Directors Report of Comfort Fincap Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd 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 YEAR ENDED YEAR ENDED 31ST MARCH 2015 31ST MARCH 2014

Income from Operations 398.25 278.73

Profit Before Depreciation and Taxes 266.34 87.75

Less: Depreciation (1.76) (1.77)

Less : Provision for

(a) Income tax (56.76) (24.21)

(b) Deferred tax -- --

Income Tax paid of Earlier years 0.59 0.08

Provisions for Loans & Advances -

Profit for the Year 207.24 61.70

Add: Brought forward from last year 225.06 201.09

Distributable Profits 432.30 262.79

Appropriated as under:

Transfer to Special Reserve (41.45) (12.34)

Proposed Equity Dividend (21.70) (21.70)

Tax on Distributed Profits (4.34) (3.69)

Balance Carried Forward to 364.81 225.06 Balance sheet

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2014-15 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. 21,70,260/- (Rupees Twenty One Lakhs Seventy thousand Two Hundred and Sixty Only)

FINANCIAL HIGHLIGHTS:

* Income from operations stood at Rs. 398.25 lacs for fiscal 2015

* Profit before taxes for fiscal 2015 is Rs. 264.58 lacs

* Profit after taxes for fiscal 2015 is Rs. 207.24 lacs

* Basic earning per share for fiscal 2015 is Rs. 1.91 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 49 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.

Appointment of Key Managerial Personnel (KMPs)

Chief Financial Officer (CFO)

The Board of Directors of the Company at its meeting held on February 13, 2015, in terms of Section 203 of the Act had designated Ms. Nirmala Kanjar as the Chief Financial Officer of the Company

Appointment of Company Secretary & Compliance officer

The Board of Directors of the Company at its meeting held on February 13, 2015, in terms of Section 203 of the Act had appointed Ms. Kalpita Keluskar as Company Secretary & Compliance officer of the Company.

Board Evaluation

Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 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, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

(i) Details of Board Meetings held

During the year Seven Board Meetings and one independent directors' meeting were 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.

(ii) Constitution of Committees

The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Stakeholder Relationship Committee, the details of which have been mentioned in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of subsection (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 of 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 provision 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., 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

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as a measure of good corporate governance practice, the Board of Directors of the Company hereby appointed M/s. R M Mimani & Associates LLP, Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2014-2015. The report of the Secretarial Auditors is enclosed as Annexure 4 to this report.

(iii) Internal Auditor

M/S Pravin Chandak & Associates, Practicing Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time for 2014-15.

COMMENTS ON AUDITOR'S REPORT:

Statutory Auditor

As regards exposure norms of RBI for a single borrower, the limit has exceeded in case of one of the Borrower. The said exposure is secured which is more than sufficient to cover the entire amount due from the borrower and the management is confident of realizing these dues.

Secretarial Auditor:

As regards exposure norms of RBI for a single borrower, the limit has exceeded in case of one of the Borrower. However, provisioning norms of RBI has been followed. Also the said exposure is secured which is more than sufficient to cover the entire amount due from the borrower and the management is confident of realizing these dues.

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.

As regard to Securities and Exchange Board of India (SEBI) interim order dated December 19, 2014 passed under section 11 and 11 B has barred the Company and one of its promoters group from accessing the Capital Market. The Company has filed its reply with the SEBI with regard to above said order. The Hearing took place and final order yet to be awaited

COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 148 of the Companies Act, 2013.

Whistle Blower Policy / vigil Mechanism

The company has a vigil mechanism named 'Whistle Blower Policy' to deal with instances of fraud and mismanagement, if any. The Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the company's Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.comfortfincap.com/whistle blower policy.php

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were at an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a yearly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the company's website at http://www.comfortfincap.com/related party tran policy. php. Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 2 to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT9 is annexed herewith as Annexure 3.

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.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company's website www.comfortfincap.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading. The Board at its meeting held on 30th May 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www. comfortfincap.com.

