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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Comfort Fincap Ltd.

Mar 31, 2025

Your Board of Directors present the 43^rd (Forty Third) Annual Report of Comfort Fincap Limited ("the Company"), detailing the business operations and performance of your Company, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1) FINANCIAL HIGHLIGHTS

The summary of Audited (Standalone and Consolidated) Financial performance of the Company, for the financial year ended March 31, 2025 is summarized as under:

(Rs. In lakh, except EPS)
Particulars	Standalone		Consolidated
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	1331.09	1173.23	1331.09	1173.23
Other Income	-18.27	222.72	-18.27	222.72
Total Revenue	1312.82	1395.95	1312.82	1395.95
Less: Total Expenditure	624.62	669.97	624.62	669.97
Profit before Tax	688.20	725.98	688.20	725.98
Les: Current Tax Expenses	217.92	153.15	217.92	153.15
Less: Deferred Tax	-23.66	58.26	-23.66	58.26
Less: Tax of earlier years	-15.91	-0.05	-15.91	-0.05
Profit for the year	509.85	514.62	509.85	514.62
Earnings Per Share (EPS)* - Basic	0.88	0.95	0.88	0.95
Earnings Per Share (EPS)* - Diluted	0.86	0.95	0.86	0.95
Closing balances in reserve/other equity:				(Rs. in lakh)
PARTICULARS			FY 2024-25	FY 2023-24
Special Reserve			806.65	704.68
Securities premium account			2,599.38	809.20
Retained Earnings			3,270.84	2,917.22
Other Comprehensive Income			(22.33)	(18.20)
Money received against Share Warrants			410.09	-
Total Reserves/ Other Equity			7,064.62	4,412.90

2) FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The consolidated and standalone financial statements of the Company for the year ended March 31, 2025 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Company''s total revenue from operations on consolidated basis has been increased to Rs. 1,331.09 lakh as compared to Rs. 1,173.23 lakh in the previous financial year. The net profit changed to Rs. 509.85 lakh as compared to Rs. 514.62 lakh in the previous financial year.

During the year under review, your Company''s total revenue from operations on standalone basis has been increased to Rs. 1331.09 lakh as compared to Rs. 1,173.23 lakh in the previous financial year. The net profit changed to Rs. 509.85 lakh as compared to Rs. 514.62 lakh in the previous financial year.

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

3) DIVIDEND

We remain firmly committed to ensuring that the benefits of our business progress contribute meaningfully to broader socioeconomic welfare. Our focus on equitable value distribution reflects this commitment. Steady operational performance, supported by a stable market environment has enabled us to deliver consistent financial results.

Also, RBI vide its circular dated 24 June 2021 (including any amendment thereof) has laid down a framework for declaration of dividend by NBFCs. Accordingly, the Board after taking into account various aspects and in compliance with the said circular, based on the Company''s financial performance for the fiscal year 2024-25 recommended Final Dividend of Rs. 0.10/- (Ten Paise Only) per equity share of face value of Rs. 02/- (Rupees Two Only) each equivalent to 5% on paid-up equity share capital of the Company for the financial year ended March 31, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The Company has not paid any Interim Dividend during the financial year under review.

Pursuant to the Finance Act, 2020, with effect from April 1, 2020, dividends are taxable in the hands of the shareholders. In compliance with the applicable provisions, the Company shall deduct tax at source on the dividend amount at the prescribed rates, inclusive of surcharge and cess.

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

Pursuant to Section 124(5) of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force), that the Company is required to transfer the amounts of unpaid dividend remaining unpaid and unclaimed for a continuous period of seven years from the date of transfer of such amount to Unpaid Dividend Account to the Investor Education and Protection Fund ("IEPF") Authority. Further, pursuant to section 124(6) of the Act read with the Rules requires that all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF Authority along with statement containing such details as may be prescribed.

During the year under review, the Company has transferred the unclaimed dividend of Rs. 3,91,518.80 (Rupees Three Lakh Ninety One Thousand Five Hundred Eighteen and Eighty paise) held in unpaid dividend account for the financial year 2016-17 and transferred 125 Equity Shares of Rs. 02/- each in respect of which dividend remaining unpaid/unclaimed for seven consecutive years to IEPF Authority.

Members who have not yet en-cashed their final dividends from financial year 2017-18 and thereafter are requested to make their claims to the Company/ Register and Share Transfer Agent ("RTA") of the Company. Members are requested to quote their folio numbers / DP ID - Client ID and PAN in all their correspondence.

