comfort commotrade ltd Directors report

To the Members of the Company,

Your directors have pleasure in presenting the 15th (Fifteenth) Annual Report of Comfort Commotrade Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (Consolidated and Standalone) for the Financial Year ended March 31, 2022.

1) FINANCIAL HIGHLIGHTS:

The summary of audited consolidated and standalone financial performance of the Company, for the financial year ended March 31, 2022 is summarized as under:

(Rs. in Lakh, Except EPS)

PARTICULARS	STANDALONE		CONSOLIDATED
	2021-2022	2020-2021	2021-2022	2020-2021
Revenue from Operations	15,134.15	7,891.12	15,143.14	7,923.50
Other operating Income	45.31	125.36	45.35	125.90
TotalIncome	15,179.47	8,016.48	15,188.50	8,049.41
TotalExpenditure	14,738.60	6,612.16	14,791.73	6,656.43
Profit before Tax	440.87	1,404.31	396.77	1,392.98
Current TaxExpenses	238.36	206.92	238.36	206.92
Deferred Tax	0.00	(0.39)	0.00	(0.39)
Taxof earlier years	0.00	4.08	0.00	4.08
Profit for the year	202.51	1,193.71	158.41	1,182.38
Earnings Per Share (EPS) (Basic & Diluted)	2.02	11.91	1.58	11.80

2) FINANCIAL PERFORMANCE

The Consolidated and Standalone Financial Statements of the Company for the year ended March 31, 2022 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditors.

During the year under review, your Companys total revenue from operations on consolidated basis increased to Rs. 15,143.14 lakh as compared to Rs. 7,923.50 lakh in the previous Financial Year. However, the net profit changed to Rs. 158.41 lakh as compared to Rs. 1,182.38 lakh in the previous Financial Year.

During the year under review, your Companys total revenue from operations on standalone basis increased to Rs. 15,134.15 lakh as compared to Rs. 7,891.12 lakh in the previous Financial Year. However, the net profit changed to Rs. 202.51 lakh as compared to Rs. 1,193.71 lakh in the previous Financial Year.

In accordance with the provisions contained in section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Consolidated and Standalone Financial Statements, Consolidated and Standalone Cash Flow Statement, Report of the Auditors, Directors Report, Corporate Governance Report thereon 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 Report ("MDAR"), which forms part of this Annual Report.

3) DIVIDEND

Based on the Companys financial performance for the year 2021-22 and inorder to conserve cash resources to face the future challenges, theBoard of Directors have not recommended any dividend on equity shares for the year ended on March 31, 2022.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to the section 124 and other applicable provisions of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (including any statutory modi cation(s) and / or re-enactment(s) thereof for the time being in force), the Company will be transferring the unclaimed and unpaid dividend of the Financial Year 2014-15 from its Unpaid Dividend Account to Investor Education and Protection Fund (hereinafter referred to as "IEPF") after October 07, 2022. Further, all the shares in respect of which dividend remaining unpaid/unclaimed shall also be transferred to IEPF Authority.

Members who have not yet en-cashed their Final Dividends from Financial Year 2014-15 and thereafter are requested to make their claims to the Company / RTA. Members are requested to quote folio numbers / DP ID Client IDin all their correspondence.

Members whose dividend/shares are transferred to IEPF may claim the same by making application to IEPF Authority in e-Form IEPF-5 as detailed on the website of the Ministry of Corporate A airs at the web- link: http://www.iepf.gov.in/IEPF/refund.html.

5) 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, 2022 was Rs.10,02,00,000/- (Rupees Ten Crore Two Lakh Only) divided into 1,00,20,000 equity shares of Rs. 10/- each. 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.

6) TRANSFER TO RESERVES

The amount of Rs. 202.51 lakhwas transferred to reserves during the year under review. The closing balance of the retained earnings of the Company for Financial Year 2021-2022, after all appropriation and adjustments was Rs. 1843.80 lakh.

7) LISTING WITH THE STOCK EXCHANGE

Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the Financial Year 2021-22 and 2022-23 has been paid to the stock exchange.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one Wholly Owned Subsidiary ("WOS") Company namely, Anjali Tradelink 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, 2022. During the year, there has been no material change in the nature of the business of the WOS Company and no Company became or ceased to be subsidiary, associate company or joint venture.

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

9) 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.

10) 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 con rmed that there has been no other change in the nature of business of the Company.

11) CORPORATE GOVERNANCE

Company has consciously adhered to the best standards of governance long before they were legally mandated. 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 report.

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 report.