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 of the Company and Directors during the year as follows:

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



1 Mr. Anil Agrawal Director Nil

2 Mr. Bharat Shiroya Managing Nil Director

3 *Mrs. Nirmala Kanjar Chief Financial Rs. 5,73,338/-

Officer (CFO)

4 **Ms. Kalpita Keluskar Company Rs. 89,323/- Secretary

Sr. Name of the Remuneration Increase/ Ratio/Times No Director/ KMP 2013-14 Decrease per median of employee remuneration

1 Mr. Anil Nil Nil Nil Agrawal 2 Mr. Bharat Nil Nil Nil Shiroya

3 *Mrs. Nirmala Rs. 4,60,409/- 1,12,929/- 2.21 Kanjar

4 **Ms. Kalpita - 89,323/- 0.34 Keluskar

* Mrs. Nirmala Kanjar has designated as Chief Financial officer (CFO) w.e.f 13th February, 2015

** Ms. Kalpita Keluskar has appointed as Company Secretary w.e.f 13th February, 2015 POSTAL BALLOT:

The board of Directors of the Company in its meeting held on June 15, 2015 approved the Postal ballot Notice for shifting of Registered Office of the Company from Kolkata, state of West Bengal to Mumbai, state of Maharashtra and consequential amendment in Clause II of the Memorandum of Association subject to approval of Shareholders. The Shareholders have given their approval for shifting of registered office of the Company and accordingly Special Resolution has been passed on July 25, 2015. Further proceedings are in process.

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.

BUSINESS RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits.

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 49 of the Listing agreement executed with the Stock Exchanges, 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 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES:

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 presently listed at BSE Ltd and Calcutta Stock Exchange Limited. The company is regular in payment of listing fee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information in accordance with the provisions Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

DISCLOSURE -SEXUAL HARASSMENT POLICY

The company has in place, an Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A Local Complaints Committee (LCC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2014-15:

Number of complaints received - Nil

Number of complaints disposed of - Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Securities and Exchange Board of India had passed an Ex-parte ad- interim order under sections 11(1), 11(4) and 11b of the Securities and Exchange Board of India Act, 1992 in the matter of First Financial Services ltd on 19/12/2014. In the said order SEBI has restricted Company for accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner, till further directions of SEBI. The Company has filed its reply with the SEBI with regard to above said order. The Hearing took place and final order yet to be awaited.

Except above no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, BSE Limited, Calcutta Stock Exchange 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:8th August, 2015 Chairman & Promoter Director

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Mar 31, 2014

To the Members of the Company,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2014. The financial results of the Company are summarized below:

FINANCIAL RESULTS: (Rs In Lacs)

PARTICULARS YEAR ENDED 31ST YEAR ENDED 31ST MARCH 2014 MARCH 2013

Income from Operations 279.68 998.41

Profit Before Depreciation and Taxes 87.75 148.48

Less: Depreciation (1.76) (2.38) Less : Provision for

(a) Income tax (24.20) (47.73)

(b) Deferred tax -- - Income Tax paid of Earlier years 0.08 0.73 Provisions for Loans & Advances - - Profit for the Year 61.70 99.09 Add: Brought forward from last year 201.09 185.29 Distributable Profits 262.79 284.39 Appropriated as under :

Transfer to Special Reserve (12.34) (19.82)

Proposed Equity Dividend (21.70) (54.25)

Tax on Distributed Profits (3.69) (9.22)

Balance Carried Forward to Balance sheet 225.06 201.09

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2013-14 on Equity Shares of Rs.10/- each at 0.20 paise per share equivalent to 2% aggregating to Rs. 21,70,260/- (Rupees Twenty One Lakhs Seventy thousand Two Hundred and Sixty Only)

FINANCIAL HIGHLIGHTS:

- Income from operations stood at Rs. 279.68 lacs for fiscal 2014

- Profit before taxes for fiscal 2014 is Rs. 85.99 lacs

- Profit after taxes for fiscal 2014 is Rs. 61.70 lacs

- Basic earning per share for fiscal 2014 was Rs. 0.57 per share

DIRECTORS:

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

Mr. Anil Kumar Nevatia and Mr. Sushil Jain, directors of the Company, are being appointed as independent directors for five consecutive years for a term upto the conclusion of the 37th Annual General Meeting of Company in the year 2019, as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

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.

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 judg- ments 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 2013-2014 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.

COMMENTS ON AUDITOR''S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

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. 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. 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 re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2013-14 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, 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 49 is annexed to the report on Corporate Governance.