No claim shall lie against the Company in respect of unpaid/ unclaimed dividend amount and the corresponding equity shares transferred to the IEPF and the same including all benefits accruing on such shares, if any, can be claimed from the IEPF Authority by making an application in Form No. IEPF-5 on the website www.mca.gov.in. sending a physical copy of the same, duly signed by them to the Nodal Officer of the Company, along with requisite documents enumerated in the e-Form No. IEPF-5 and following the procedure prescribed in the Rules, details of which are available on the website of the IEPF Authority and Ministry of Corporate Affairs.

5) SHARE CAPITALAUTHORIZED, ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the year under review, the Company has increase the Authorized Share Capital of the Company from Rs. 15,00,00,000 to Rs. 25,00,00,000. Consequently, the Capital Clause of the Memorandum of Association has altered after due approval of shareholders at the Annual General Meeting.

As on March 31, 2025, the issued, subscribed and paid-up share capital of the Company has increased from Rs. 10,85,13,000, divided into 5,42,56,500 equity shares of Rs. 2/- each to Rs. 15,96,61,000, divided into 7,98,30,500 equity shares of Rs. 2/- each, fully paid-up.

ISSUE AND ALLOTMENT OF SHARE WARRANTS

During the financial year under review, the Company has issued and allotted 4,38,00,000 share warrants, each convertible into one equity share of face value Rs. 2/- at an issue price of Rs. 9/- (including a premium of Rs. 7/-) to certain promoters and non-promoter investors on a preferential basis in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The total amount to be raised assuming full conversion of these warrants is Rs. 39.42 Cr.

The Company also received a request from some of the warrant holders for conversion of the warrants into equity shares in multiple tranches during the year, which resulted in an increase in the paid-up share capital of the Company. Amongst 4,38,00,000 share warrants, the Company has converted 2,55,74,000 warrants into equal number of equity shares.

Further, post the completion of financial year under review, the Company has further converted 76,76,000 warrants into equal number of equity shares. Accordingly, the paid-up share capital has increased from Rs. 15,96,61,000 to Rs. 17,50,13,000 as on date of this report.

Except as stated above, there was no other issue of shares by way of public issue, bonus issue or any other mode during the year under review.

6) TRANSFER TO RESERVES

In compliance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a minimum of 20% of their net profit to a Special Reserve. Accordingly, during the year under review, the Company has transferred an amount of Rs. 101.97 lakhs to the special Reserve Account. No amount has been proposed to be transferred to the General Reserve during the financial year.

7) LISTING WITH THE STOCK EXCHANGE(s)

The Company''s equity shares continue to be listed on BSE Limited (BSE). The Annual Listing Fees for the financial years 2024-25 and 2025-26 have been duly paid to the Stock Exchange.

The Company is in compliance with all applicable provisions of the SEBI Listing Regulations, 2015, and adheres to the prescribed corporate governance standards. Timely disclosures and compliances with respect to listing obligations are regularly monitored and reviewed by the management and the Board.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one Associate Company namely, Lemonade Shares & Securities Private Limited (CIN: U67100MH2010PTC205455) and has no other subsidiaries or joint venture within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2025. During the year, there has been no material change in the nature of the business of the Associate Company and no Company became or ceased to be subsidiary, associate company or joint venture.

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

9) DEPOSITS

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

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. We also confirm that there have been no other changes in the nature of the Company''s business.

11) MATERIAL DEVELOPMENTS IN THE COMPANY

The Company aims to strengthen its presence in the retail lending segment by extending its financial services to underserved and emerging customer segments. In line with this strategic objective, the Company has entered into a collaboration with Jetfinx Services LLP. This partnership is expected to significantly enhance the Company''s capability to serve a broader and more diverse customer base, with a particular focus on consumer durable financing.

By leveraging Jetfinx Services LLP''s domain expertise, digital infrastructure, and established distribution network, the Company seeks to deliver more inclusive, scalable, and accessible lending solutions. This initiative is aligned with

the Company''s vision of driving sustainable growth while deepening its footprint in the high-potential retail lending market, thereby creating long-term value for its stakeholders.

