Directors Report of Comfort Commotrade Ltd.

Mar 31, 2015

To the Members of the Company,

The Directors have pleasure in presenting the Eighth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS STANDALONE STANDALONE CONSOLIDATED YEAR ENDED YEAR ENDED YEAR ENDED 31ST MARCH 2015 31ST MARCH 2014 31ST MARCH 2015

Income from Operations 22.68 22.81 68.15

Profit Before Depreciation and Taxes 111.70 66.26 140.67

Less: Depreciation 3.83 3.49 3.83

Less : Provision for

(a) Income tax 28.50 15.08 28.50

(b) Deferred tax (0.069) 0.62 (0.069)

Income Tax paid of Earlier years (2.30) 0.01 (2.30)

Profit for the Year 81.73 47.06 110.70

FINANCIAL HIGHLIGHTS:

STANDALONE:-

- Income from operations stood at Rs.22.68 Lacs for fiscal 2015

- Profit before Tax for fiscal 2015 is Rs. 107.86 Lacs

- Profit After Tax for fiscal 2015 is Rs. 81.73 Lacs

- Basic earning per share for fiscal 2015 is Rs. 0.82 per share

- Recommend Dividend for the financial year 2014-2015 on Equity Shares of Rs. 10/-each at Rs. 0.20/- paise per Equity Share equivalent to 2% of the paid-up capital of the company aggregating to Rs. 20,04,000/- (Twenty Lacs Four Thousand Rupees Only.)

CONSOLIDATED:-

- Income from operations stood at Rs. 68.15 Lacs for fiscal 2015

- Profit before Tax for fiscal 2015 is Rs. 136.83 Lacs

- Profit After Tax for fiscal 2015 is Rs. 110.70 Lacs

- Basic earning per share for fiscal 2015 is Rs. 1.10 per share

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mrs. Annu Agrawal, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 52 of Listing Agreement.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

(i) Board Evaluation

Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit and Shareholders / Investors Relations And Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

(ii) Details of Board Meetings held

During the year Four Board Meetings and one Independent Director Meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two meetings.

(iii) Constitution of Committees

The Board has constituted Audit Committee and a Shareholders / Investors Relations And Grievance Committee, the details of which have been mentioned in the Corporate Governance Report. Further, the nomination and remuneration committee has been constituted by the Board in the meeting held on 30th May, 2015.

DIVIDEND:

Your directors are pleased to recommend dividend for the financial year 2014-2015 on Equity Shares of Rs. 10/-each at Rs. 0.20/- paise per Equity Share equivalent to 2% of the paid-up capital of the company aggregating to Rs. 20,04,000/- (Twenty Lacs Four Thousand Rupees Only.)

SUBSIDIARY COMPANIES:

Your Company have two Wholly Owned Subsidiary Companies viz. Shyam Trade Link Pte. Ltd in Singapore incorporated as on 31st December, 2013 and Anjali Tradelink FZE in U.A.E. incorporated as on 28th January, 2014.

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure 1.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had 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 and loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care 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.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

AUDITORS:

(i) Statutory Auditor

The retiring auditors, namely M/s. Bansal Bansal & Co., Practicing Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1) (h) of the Listing Agreement. Members are requested to consider their reappointment.

(ii) Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. R M Mimani & Associates LLP, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report.

(iii) Internal Auditor

M/S Pravin Chandak & Associates., Practicing Chartered Accountants, Mumbai, performs the duties of internal auditors of the company and their report is reviewed by the Audit committee from time to time.

COMMENTS ON AUDITOR'S REPORT:

Secretarial Auditor:

With regards to Point No.(a) of the Secretarial Auditors report i.e The Company has given loans and advances in excess of the limit specified under section 186 of the Companies Act, 2013, The Directors took the note of the same and will obtain the required approval from the member of the Company in the forthcoming General meeting.

With regards to Point No.(b) of the Secretarial Auditors report i.e The Company not having appointed the Company Secretary as required under section 203 of the Companies Act, 2013, the Company has made suitable efforts for the recruitment of suitable candidate for the post of Company Secretary.

With regards to Point No.(c) of the Secretarial Auditors report i.e The Company has delayed in fling of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

With regards to Point No.(d) of the Secretarial Auditors report i.e The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement and will finalize the same as and when the policies are mandatorily applicable to the Company.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.comfortcommotrade.com/fles/whilstleblowers.pdf.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC -2 is enclosed as Annexure 3. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://www. comfortcommotrade.com/files/relatedpartytransactionpolicy.pdf.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT -9 is annexed herewith as Annexure 4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees and Directors of the Company is furnished hereunder:

Sr. Name of the Designation Remuneration Remuneration No Director/ KMP 2014-15 2013-14

1 Mr. Yogesh Bharti* CFO Rs 20000/- --

Name of the Director/KMP Increase/ Ratio/Times per Decrease median of employee remuneration

Mr Yogesh Bharti 20,000 0.41

* Mr. Yogesh Bharti was appointed as CFO with effect from 14th February, 2015.