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 presently listed at BSE Ltd and Calcutta Stock Exchange Limited. The company is regular in payment of listing fee.

DE-LISTING :

During the year your company was delisted from Delhi Stock Exchange Limited and U.P. Stock Exchange Limited voluntarily vide letter no. DSE/LIST/4384/28936/13798 dated 14th November 2013 with effect from 18th November 2013 from Delhi Stock Exchange Limited and letter bearing no. UPSE/2013-14/LD/Delisting/68 dated 24th September 2013 with effect from 27th September 2013 from U.P. Stock Exchange Limited.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits as on 31st March 2014 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.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2014 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, Reserve bank of India, BSE Limited, Calcutta Stock Exchange 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/- Sd/- Bharat Shiroya Anil Agrawal Managing Director Director

Place : Aamby Valley Dated: 02.08.2014

ANNEXURE-1 TO DIRECTORS'' REPORT:

ENERGY CONSERVATION : NA TECHNOLOGY OBSERVATION : NA

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Mar 31, 2013

To the Members of the Company,

The Directors have pleasure in presenting the 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 998.41 3948.76

Profit Before Depreciation and Taxes 148.48 84.69

Less: Depreciation (2.38) (1.18)

Less : Provision for

(a) Income tax (47.73) (25.00)

(b) Deferred tax (0.01)

Income Tax paid of Earlier years 0.73

Provisions for Loans & Advances

Profit for the Year 99.09 58.53

Add: Brought forward from last year 185.29 163.69

Distributable Profits 284.39 222.22

Appropriated as under :

Transfer to Special Reserve (19.82) (11.71)

Proposed Equity Dividend (54.25) (21.70)

Tax on Distributed Profits (9.22) (3.52)

Balance Carried Forward to Balance sheet 201.09 185.29

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2012-13 on Equity Shares of Rs.10/- each at 0.50 paise per share equivalent to 5% aggregating to Rs. 54,25,650/- (Rupees Fifty Four Lakhs Twenty five thousand Six Hundred and Fifty Only)

FINANCIAL HIGHLIGHTS:

- Income from operations stood at Rs. 998.41 lacs for fiscal 2013

- Profit before taxes for fiscal 2013 is Rs. 146.1 lacs

- Profit after taxes for fiscal 2013 is Rs. 99.09 lacs

- Basic earning per share for fiscal 2013 was Rs. 0.91 per share

DIRECTORS:

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

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. 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. 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 re-appointment.

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 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

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:

During the year your company got listed in Bombay Stock Exchange Limited with effect from 25th March 2013 through direct listing norms and are admitted to dealings under Group "B/S&P BSE SMALL CAP "SCRIPT CODE OF 535267 & SCRIPT ID "COMFINCAP" ON BSE.

The Equity Shares of the Company are also at presently listed with the Calcutta Stock Exchange Limited, Delhi Stock Exchange and Uttar Pradesh Stock Exchange Limited. The company is regular in payment of listing fee.

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, Reserve bank of India, Bombay Stock Exchange Limited, Calcutta Stock Exchange Limited, Delhi Stock Exchange Limited and Uttar Pradesh Stock Exchange 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/- Sd/- Place : Mumbai Bharat Shiroya ANIL AGRAWAL

Dated : 08.06.2013 Managing Director Director

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Mar 31, 2012

To the Members of the Company,

The Directors have pleasure in presenting the Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

YEAR ENDED 31ST YEAR ENDED 31ST PARTICULARS MARCH 2012 MARCH 2011

Income from Operations 3948.76 267.13

Profit Before Depreciation and Taxes 84.69 0.58

Less: Depreciation 1.18 0.01

Less : Provision for

(a) Income tax 25.00 -

(b) Deferred tax (0.01) 0.01

Income Tax paid of Earlier years - -

Provisions for Loans & Advances - -

Profit for the Year 58.53 0.56

Add: Brought forward from last year 163.69 163.24

Distributable Profits 222.22 163.80

Appropriated as under :

Transfer to Special Reserve (11.71) (0.11)

Proposed Equity Dividend (21.70) -

Tax on Distributed Profits (3.52) -

Balance Carried Forward to Balance sheet 185.29 163.69

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2011-12 on Equity Shares of Rs. 10/- each at 0.2 paise per share equivalent to 2% aggregating to Rs. 2,1 70,260/- (Rupees Twenty One Lakhs Seventy thousand Two Hundred and Sixty Only)

FINANCIAL HIGHLIGHTS:

- Income from operations stood at Rs. 3948.76 lacs for fiscal 2012

- Profit before taxes for fiscal 2012 is Rs. 83.51 lacs

- Profit after taxes for fiscal 2012 is Rs. 58.53 lacs

- Basic earning per share for fiscal 2012 was Rs. 0.57 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.