12) CORPORATE GOVERNANCE

Since its inception, the Company has placed strong emphasis on maintaining robust Corporate Governance as a core element of its business philosophy. It has established comprehensive systems and processes to ensure full compliance with applicable laws and regulatory requirements. These systems are not only adequate in scope but also effective in practice, supporting the Company''s commitment to transparency, accountability, and ethical conduct.

Effective Corporate Governance is integral to the Company''s ability to operate efficiently, manage risk prudently, and create long-term value for all stakeholders. Through the implementation of well-structured policies and procedures, the Board of Directors remains well-informed and empowered to discharge its responsibilities effectively. This strategic governance framework enables the Company to consistently meet its performance objectives while promoting sustainable growth and enhancing shareholder value.

In compliance with Regulation 34(3) read with Schedule V (e) of the SEBI Listing Regulations, 2015, a separate section detailing the Corporate Governance practices followed by the Company, along with a certificate from a Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

Furthermore, a certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company, as required under the SEBI Listing Regulations, is also annexed. This certificate confirms, among other things, the accuracy and integrity of the financial statements and cash flow statements, the adequacy of internal control systems, and appropriate disclosures to the Audit Committee.

13) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELI. Board of Directors

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

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

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

Details of Directors as on March 31, 2025:

Sr. No.	Name of Directors	DIN	Category
1	Mr. Ankur Agrawal	06408167	Executive Director, Chairperson
2	Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive - Independent Director
4	Mrs. Apeksha Kadam	08878724	Non-Executive - Non-Independent Woman Director

Changes in Directors:

i. Cessation/ Resignation:

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

ii. Director liable to appointment/ re-appointment:

During the year under review, Mr. Milin Ramani, Non-Executive - Independent Director of the Company had completed the first term of 5 years and on the recommendation of the Nomination and Remuneration committee, the Board at its meeting held on April 25, 2024 had approved the re-appointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from June 29, 2024 till June 28, 2029. Further, the shareholders of the Company at the 42^nd AGM of the Company had approved the appointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for the said term.

Further, there were no new appointments of Directors on the Board of the Company. The composition of the Board remained unchanged throughout the year.

The Company continues to comply with the provisions of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, 2015, with respect to the Board composition, including the presence of Independent Directors and Women Director.

iii. Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal (DIN: 06408167), Executive Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended reappointment of Mr. Ankur Agrawal. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 43^rd AGM which forms part of this Annual Report.

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

None of the directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance Report which forms part of this Annual Report.

II. Key Managerial Personnel (KMP)

The Key Managerial Personnel as on March 31, 2025 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Sr. No. Name of the KMP	Designation
1 Mr. Bharat Shiroya	Chief Executive Officer
2 Mrs. Nirmala Kanjar	Chief Financial Officer
3 Ms. Sneha Mandelia	Company Secretary & Compliance Officer
There were no changes in KMP during the year under review.

III. Director''s Evaluation

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

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

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

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on January 22, 2025, excluding the independent director being evaluated.

Further, in a separate meeting of Independent Directors held on January 22, 2025, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and they assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the other Executive and Non-Executive Directors.

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

IV. Declaration by Independent Directors

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

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

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

V. Familiarization program for Independent Directors:

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. Separate sessions are organized during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Company''s website at www.comfortfincap.com/investor-relations.

The familiarization program aims to provide the Independent Directors understanding with respect to their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted 1 program during the financial year 2024-25 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date are 9 and the time spent by Independent Directors is in the range of 16 hours. The policy on Company''s familiarization program for independent directors is hosted on the Company''s website at www.comfortfincap.com/investor-relations.

VI. Board and Committee Meetings

During the financial year 2024-25, Six (6) Board Meetings and Fourteen (14) Committee Meetings were held. The Board has established following three Committees in compliance with the requirements of the relevant provisions of Act and SEBI Listing Regulations:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee.

Further, the Company also has constituted Risk Management Committee pursuant to the requirements of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI Master Directions") and one (1) non-mandatory Committee, i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and all of its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

VII. Succession Plan

In order to ensure orderly succession of the Board of Directors and Senior Management and pursuant to the requirements of Regulation 17(4) of the SEBI Listing Regulations, your Company''s Board has adopted a policy on succession planning for the Board and Senior Management. The policy is available on the website of the Company at web link www.comfortfincap.com. The detailed policy aspects are also mentioned in the Corporate Governance Report forming part of this Annual Report.

