Comfort Intech Ltd Directors Report.

To the Members of the Company,

Your Directors are pleased to present the 26th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Consolidated and Standalone) for the financial year ended March 31, 2020. :

1. HIGHLIGHTS OF CONSOLIDATED AND STANDALONE FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars

Consolidated

Standalone

2019-20 2018-19 2019-20 2018-19
Total Revenue 8346.51 5426.96 8346.51 5426.96
Total Expenses 8356.78 5341.08 8356.78 5341.08
Profit/(loss) before tax -10.28 85.88 -10.28 85.88
Profit/(loss) after Tax -63 76.23 -63 76.23
Share of Profits/Loss of Associates (158.72) (64.38) - -
Other comprehensive income (310.03) (175.33) (300.02) (200.28)
Total comprehensive income (531.74) (163.47) (363.01) (124.05)
Earnings Per Share (EPS) -0.69 0.04 -0.20 0.24

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

On a Consolidated basis, the Company registered a revenue from operations of Rs. 8346.51 lakhs for the year ended March 31, 2020 as compared to Rs. 5426.96 lakhs in the previous financial year ended March 31, 2019. The Company registered a Loss of Rs. 531.74 lakhs for the year ended March 31, 2020 as compared to Rs.163.47 lakhs in the previous financial year ended March 31, 2019. Further details are included in notes to Accounts of Consolidated Financial Statement.

On a Standalone basis, the Company registered a revenue from operations of Rs. 8346.51 lakhs for the year ended March 31, 2020 as compared to 5426.96 lakhs in the previous financial year ended March 31, 2019. The Company registered a Loss of Rs. 363.01 lakhs for the year ended March 31, 2020 as compared to Rs. 124.05 lakhs in the previous financial year ended March 31, 2019. Further details are included in notes to Accounts of Standalone Financial Statement.

The Consolidated and Standalone Financial Statements of the Company for the year ended March 31, 2020 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of the Companies Act, 2013 and based on the Audited Financial Statements of its Associate Companies, which have been reviewed by the Statutory Auditors.

During the period under review the following events occurred which is likely to have impact of the operations of the Company:

Appellate Authority of NBFC Registration, Ministry of Finance, Government of India vide its order no. F.No.11/11/2014/BO-II/BOA-Vol-II dated February 14, 2019 has rejected the appeal filed by the Company against the order dated 28.09.2018 passed by the RBI, Mumbai for cancellation of Certificate of Registration of NBFC of Comfort Intech Limited. Further, Company had filed an Extra-Ordinary Writ Petition before the Honble High Court, Delhi against the above referred order of the Appellate Authority. On September 25, 2019, the Company had withdrawn the writ Petition in the High Court of Delhi at New Delhi, with liberty to approach to RBI for necessary relief. The Company is seeking further legal advice.

Company was restrained from accessing the securities market and further prohibition on buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of three years, from the date of the SEBI Order no. WTM/GM/EFD/1/2018-19 dated April 02, 2018 in matter of First Financial Services Ltd. Appeal was made before Securities Appellate Tribunal Mumbai and on September 27, 2019 SAT order was passed stating that the restraint order will come to end from the date of the order.

SEBI vide adjudicating order dated August 21, 2020, has imposed a penalty of Rupees One Crore in the matter of Ravi Kumar Distilleries Limited. The Company is in process of filing appeal with the Securities Appellate Tribunal against the same.

In accordance with the provisions of 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 web link http://www.comfortintech.com/Investorrelation. Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis, which forms part of this Annual report.

3. COVID-19 IMPACT

In the last month of financial year, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs for whole economic activity throughout the Country. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

During the ongoing COVID-19 pandemic, our offices have been fumigated / disinfected regularly. Work from home (WFH) has been enabled for a large number of employees; only for critical processes, a limited staff has worked at offices following all the guidelines prescribed by the relevant authorities. These guidelines included temperature checks at entry points, compulsory social distancing, wearing of masks, hand sanitiser stations, regular sanitisation of high-touch surfaces like table tops, mouse, keyboard, staircase railings, lift buttons etc.; re-arranging of canteen seats, assigning workstations in such a way that social distancing is observed even while working; providing pick-up and drop in sanitised vehicles, etc. Further, pursuant to SEBI Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2020/84 issued by the Securities and Exchange Board of India dated May 20, 2020, the Company has made Disclosure of material impact of COVID–19 pandemic to the Stock Exchange.

4. 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 any dividend on equity shares for the financial year 2019-20.