During the year Mr. Bharat Shiroya was appointed as Managing Director of the company w.e.f 1st October, 2011 and Mrs. Annu Agrawal resigned from the post of Director on 1st October, 2011.

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 2011-2012 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.

COMMENTS ON AUDITOR''S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

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. 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. 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 re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2011-12 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

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 Calcutta Stock Exchange Limited, Delhi Stock Exchange and Uttar Pradesh Stock Exchange Limited. The company is regular in payment of listing fee.

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.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

Your company has shifted its Registered Office from 8, Lyons Range, 5th Floor, Kolkata - 700001 to Premises No. 22, Block B, Northern Portion of Unit No. BG, Camac Street, Kolkata - 700 01 7 for more operational convenience with effect from 15th March, 2012.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, Calcutta Stock Exchange Limited, Delhi Stock Exchange Limited and Uttar Pradesh Stock Exchange 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.

Place : Kolkata FOR AND ON BEHALF OF THE BOARD

Dated: 21/07/2012

Sd/- Sd/-

Bharat Shiroya Anil Agrawal

Managing Director Director

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Mar 31, 2011

To the Members of the Company,

The Directors have pleasure in presenting the Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2011. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

Particulars Year Ended 31st Year Ended 31st March 2011 March 2010

Income from Operations 26852976 1924587

Profit Before Depreciation and Taxes 58285 1343126

Less: Depreciation (539) (155914)

Less : Provision for

(a) Income tax - (131937)

(b) Deferred tax (1003) -

Profit for the Year 56742 1055275

Add: Brought forward from last year 16323898 15479678

Balance available for Appropriated 16380640 16534953

Transfer to Special Reserve (11348) (211055)

Balance Carried Forward to Balance sheet 16369292 16323898

DIVIDEND:

No dividend has been declared by your directors during the financial year 2010-11 due to expansion of plan and your directors hope for the better results in the future.

FINANCIAL HIGHLIGHTS:

- Income from operations stood at Rs. 268.53 Lacs for fiscal 2011

- Profit before taxes for fiscal 2011 was Rs. 0.58 Lacs

- Profit after taxes for fiscal 2011 was Rs. 0.57 Lacs

- Basic Earning Per Share for fiscal 2011 was Rs. 0.05 per share

- Net Worth of company stood at Rs. 1585.80 Lacs as on March, 2011

DIRECTORS:

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

During the year Mr. Anil B Agrawal and Mrs. Annu Agrawal has been appointed on 7th February 2011 and Mr. Anil Kumar Nevatia and Mr. Sushil Jain has been appointed on 9th April 2011.

During the year Mr. Jugal Kishore Bagaria, Mr. Ganapat Ram Bhawsinghka and Mr. Girish Kumar Saraf has resigned as the Directors of the company.

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 state of affairs of the Company at the end of the financial year 2010-2011 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:

Your Board of Directors has recommended M/s Bansal Bansal & Co, Chartered Accountants, Mumbai as the statutory auditors of the company from the forthcoming Annual General Meeting for appointment as an Statutory Auditor of the Company in place of M/s S K S & Co., Chartered Accountants, Kolkata as they have given their resignation.

M/s Bansal Bansal & Co, Chartered Accountants have furnished the necessary certificate of their eligibility under Section 224 (1) (B) of the Companies Act, 1956.

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 Calcutta Stock Exchange Limited, Delhi Stock Exchange Limited and Uttar Pradesh Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2011 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.

TAKEOVER:

Your Company has been taken over by M/s. Luharuka Sales & Services Pvt. Ltd by giving an open offer to the Shareholders of the company in accordance with the SEBI (SAST) Regulations, 1997 and became the new promoter of the Company in the year 2011.