12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Board of Directors

Following were the Directors as on March 31, 2022:

Sr. 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

Change in Directors:

(1) Cessation/ Resignation:

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

(2) Appointment/Re-appointment:

Appointment of Mrs. Apeksha Kadam as Non-Executive Non-Independent Director

Pursuant to sections 149, 152 and other applicable provisions, if any, of the Act, Regulation 17 of SEBI Listing Regulations and based on recommendation of the Nomination and Remuneration Committee and Board of Directors, respectively, Mrs. Apeksha Kadam (DIN: 08878724) who was appointed as an Additional Director on the Board with effect from February 12, 2021 was regularized as Non-Executive Non-Independent Director at 14 th AGM held on September 29, 2021.

(3) Director liable to retire by rotation:

Pursuant to provisions of section 152(6) of the Act, Mrs. Apeksha Kadam, Non - Executive Non-Independent Director, retires by rotation at the ensuing AGM and, being eligible offers herself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mrs. Apeksha Kadam. Brief profile of Mrs. Apeksha Kadam as required under Regulation 36 (3) of the SEBI Listing Regulations and SS-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 15 th AGM which forms part of this Annual Report.

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

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

II. Key Managerial Personnels (KMPs)

During the year under review, Ms. Dolly Karia has resigned as Company Secretary & Compliance Officer of the Company with effect from closure of working hours of November 10, 2021. The Board placed on record their appreciation for Ms. Dolly Karias services to the Company.

Further, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, had considered and approved the appointment of Mr. Sunny Ganatra as Company Secretary & Compliance Officer of the Company with effect from February 03, 2022.

Following were the Key Managerial Personnels as on March 31, 2022 pursuant to sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Name of the 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 the aim to improve the effectiveness of the Chairperson, the Board, their committees and individual director.

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 03, 2022, excluding the independent director being evaluated.

February 03, 2022, the performance In a separate meeting of Independent Directors held on evaluation of the Board as whole, Chairperson of the Companys and the Non-Independent Directors was evaluated and quantity and timeliness of flow of information assessed the quality, between the Company Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account

the views of the Executive Directors and Non-Executive Directors.

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

Pursuant to Regulation 17(4) of the SEBI Listing Regulations and as a part of the career planning of the core team of employees and for smooth succession planning, the Board of Directors at its meeting held on May 30, 2022, have approved & implemented Succession Policy.

Policy for performance evaluation and Succession Planning are available on the website of the Company at http://www.comfortcommotrade.com/Investorrelation.

IV. Declaration by Independent Directors:

The Company has received the necessary declarations from theIndependent 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 con rmed 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 in uence.

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 quali cations, 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. 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. During the Financial Year 2021-22, the independent directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act and SEBI Listing Regulations. The Company conducted 1 program during the Financial Year 2021-22 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 6 and the time spent by Independent Directors was in the range of 10 hours. The policy on Companys familiarization program for independent directors is hosted on the Companys website at http://www.comfortcommotrade.com/Investorrelation.

VI. Meeting of the Board and its Committees:

The Board has established following four 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; d. Corporate Social Responsibility Committee.

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.

During the Financial Year 2021-22, 4 (four) Board meetings were held. 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.

13) AUDITORS

a. STATUTORY AUDITOR

The Companys Statutory Auditors, M/s. Gupta Shyam & Co., Chartered Accountants (FRN 103450W), were appointed for a period of 5 consecutive years till the conclusion of the 15th AGM and therefore the term of officeof M/s. Gupta Shyam & Co., as Statutory Auditors of the Company will conclude at the ensuing 15th AGM of the Company.

Based on the recommendation of the Audit Committee, the Board in their meeting held on August 12, 2022 has considered the appointment of M/s. Ankush Gupta & Associates, Chartered Accountants (FRN 149227W) as the statutory auditors of the Company, for a term of 5 consecutive years, from the conclusion of the ensuing 15th AGM till the conclusion of the 20th AGM to be held in the year 2027, subject to the approval of shareholders of the Company in the AGM. The remuneration payable to the Statutory Auditors shall be determined by the Board based on the recommendation of the Audit Committee.

M/s. Ankush Gupta & Associates, Chartered Accountants (FRN 149227W) has con rmed their eligibility and independence criteria and gave consent under Sections 139 of the Act, read with Companies (Audit and Auditors) Rules, 2014 for their said appointment as the Statutory Auditors of the Company. In terms of the SEBI Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The report of the Statutory Auditors along with the notes for the Financial Year ended March 31, 2022 is enclosed with the Financial Statements.

The Statutory Auditors has issued modified opinion on the Financial Statements for the Financial Year ended March 31, 2022 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 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 profit for the year and liability as on date.

Managements Explanation:

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

Further, the Statutory Auditors of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, the Statutory Auditors 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 2021-22 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 2021-22 is annexed as Annexure 2 to this report. The report is self-explanatory and does not contain any quali cation, reservation and adverse remarks for the Financial Year ended March 31, 2022.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019, issued by the SEBI, the Company has obtained Annual Secretarial Compliance Report for the Financial Year ended March 31, 2022, from Practicing Company Secretaries on compliance of all applicable SEBI Regulations/circulars/ guidelines issued there under and the copy of the same has been submitted with the Stock Exchange within the prescribed time.