5. SHARE CAPITAL & LISTING

During the year under review, there have been no change in the share capital of the Company. The paid-up Equity Share Capital of the Company as on March 31, 2020 was Rs 31,99,38,080. 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 Yearn 2019-20.

6. LISTING WITH THE STOCK EXCHANGES

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

7. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

Pursuant to the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (including any statutory modification(s) and / or reenactment(s) thereof for the time being in force), during the year under review the unpaid/unclaimed dividend for the financial year 2011-12 and 31,499 shares for which no dividend was claimed for seven consecutive years were transferred to the IEPF Authority established by the Central Government. The list of shareholders whose shares and dividends were transferred to IEPF Authority is available on the website of the Company at www.comfortintech.com.

Further, the Members may note that the Company will be transferring unpaid/unclaimed dividend and the shares to the IEPF Authority for its Dividend Account of financial year 2012-13 which is due in October, 2020. The Company will be sending individual correspondence to respective shareholders and will be publishing newspaper advertisement for claiming the unpaid/unclaimed dividend in respect of which dividend has not been en-cashed or claimed by the members for 7 consecutive years or more. The shareholders are once again requested to claim their unpaid/unclaimed dividend to avoid the transfer to IEPF Authority .

Members who have not yet en-cashed their Final Dividends from financial year 2012-13 and 2013-14 and thereafter are requested to make their claims to the Company / RTA. Members are requested to quote folio numbers / DP ID – Client ID in all their correspondence.

8. 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. 6555.18 lakhs.

9. 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.

10. 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 Beniprasad Agrawal, Mr. Bharat Shiroya, Mrs. Annu AniI Agrawal and Mr. Jugal Thacker has resigned as Director of the Company w.e.f June 29, 2019 due SEBIs order dated March 12, 2019 (WTM/GM/ EFD/99/2018-19) witch stated that they shall not hold position as Director in any listed Company for the period of three year with 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.

11. THE MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report in terms of the provisions of Regulation 34 required with schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in enclosed as part of this report.

12. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

The Company does not have any Holding, Joint Venture or Subsidiary Company nor have any joint operations during the year under review but it has three Associate Companies, namely, Lemonade Shares and Securities Private Limited, Comfort Securities Limited and Liquors India Limited and pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the Financial Statements of all the associate companies and their contribution to overall performance of the Company are provided in Form AOC-1 which is annexed as Annexure 1 to the report.

13. MATERIAL SUBSIDIARY:

For the period under review, there are no material subsidiaries of the Company.

14. BOARD OF DIRECTORS / 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 as on March 31, 2020:

Sr. No. Name DIN Designation
1. Mr. Ankur Agrawal 06408167 Executive Director
2. Mr. Devendra Lal Thakur 00392511 Non-executive Independent Director
3. Mr. Milin Ramani 07697636 Non-executive Independent Director
4. Ms. Divya Padhiyar 08598655 Additional Director (Non-executive Independent Woman Director)

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

a. Change in Directors:

The Board of Directors of the Company at their Meeting held on June 29, 2019 have considered and approved the appointment of Mr. Ankur Agrawal and Mr. Milin Ramani as Additional Directors of the Company in the category of Non-Executive Non-Independent and Non-Executive Independent Director respectively w.e.f. June 29, 2019, which is approved and recommended by Nomination and Remuneration Committee. Further, at 25th Annual General Meeting, Mr. Ankur Agrawal and Mr. Milin Ramani were regularized as Non executive Non-Independent and Non-Executive Independent Directors respectively. The Company has received requisite declarations from them. There was change in designation of Ankur Agrawal w.e.f. October 23, 2019 as Executive Director.

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 there meeting held on October 22, 2019, appointed Ms. Divya Padhiyar (DIN: 08598655) as an Additional Woman Director with effect from October 30, 2019 to hold office up to the date of forthcoming Annual General Meeting.

Further, it is proposed to regularize her as 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.

The Board of Directors had accepted and noted the resignation of:

Sr. No. Name of Director DIN Designation Date of Resignation
1 Mr. Anilkumar Nevatia 00531183 Independent Director May 18, 2019
2 Mr. Anil Agrawal 00014413 Managing Director June 29, 2019
3 Mr. Bharat Shiroya 00014454 Whole Time Director June 29, 2019
4 Mrs. Annu Agrawal 00014487 Non-Executive Director June 29, 2019
5 Mr. Jugal Thacker 00015460 Independent Director June 29, 2019

The resignation of Mr. Anilkumar Nevatia as Independent Director was due to his personal and unavoidable circumstances. Further, resignation of Mr. Anil Agrawal, Mr. Bharat Shiroya, Mrs. Annu Agrawal and Mr. Jugal Thacker was due to SEBIs order dated March 12, 2019 (WTM/GM/EFD/99/2018-19). As per their resignation letters received to the Company there are no other material reasons for their resignations apart from the above stated reasons.