14) AUDITORS

A. Statutory Auditor

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the Members of the Company at the 40^th AGM held on September 21, 2022 had approved the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W) as the Statutory Auditors of the Company for a further period of 5 consecutive years to hold office from the conclusion of the 40^th AGM till the conclusion of the 45^th AGM to be held in the year 2027.

M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2025 and have issued the Auditors'' Report thereon. The report provided by of the Statutory Auditor along with the notes is enclosed with the Financial Statements.

The Auditor''s Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Auditor of the Company have not reported any fraud as specified under Section 143(12) of the Act.

B. Secretarial Auditor

The role of the Secretarial Auditor inter-alia is to verify and ensure compliance with applicable laws, regulations, and corporate governance norms related to secretarial and procedural matters, providing assurance on compliance and adherence to regulatory requirements.

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules made thereunder, the Company had appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891) to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report in Form MR-3 for the said financial year is annexed herewith as Annexure -II which forms an integral part of this Report. The said report does not contain any qualification, reservation, or adverse remark.

Further, the Secretarial Auditor was present at the last AGM. Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

Pursuant to the amendment to Regulation 24A of SEBI Listing Regulations, vide notification dated December 12, 2024, every listed entity is mandated to appoint:

â¢ An individual as Secretarial Auditor for not more than one term of five consecutive years, or

â¢ A firm of Secretarial Auditors for not more than two terms of five consecutive years,

only if such auditor is a Peer Reviewed Company Secretary and has not incurred any disqualifications as specified by the Securities and Exchange Board of India.

Further, the said regulation mandates that such appointment from the Financial Year 2025-26 onwards shall be subject to approval of the Members by way of an Ordinary Resolution at the AGM.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 06, 2025, has approved the appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, at such remuneration as may be mutually agreed between the Board of Directors and the said Secretarial Auditor from time to time, subject to the approval of shareholders at the ensuing AGM for issuing Secretarial Audit Report and Annual Secretarial Compliance Report.

M/s. Mitesh J. Shah & Associates have consented to the said appointment, confirmed that they are a Peer Reviewed Firm of Practicing Company Secretaries, and further confirmed that they have not incurred any disqualification under the Companies Act, 2013 and the SEBI Listing Regulations for being appointed as Secretarial Auditors.

C. Internal Auditor

The role of the Internal Auditor inter-alia is to independently evaluate and improve the effectiveness of risk management, control, and governance processes, ensuring operational efficiency and compliance with internal policies and regulatory requirements.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai to perform the duties

of Internal Auditor of the Company for the financial year 2024-25 and their report is reviewed by the Audit committee from time to time.

D. Cost Auditor

Provisions of Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your company.

15) NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel, in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations which is as approved and duly governed by the Nomination and Remuneration Committee and the Board of Directors.

The Committee periodically reviews the composition of the Board to ensure an optimum balance in terms of size, skills, independence, knowledge, age, gender, and experience.

The Policy is available on the Company''s website at www.comfortfincap.com/investor-relations. Further, the details of the Policy are also provided in the Corporate Governance Report, forming part of this Annual Report.

16) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations").

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations.

Both the Codes are available on website of the Company at web link https://www.comfortfincap.com/investor-relations.

17) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at arm''s length basis and in the ordinary course of business. Prior omnibus approval of the member of Audit Committee who are Independent Directors is obtained for Related Party Transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee for review and approval on quarterly basis.

There were no material contracts or arrangements or transactions with related parties which falls under the scope of Section 188 (1) of the Act, therefore Form AOC-2 does not form part of this Report. Details of the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policy") which has been approved by the Audit Committee and Board of Directors respectively and is also reviewed and amended from time to time, subject to at least once in three years. The RPT policy provides for identification of related party and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing Regulations. The RPT policy has been uploaded on the website of the Company and can be accessed at the following link https://www. comfortfincap.com/investor-relations.

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 Exchanges.

18) WHISTLE BLOWER POLICY / VIGIL MECHANISM

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees and stakeholders to report concerns about unethical behaviour, misconduct, or illegal activities within the organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding the interests of all stakeholders and upholding ethical standards.

In compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company''s Vigil Mechanism/Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or

improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal.

Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are made available on the Company''s website at https://www.comfortfincap. com/investor-relations.

During the financial year 2024-25, no cases under this mechanism were reported to the Company and no personnel of the Company have been denied access to the Chairperson of the Audit Committee.

19) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

Further, an Internal Complaints Committee ("ICC") has been set up under the said Act to redress complaints received regarding sexual harassment.