CORPORATE OFFICE:

As the company control and the management has been changed and the new management and promoters are situated in the state of Maharashtra. Therefore for the development in the business and to increase the operations of your Company has started the Corporate Office at 301, ‘A'' wing, Hetal Arch, Opp. Natraj Market, S.V.Road, Malad (W), Mumbai - 400064 by passing the resolution in the Board Meeting held on 7th February 2011.

PREFERENTIAL ALLOTMENT:

Your Company has already intimated you regarding the issue and allotment of 73,00,000 and 28,15,000 equity shares through the preferential allotment which was made on 14th March 2011 and 27th June 2011 respectively. Accordingly your Company''s paid up capital has now increased to 10,85,1300 equity shares of Rs. 10/- each.

INCREASE IN AUTHORISED CAPIAL OF THE COMPANY :

Your Company has already intimated and taken the approval from you regarding the increase in Authorised capital of the Company from Rs. 1 crore to 11 crores through the Extra Ordinary General Meeting held on 10th March 2011 and from 11 crores to 15 crores through the Extra Ordinary General Meeting held on 7th May 2011 and also received the necessary approvals from Registrar of Companies, Kolkata.

POSTAL BALLOTS:

Your Company has already informed you all, about the Postal Ballot held on 26th March, 2011 for alteration of other object Clause and for commencement of new business as per the Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

And also about the postal ballot held on 14th May 2011 for alteration of main object and for the change of name of the Company as per the Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

NAME CHANGE;

Your company name has been changed from Parasnath Textiles Limited to Comfort Fincap Limited through the postal ballot held on 14th May 2011 and received the new certificate of incorporation consequent to change of name from Registrar of Companies, Kolkata on 4th June 2011.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

Your Company has already intimated you regarding the change in control of the Company. Accordingly the new management has shifted the registered office from 17, Dover Road, 1st floor, Kolkata - 700017 to 8, Lyons Ranage, 5th floor, Kolkata - 700 001 for more operational convenience with effect from 14th May 2011.

FORMATION OF THE COMMITTEES AS PER CLAUSE - 49 OF THE LISTING AGREEMENT:

For good Corporate Governance your Company has formed the Audit Committee, Remuneration Committee and Shareholders Grievance Committee as per clause 49 of the Listing agreement on 9th April 2011.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges 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/-

Anil B Agrawal

Director

Place : Mumbai

Dated : 3.09.2011

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Mar 31, 2010

Dear Members,

The Directors enjoy the privilege of presenting the Annual Report on the operations of the Company along with Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULT AND WORKINGS:

The Profit & Loss Accounts shows a Net Profit before Tax of Rs. 12,06,941.85 against a Loss of Rs.48,640.46 during the last year. The Loss was mainly on account of sluggish share market during the year. However with the revival of the same, your directors feel that this year will be good for the Company. Net aggregate Profit of Rs.1,63,23,897.82 after adjustment has been carried to the next year.

DIVIDEND:

The Directors feel it appropriate to retain the accumulated profits for strengthening the resources of the Company and future generation of income, as such no dividend is proposed to be declared.

AUDITORS:

M/s. S.K.S. & Co., Chartered Accountants, retire as an auditor of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS:

Shri Girish Kumar Saraf, Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITIES STATEMENT:

The Board of Directors of the Company confirms:-

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgement 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 and of the Profit or Loss of the Company for that period;

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on a going concern basis.

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

Particulars of Conservation of Energy, Technology absorption are not applicable to the Company. There is no foreign exchange earnings/outgo during the year.

COMPLIANCE CERTIFICATE:

Your Directors have appointed a full time practising Company Secretary for issuance of compliance certificate for the year ended 31.03.2010 as required pursuant to the Section 383(A) of the Companies Act, 1956 and the compliance certificate is enclosed herewith.

EMPLOYEES'' PARTICULARS:

None of the employee was in receipt of remuneration of Rs.24.00 Lacs Per Annum or Rs.2.00 Lac Per month (where employed for part of the year) hence particulars of the employees, under Section 217(2A) of the Companies Act, 1956 is not required to be given.

By Order of the Board

(G.R. BHAWSINGHKA) (GIRISH K. SARAF)

Director Director

Dated: 28th May, 2010

17, Dover Road,

Kolkata-700 019.