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

Sr Name Designation
No.
1. Mr. Pravin Naik Chief Financial Officer
2. Mr. Anil Agrawal Chief Executive Officer

b. Change in Key Managerial Personnels:

The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, considered and approved the appointment of Mr. Anil Beniprasad Agrawal as Chief Executive Officer (CEO) w.e.f. June 29, 2019.

Further, the Company has appointed Mr. Dhaval Chetan Shah as Company Secretary and Compliance Officer of the Company w.e.f. from May 20, 2019 and has resigned w.e.f January 18, 2020.

However, post financial year following changes took place in Key Managerial Personnels of the Company:

The Board of Directors of the Company, on recommendation of Nomination and remuneration Committee, appointed Mr. Hiren Valjibhai Gediya as Company Secretary and Compliance Officer of the Company w.e.f. from July 15, 2020.

The Board of Directors have accepted the resignation of Mr. Pravin Arjun Naik as Chief Financial Officer of the Company with effect from September 10, 2020.

The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, had considered and approved the appointment of Mr. Kailash Karanidan Purohit as Chief Financial Officer (CFO) w.e.f. September 10, 2020.

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 Companies Act, 2013. Further, the Company after due assessment took on record the necessary declaration received from the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and also in the opinion of the Board and as confirmed by the Director, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder. 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.

c. Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Anil Agrawal, Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meeting is provided in the Notice of the ensuing AGM. The Board recommends the same for the approval of shareholders.

d. Board Effectiveness:

I. 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 06, 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.

II. 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.

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

The Board has established following 4 Committees:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee; and

4) Corporate Social Responsibility 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.

15. 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 web link http://www.comfortintech.com/Investorrelation. The purpose of 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, 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.

16. RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions (‘RPT policy) which has been approved by the Board of Directors. The RPT policy provides for identification of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations. The said RPT policy has been uploaded on the website of the Company and can be accessed at the following link: http://www.comfortintech.com/Investorrelation.

All transactions executed by the Company during the financial year with related parties were on arms length basis and in 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 25th Annual 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 2018-19 and 2019-20. 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 said transactions were unanimously confirmed and approved by the Audit Committee as well as by the Board.

Pursuant to provisions of section 188 of the Company 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 interest of the Company; hence details are not required to be given under AOC-2.

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.

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

Your Company had 8 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 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 2 and forms part of this Report. Your Directors would like to record their appreciation of the efficient and loyal service rendered by the employees.

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has in place a Whistle Blower Policy (‘the Policy) which aims to set up a mechanism that enables employees to report about potentially illegal and/or unacceptable practices. It seeks to enable employees to report such practices without fear of victimisation and reprisal. The Policy aims to administer good governance practices in the Company and to ensure that serious concerns are properly raised and addressed.

The purpose of the Policy is to enable a person who observes an unethical practice to approach Chairman of Audit Committee without necessarily informing his/her supervisors and without revealing his/her identity, if he/she so chooses. 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 Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Act and the SEBI Listing Regulations. The details of establishment of the Whistle Blower Policy/vigil mechanism have been disclosed on the website of the Company at web link http://www.comfortintech.com/Investorrelation.

19. COMPLIANCE WITH SEXUAL HARRASEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company has not received any complaint of sexual harassment. No cases of child labour, forced labour and involuntary labour were reported during the year. Further, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20. AUDITORS

• STATUTORY AUDITORS

M/s. A. R. Sodha & Co. Chartered Accountants, (FRN 110324W), were appointed as Statutory Auditors of the Company for a period of 5 consecutive years till the conclusion of the 28th AGM, subject to ratification by members every year. Further, pursuant to the provisions Section 139 of the Act, and the Companies (Amendment) Act, 2018 effective from 7 May, 2018, the requirement of seeking ratification from the members for the continuation of reappointment of the Statutory Auditors has been withdrawn from the Statute.

M/s. A. R. Sodha & Co. Chartered Accountants, (FRN 110324W) has confirmed their eligibility and consent under Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 for their continuance as the Auditors of the Company for the financial year 2020–2021. In terms of the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Further, the report of the Statutory Auditors along with the notes is enclosed with the Financial Statements. 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 Under take the secretarial audit of the Company for the financial year 2020–21. The Secretarial Auditor Report for the financial year ended March 31, 2020, in the prescribed Form MR-3 is annexed as Annexure 3 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 delayed in transferring the amount of unpaid dividend of the financial year 2011-2012 to IEPF account, as required in pursuance to the provisions of section 125 of the Companies Act, 2013

(vi) 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.