The Details of sexual harassment complaints pending, received and disposed of during the year are covered in the Corporate Governance Report, which forms part of this Annual Report.

20) ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return of the Company for financial year 2024-25 is available on Company''s website at https://www.comfortfincap.com/investor-relations.

21) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of its knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

i. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

ii. The directors have selected and applied the accounting policies consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the 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.

v. The Company had followed the internal financial controls laid down by the directors and that such cost controls are adequate and were operating effectively;

vi. 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.

22) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2024-25.

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

Your Company had 11 employees as on March 31, 2025. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees

were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

24) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a robust system of internal controls designed to safeguard its assets against loss, unauthorized use, or disposition. These internal control mechanisms ensure that all transactions are duly authorized, accurately recorded, and appropriately reported to the management.

The Company adheres to all applicable Accounting Standards for the maintenance of its books of accounts and the preparation of financial statements. The internal audit function independently reviews and evaluates the adequacy and effectiveness of the internal control systems, in accordance with the policies and procedures approved by the Board.

The Company remains committed to continuously strengthening its internal control framework to ensure it remains appropriate and adequate, commensurate with the size and nature of its business operations.

25) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

The Company''s operations do not require significant import of technology.

26) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Total Foreign Exchange used and earned by the Company is as follows
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Foreign Exchange Used	Nil	Nil
Foreign Exchange Earned	Nil	Nil

27) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company''s Corporate Social Responsibility ("CSR") initiatives are in full compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and all applicable circulars and notifications issued thereunder.

For the financial year 2024-25, the amount required to be spent on CSR activities does not exceed 550.00 lakh. Accordingly, as permitted under the applicable regulatory framework, the responsibilities of the CSR Committee have been duly discharged and approved directly by the Board of Directors of the Company.

During the year, the Company identified rural development projects as its key focus area for CSR initiatives, with an objective to contribute meaningfully towards sustainable and inclusive community development. The implementation of these projects reflects the Company''s commitment to social responsibility and its belief in creating a positive societal impact.

The Company has formulated a comprehensive CSR Policy, which has been approved by the Board of Directors and is available on the Company''s website at: https://www.comfortfincap.com/investor-relations.

Further, the Chief Financial Officer has certified that the CSR funds disbursed during the financial year 2024-25 have been utilized solely for the purposes intended, and in strict accordance with the approvals granted by the Board.

The detailed report on CSR activities undertaken during the year, in the prescribed format, is annexed to this Report as Annexure IV.

28) BUSINESS RISK MANAGEMENT

Business risk management involves identifying, assessing, and mitigating potential threats and uncertainties that could impact the achievement of the company''s objectives and overall performance.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the Company on risk management is provided in this annual report in Management Discussion and Analysis.

Further, the Company has adopted a Risk Management Policy pursuant to Section 134(3)(n) of the Act and other applicable laws. The Policy, governed by the Risk Management Committee and the Board of Directors, outlines the structured framework of accountability and oversight, assigning responsibility for managing specific significant risks to designated managers across the organization. The Risk Management Committee plays a key role in assessing the effectiveness of the risk management systems. The policy is designed to identify key risk elements and establish procedures for reporting these to the Board. The Board periodically reviews the Company''s risk assessment and mitigation processes and formulates a Risk Management Strategy which includes the development of guiding principles for proactively identifying, analyzing, and mitigating material internal and external risks including, but not limited to, environmental, operational, financial, and business risks.

29) LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act with respect to loans, guarantees and investments. As such, the particulars of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the SEBI Listing Regulations, the particulars of loans / advances have been disclosed in the notes to financial statements.

30) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the financial year ended March 31, 2025 and the same forms part of this Annual Report.

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

During the financial year 2024-25, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.

32) SECRETARIAL STANDARDS

During the financial year under review, the Company has duly complied with the Secretarial Standard i.e. Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as mandated under Section 118(10) of the Act. These standards have been followed in both letter and spirit to ensure proper governance, transparency, and consistency in the conduct of Board and General Meetings.

33) CODE OF CONDUCT

Members of the board of directors and senior management personnel are expected to uphold the highest standards of integrity, transparency, and accountability in all their actions and decisions. They must comply with all applicable laws and regulations, avoid conflicts of interest, and promote a respectful and inclusive work environment.