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 Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

NOMINATION AND REMUNERATION COMMITTEE:

In pursuant to the provision of Section 178 of the Companies Act, 2013 it is mandatory to constitute Nomination & Remuneration Committee. Accordingly Board has constituted Nomination & Remuneration Committee in the Board meeting held on 30th May, 2015.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2014-15 and a detailed report on Corporate Governance, as required under Clause 52 of the Listing Agreement (BSE-SME) executed with the Stock Exchange, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 52 is annexed to the report on Corporate Governance.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March 2015 so as to attract the provisions of Chapter V of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time.

PARTICULARS OF EMPOLYEES UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014;

The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the SME Platform of BSE Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 34 of the Listing agreement (BSE-SME) and requirements of Companies Act, 2013, the Cash flow Statement for the year ended 31.03.2015 is annexed here to.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 5.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

A policy on sexual harassment of women at workplace has been drafted and approved by the Board in its meeting held on May 30, 2015. A Committee namely Internal Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following:-

Name of the Member Position

Mrs. Annu Agrawal Chairman

Mrs. Armina Norah Menezes Member

Ms. Natasha Fatehchandka Member

The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, MCX, NCDEX and BSE-SME Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, Co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

Sd/-

Place : Mumbai Anil Agrawal

Dated : 08.08.2015 Chairman & Whole Time Director

---

Mar 31, 2013

To the Members of the Company,

The Directors have pleasure in presenting the Sixth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2013. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED 31st YEAR ENDED 31st MARCH 2013 MARCH 2012

Income from Operations 44.51 55.01

Profit Before Depreciation and Taxes 24.83 30.95

Less: Depreciation 2.66 0.48

Less : Provision for

(a) Income tax 9.54 9.33

(b) Deferred tax 1.12 0.88

Income Tax paid of Earlier years 0.43

Profit for the Year 11.08 20.26



FINANCIAL HIGHLIGHTS:

- Income from operations stood at Rs.44.51 Lacs for fiscal 2013

- Proft before Tax for fiscal 2013 is Rs. 22.16 Lacs

- Proft After Tax for fiscal 2013 is Rs. 11.08 Lacs

- Basic earnings per share for fiscal 2013 was Rs. 0.15 per share DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Sushil Jain, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume and other details, as stipulated under the Listing Agreement (BSE-SME) for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have applied them consistently and made judgments and estimates that are 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 2012-2013 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. Members are requested to consider their re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. Members are requested to consider their re-appointment.

INITIAL PUBLIC OFFER:

During the year your Company raised Rs.6,00,00,000/- by way of Initial public Offer by issue of 60,00,000 shares of Rs. 10/- each at price of Rs. 10/- per share. The shares of your Company are listed on SME Platform of BSE Limited.

UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFER:

The statement of projected utilization of the Initial Public Offer proceeds as per Prospectus dated 16th August, 2012 against actual utilization as on 31st March, 2013 is as follows:

(Rs. in Lacs)

Proceeds of Initial Public Offer 600.00

Objects of the Initial Public Offer Proposed Utilization Actual Utilization of Initial Public Offer Initial Public Offer Proceeds 2012-2013

Expanding our business operations 660.00 467.02

Enhancement of margin money maintained with the exchanges 150.00 25.47

General corporate purpose 50.00 -

Issue Expenses 50.00 29.67

Total proposed utilisation of issue proceeds 910.00 -

Less: Internal Accruals 310.00 -

IPO funds 600.00 _

Total Deployment of Funds till 31st March,2013 - 522.16

Balance amount to be utilized lying in bank accounts or invested - 77.84 in liquid mutual fund

Interim Deployment of Unutilized funds : - 77.84 Invested in units of FMP''s or Liquid Mutual Funds

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2012-13 and a detailed report on Corporate Governance, as required under Clause 52 of the Listing agreement (BSE-SME) executed with the Stock Exchange, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 52 is annexed to the report on Corporate Governance.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March, 2013 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A):

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the SME Platform of BSE Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 34 of the Listing agreement (BSE-SME) and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2013 is annexed here to.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, MCX, NCDEX and BSE Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place : Mumbai ANIL AGRAWAL

Dated : 17.08.2013 WHOLE TIME DIRECTOR