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 KMP 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 had received request from the shareholders for the unpaid dividend. Accordingly, there was delay in transferring the amount to IEPF.

(vi) 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 Result. However, none of its Designated or connected persons has treaded in the securities of the Company from July 01, 2019 and October 01, 2019 till 48 hours after the declaration of result. 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.

Pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has also issued the "Annual Secretarial Compliance Report" for the F.Y. 2019-20 and the same was duly submitted to the stock exchange(s) in time

• INTERNAL AUDITOR

M/s. Siddhant Shah & Co., Practicing Chartered Accountant, 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 Auditor 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.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. 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. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013, and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement and confirm that -

(a) In the preparation of the Annual Financial Statements for the year ended March 31, 2020, the applicable accounting standards have been followed and there are no material departures.

(b) 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.

(c) The Director have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concerns basis.

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

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

23. CONSERVATION OF ENERGY AND TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy and Technology Absorption

The Company has optimization of power usage as well as higher operational efficiency. The Company is taking all possible measures to conserve energy. 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. 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) of the Companies (Accounts) Rules, 2014 are as under:

Particulars Year Ended Year Ended
31 March, 2020 31 March, 2019
Foreign Exchange Used 1,24,82,410 8,00,16,340
Foreign Exchange Earned - -

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the company has identified the following as the focus area for its CSR activity(ies) : Promoting Education, skill development and vocational training. The CSR Policy is hosted on the Companies website at www.comfortintech.com

The composition of the CSR Committee, CSR Policy and other required details are given in the Annual Report on CSR Activities annexed to this Report as Annexure 4.

25. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, 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.

26. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has adequate risk management mechanism and is periodically reviewed by the Board. The major risks identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risk are controlled to ensure that any residual risks are at an acceptable level. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. Further, your Company aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

27. 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.comfortintech.com/Investorrelation

28. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND THE SEBI LISTING REGULATIONS a. Extract of Annual Return:

As required under the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the extract of Annual Return in Form No. MGT-9 is annexed herewith as Annexure 5 to this Report. Is also available on the web site of the Company at www.comfortintech.com. b. Changes in the Nature of Business:

During the period under review, the Company vide the Postal Ballot Result dated March 02, 2019 altered the Main Object Clause of Memorandum of Association of the Company to facilitate Company to enter into new business areas of Liquors, Wines, Indian Made Foreign Liquor, Country Liquor, etc.

c. Compliance with Secretarial Standards on Board and General Meetings: During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors and on General Meetings, specified by the Institute of Company Secretaries of India.

d. Equity Shares with Differential Rights: Your Company has not issued any Equity Shares with differential rights as to dividend, voting or otherwise.

e. Disclosure on details of Loans, Guarantees and Investments made pursuant to the provisions of Section 186 of the

Companies Act, 2013, and Listing Regulations, 2015 are provided in the financial statements in this Annual Report.

f. Other Disclosures:

- No material fraud has been reported by the Auditors to the Audit Committee or the Board.

- The Company does not have any scheme or provision of money for the purchase of its own shares by trustees for employees benefit.

- There were no buy back of shares during the year under review

- The Company was charged a fine of Rs. 1,55,000/- under Regulation 17(1) of SEBI Listing Regulations, for Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint Woman Director. The Company has made payment and complied with the said regulation.

- During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations and legal compliances apart from the order of SAT Mumbai Order dated September 27, 2019 in matter of First Financial Services Ltd, SEBI Order dated March 12, 2019, withdrawal of the writ Petition by the Company in the High Court of Delhi at New Delhi, with liberty to approach to RBI for necessary relief and SEBI adjudicating order dated August 21, 2020 in the matter of Ravi Kumar Distilleries Limited mentioned elsewhere in the Report.

29. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Shareholders, Bankers, Financial Institutions, Investors, Regulatory Bodies and other business constituents during the year under review. Your Directors thank all our esteemed clients, associates, vendors and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. With continuous learning, skill upgradation and technology development Company will continue to provide world class professionalism and services to its clients, associates, vendors and contractors. Your Directors also wish to convey their sincere appreciation to all employees at all levels for their dedicated efforts and consistent contributions and co-operation extended and is confident that they will continue to contribute their best towards achieving still better performance in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF COMFORT INTECH LIMITED

SD/-
ANKUR AGRAWAL
DATE : SEPTEMBER 10, 2020 CHAIRMAN AND DIRECTOR
PLACE : MUMBAI DIN: 06408167