The Company has formulated and adopted Code of Conduct for all members of the board of directors and senior management personnel which is available on the Company''s website at https://www.comfortfincap.com/investor-relations.

The Company has received confirmation from all members of the Board of Directors and Senior Management Personnel regarding compliance with the said Code of Conduct for the year under review. The declaration signed by Bharat Shiroya, Chief Executive Officer of the Company stating that the members of board of directors and senior management personnel have affirmed compliance with the Code of Conduct of board of directors and senior management personnel is annexed to the Corporate Governance Report which forms part of this Annual Report.

34) GENERAL DISCLOSURE

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

â¢ There was no revision in the financial statements;

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

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

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

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

â¢ During the year under review, the Company has not raised funds through qualified institutional placement.

â¢ The Company has complied with relevant guidelines as prescribed by Reserve Bank of India from time to time and filed necessary forms as required by the NBFCs;

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

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

â¢ During the year, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

35) ACKNOWLEDGEMENTS

The Board of Directors extends its sincere appreciation to all stakeholders, including financial institutions, banks,

government authorities, and business partners, for their continued support and cooperation during the year.

The Board also places on record its gratitude to the Company''s employees at all levels for their dedicated efforts

and valuable contributions to the Company''s overall performance and growth.

The Directors further acknowledge with appreciation the unwavering support and trust of the Company''s valued

shareholders.

Mar 31, 2024

Your directors are delighted to present the 42^nd (Forty Second) Annual Report of Comfort Fincap Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024.

The consolidated performance of the Company and its associate has been referred to whenever required.

1) FINANCIAL HIGHLIGHTS

The summary of Audited (Standalone and Consolidated) Financial performance of the Company, for the financial year ended March 31, 2024 is summarized as under:

(Rs. in lakh, except EPS)

PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	1,390.09	1,466.10	1,390.09	1,466.10
Operating Income	5.86	7.19	5.86	7.19
Total Revenue	1,395.95	1,473.28	1,395.95	1,473.28
Less: Total Expenditure	669.97	818.92	669.97	818.92
Profit before Tax	725.98	654.36	725.98	654.36
Less: Current Tax Expenses	153.15	168.75	153.15	168.75
Less: Deferred Tax	58.26	-0.82	58.26	-0.82
Less: Tax of earlier years	-0.05	0.81	-0.05	0.81
Add: Share of Profit/(Loss) of Associate	-	-	0.01	(0.00)
Profit for the year	514.62	485.62	514.63	485.62
Earnings Per Share (EPS) (Basic & Diluted)¹	0.95	0.90	0.95	0.90

*Note: Subsequent to quarter ended March 31, 2023, the equity shares of the Company were sub-divided such that each equity share having face value of Rs.10/- (Rupees Ten only) fully paid-up, was sub-divided into five (5) equity shares having face value of Rs. 2/- (Rupees Two only) each, fully paid-up with effect from May 05, 2023 (Record Date). Therefore, the Earnings Per Share (EPS) for the financial year ended March 31, 2023 have been restated to give effect of the share split.

2) FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Your Company is a Non-Banking Finance Company (NBFC) with a core emphasis focused on offering various financial services such as inter corporate loans, personal loans, loans against shares & securities, loans against properties, Mortgage Loans, Home Loans, trade financing, bills discounting and trading in shares and securities.

The consolidated and standalone financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Company''s total revenue from operations on consolidated basis has been decreased to Rs. 1,390.09 lakh as compared to Rs. 1,466.10 lakh in the previous financial year. While, the net profit increased to Rs. 514.63 lakh as compared to Rs. 485.62 lakh in the previous financial year.

During the year under review, your Company''s total revenue from operations on standalone basis has been decreased to Rs. 1,390.09 lakh as compared to Rs. 1,466.10 lakh in the previous financial year. While, the net profit increased to Rs. 514.62 lakh as compared to Rs. 485.62 lakh in the previous financial year.

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

3) DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 0.10/- per equity share of Rs. 02/- each, i.e. equivalent to 5% on the paid up equity share capital of the Company for the financial year ended March 31, 2024 at their Meeting held on August 02, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

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

Pursuant to Section 124(5) of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force), that the Company is required to transfer the amounts of unpaid dividend remaining unpaid and unclaimed for a continuous period of seven years from the date of transfer of such amount to Unclaimed Dividend Account to the Investor Education and Protection Fund ("IEPF") Authority. Further, pursuant to section 124(6) of the Act read with the Rules requires that all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF Authority along with statement containing such details as may be prescribed.

