrade.com/Investorrelation. The detailed policy aspects are mentioned in Corporate Governance Report forming part of this Annual Report.

14) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into at an arms length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a

repetitive nature and entered into in the ordinary course of business and at arms length. All related party transactions are placed before the Audit Committee and Board of Directors for review and approval on quarterly basis.

There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report. Details of the Related Party Transactions are provided in the accompanying financial statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party(ies) and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/ Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

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

The said RPT policy and Report has been uploaded on the website of the Company and can be accessed at the following link: http://www.comfortcommotrade.com/Investorrelation.

15) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this 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 ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for any redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are made available on the Companys website at http://www.comfortcommotrade.com/Investorrelation.

During the financial year 2022-23, no cases under this mechanism were reported to the Company.

16) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH ACT"), your Company has put in place a Policy on Prevention of Sexual Harassment at Workplace.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment.

The Company has submitted Internal Committee Constitution Form and Annual Report for the calendar year 2022 as prescribed under the POSH Act.

The Company received no complaints pertaining to sexual harassment during the financial year 2022-23.

17) ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company for financial year 2022-23 is available on Companys website at http://www.comfortcommotrade.com/Investorrelation.

18) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting

standards have been followed and there are no material departures;

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

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. they have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2022-23.

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

Your Company had 11 employees as on March 31, 2023. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III and forms part of this Report.

21) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

22) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provision of Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of energy.

The Companys operations do not require significant import of technology.

23) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

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

Particulars

Year ended 31st march 2023 Year ended 31st march 2022

Foreign Exchange Used

Nil Nil

Foreign Exchange Earned

Nil Nil

24) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Corporate Social Responsibility ("CSR") initiatives and activities are aligning with the requirements of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Circulars, Notifications issued by MCA thereunder.

Pursuant to provisions of Section 135(5) of the Act, read with of the read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and MCA General Circular No. 14 /2021 dated August 25, 2021, during the financial year under review, the Company is required to spend at least two per cent of its average net profits made during the three immediately preceding financial years towards CSR.

Further, pursuant to provisions of Section 135(9) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and MCA General Circular No. 14/2021 dated August 25, 2021, where the amount required to be spent by a Company on CSR does not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee, in such cases, shall be discharged by the Board of Directors of the Company. The amount required to be spent by the Company on CSR during the financial year 2022-23 does not exceed fifty lakh rupees and accordingly, the Board of Directors of in their meeting held on August 12, 2022 dissolved the CSR Committee and thereafter all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.

During the financial year 2022-23, the Company has identified rural development projects as the focused area for its CSR activity(ies). The Company has also place in a CSR Policy as approved by the Board and the same is available on the Companys website at http://www.comfortcommotrade.com/Investorrelation.

Further, Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for the financial year 2022-23.

The Report on CSR Activities is annexed to this Report as Annexure IV.

25) BUSINESS RISK MANAGEMENT

Your Company has laid down Risk Management Policy to identify risks inherent in the business operations of the Company which provides guidelines to define, measure, report, control and mitigate the identified risks. An enterprise-wide risk management framework is applied so that effective management of risks can be done. Risk is an integral part of every employees job. The Audit Committee plays an important role in evaluation of the risk management systems. The Policy is devised for identification of elements of risks and procedures for reporting the same to the Board. The Board reviews the business plan at regular intervals and develops the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others.

26) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantee and investments covered under Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report.

27) WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Whole Time Director ("WTD") and Chief Financial Officer ("CFO") have certified to the Board about compliances by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended March 31, 2023 and the same forms part of this Annual Report.

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

During the financial year 2022-23, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.

29) SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).

30) GENERAL DISCLOSURE

• There has been no change in the nature of business of the Company;

• There was no revision in the financial statements;

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

• The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• The Company has not granted employee stock options as per the provisions of Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;

• During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014

• During the year under review, no funds were raised through preferential allotment or qualified institutional placement;

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

31) ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Companys performance and for enhancing its inherent strength.

Your directors also acknowledge with gratitude the encouragement and support extended by our valued members.

BY ORDER OF THE BOARD OF DIRECTORS OF

COMFORT COMMOTRADE LIMITED

Sd/-

Sd/-

RAJEEV PATHAK

APEKSHA KADAM

WHOLE-TIME DIRECTOR

CHAIRPERSON & DIRECTOR

& CHIEF FINANCIAL OFFICER

DIN: 08878724

DIN: 08497094

DATE: AUGUST 11, 2023

PLACE: MUMBAI