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

c. INTERNAL AUDITOR

M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai performed the duties of internal auditors of the Company for the Financial Year 2021-22 and their report is reviewed by the Audit committee from time to time. Further, the Board has appointed M/s. AHSP & Co. LLP, as the Internal Auditor of the Company for the F.Y. 2022-23 and M/s. RL Agrawal & Associates, as an Internal Auditors for Stock Broking Division of the Company for the F.Y. 2022-23.

d. 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 Act, read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.

14) 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 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: http://www.comfortcommotrade.com/Investorrelation. The purposeof the Remuneration 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 KMP & 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 a competitive advantage.

The policy inter-alia covers the Directors appointment and remuneration, Key Managerial Personnel and other seniormanagement appointment and remuneration.

15) CODE OF CONDUCT

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the Directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘Insider Trading Regulations).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance of cer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.

Designated persons have made annual disclosure to company as per requirements of Insider Trading Regulations and Companys Code of Conduct.

The Code is available on website of the Company at web link: http://www.comfortcommotrade.com/Investorrelation.

16) RELATED PARTY TRANSACTIONS

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 identi cation of related party 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 modi cation thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

During the year under review, all related party transactions entered into are 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 for review and approval of the Committee and to the Board for approval on quarterly basis.

Further, details of the material related party transactions under Section 188 (1) of the Act, required to be disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act is not applicable as the Company has not entered into any such transactions. Details on the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has led 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 accessedat the following link: http://www.comfortcommotrade.com/Investorrelation.

17) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In Compliance with Section 177(9) of the Act and Regulation 22 of 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 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 2021-22, no cases under this mechanism were reported to the Company.

18) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

Details with respect to number of complaints received pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

Particulars	Number
Number of complaints pending as on the beginning of the Financial Year 2021-22	0
Number of complaints led during of the Financial Year 2021-22	0
Number of complaints disposed of during of the Financial Year 2021-22	0
Number of complaints pending as on the end of the Financial Year2021-22	0

19) ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for Financial Year 2021-22 is available on Companys website at http://www.comfortcommotrade.com/Investorrelation.

20) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors con rm the following statements: i. In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standardshave 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 a airs 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 andother 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 nancialcontrols are adequate and operating effectively;

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

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations 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 2021-22.

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

Your Company had 12 employees as on March 31, 2022. The statement containing particulars of employees as required under Section 197(12) of the Act, 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.

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 3 and forms part of this report.

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

23) 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.

24) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO

A. Conservation of Energy and Technology Absorption:

The operations of your Company are not energy intensive and hence, disclosed pursuant to 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.

B. 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) ofthe Companies (Accounts) Rules, 2014 are as under:

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

Particulars		Year Ended 31 March, 2022	Year Ended 31 March, 2021
Foreign Exchange	Used	-	-
Foreign Exchange	Earned	-	-

25) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Corporate Social Responsibility ("CSR") initiatives and activities are aligned to the requirements of Section 135 of the Act and Rules made thereunder. Pursuant to provisions of 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 Companies Act, 2013 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 fty 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 F.Y. 2021-22 does not exceed fty 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 2021-22, 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: 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 Financial Year 2021-22. The Annual Report on CSR Activities is annexed to this Report as Annexure 4.

26) BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Act and Regulation 4 (2) (f) of SEBI Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risks identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view of the Company on risk management has been disclosed in the Management Discussion and Analysis Report, which is a part of this annual report.

27) 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.

28) WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Whole Time Director ("WTD") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the Financial Year ended March 31, 2022 and the same forms part of this Annual Report.

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

During the Financial Year 2021-22, 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.

30) SECRETARIAL STANDARDS

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

31) GENERAL DISCLOSURE

There has been no change in the nature of business of the Company; There was no revision in the financial statements;

During the year, your Company has not issued any sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014; The Company does not have any equity shares with differential rights; The Company has not issued any equity shares under section 62(1)(b) of the Act, 2013 to its employees; During the year under Report, no funds were raised through preferential allotment or qualified institutional placement; The Company has not failed to implement any corporate action during the year under review; The Company has not made any application during the year 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.

32) ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders clients, employees, shareholders, business partners, communities and regulators for achieving our long-term vision aligned with our stakeholders interests.

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 Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company and their families during the year.

The Directors deeply regret the losses su ered due to the Covid-19 pandemic and place on record their sincere appreciation to all the front-line workers and those who have gone beyond their duties in battling against the pandemic.

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 12, 2022
PLACE: MUMBAI