The Company transferred the unclaimed and unpaid dividend of the financial year 2015-16 from its Unclaimed Dividend Account to Investor Education and Protection Fund (hereinafter referred to as "IEPF") as on November 14, 2023. Further, all the shares in respect of which dividend remaining unpaid/unclaimed were transferred to IEPF Authority.

Those Members whose unclaimed and unpaid dividend from financial year 2015-16 or before & underlying shares are transferred to IEPF may claim the same from IEPF Authority.

5) SHARE CAPITAL

During the year under review, there has been no change in share capital of the Company. The issued, subscribed and paid-Sup Equity Share Capital of the Company as on March 31, 2024 was Rs. 10,85,13,000/- (Rupees Ten Crore Eighty-Five Lakh Thirteen Thousand only) divided into 5,42,56,500 Equity Shares of Rs. 02/- each.

Further;

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

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

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one Associate Company namely, Lemonade Shares & Securities Private Limited [CIN: U67100MH2010PTC205455] and has no other subsidiaries or joint venture within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2024. During the year, there has been no material change in the nature of the business of the Associate Company and no Company became or ceased to be subsidiary, associate company or joint venture.

9) DEPOSITS

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

10) MATERIAL CHANGES AFFECTING THE COMPANY

11) CORPORATE GOVERNANCE

From its inception, maintaining robust Corporate Governance has been central to the Company''s operations. The Company has implemented comprehensive systems to ensure compliance with all relevant provisions, ensuring these systems are both adequate and operational. Effective Corporate Governance plays a critical role in enabling the organization to function efficiently and ethically, thereby generating long-term wealth and delivering value to all stakeholders. Through the establishment of systems and procedures, the Company ensures that its Board of Directors remain well-informed and equipped to fulfill their responsibilities, thereby achieving performance objectives consistently. This strategic approach is crucial for fostering sustainable shareholder value in the long run.

Pursuant to Regulation 34(3) read with Schedule V (E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

Additionally, a certificate from the CEO and CFO of the Company, as per SEBI Listing Regulations, confirming, among other things, the accuracy of the financial statements and cash flow statements, adequacy of internal controls, and reporting to the Audit Committee, is also attached.

12) board of directors and key managerial personnel

I. Board of Directors

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

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

Following were the Directors as on March 31, 2024:

Sr. No.	Name of Directors	DIN	Category
1	Mr. Ankur Agrawal	06408167	Executive Director, Chairperson
2	Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive - Independent Director
4	Mrs. Apeksha Kadam	08878724	Non-Executive - Non-Independent Woman Director

a. Changes in Directors:

i. Cessation/ Resignation:

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

ii. Director liable to appointment/ re-appointment :

â¢ Re-appointment of Mr. Milin Ramani as a Non-Executive - Independent Director.

Mr. Milin Ramani (DIN: 07697636) will complete his first term of appointment as an Independent Director of the Company on June 28, 2024. Based on the recommendation of the Nomination and Remuneration committee, the Board at its meeting held on April 25, 2024 approved the reappointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from June 29, 2024 till June 28, 2029, subject to approval of the shareholders in ensuing AGM. Mr. Milin Ramani has confirmed that he meets the criteria of ''independence'' under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

The proposal for re-appointment of Mr. Milin Ramani as an Independent Director of the Company for a second term of five consecutive years is included in the Notice convening the 42^nd AGM of the Company along with the Explanatory Statement as required under Section 102 of the Act. Mr. Milin Ramani complies with the requirements of Stock Exchange circulars BSE/LIST /COMP /14/2018-19, dated June 20, 2018.None of the Directors are disqualified for being accounted as Director of the Company in terms of section 164 of the Act.

iii. Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mrs. Apeksha Kadam (DIN: 08878724), Non-Executive - NonIndependent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mrs. Apeksha Kadam. Brief profile of Mrs. Apeksha Kadam as required under Regulation 36 (3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 42^nd AGM which forms part of this Annual Report.

II. Key Managerial Personnel (KMP)

Following were the Key Managerial Personnel as on March 31, 2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the KMP	Designation
1	Mr. Bharat Shiroya	Chief Executive Officer
2	Mrs. Nirmala Kanjar	Chief Financial Officer
3	Ms. Sneha Mandelia	Company Secretary & Compliance Officer

There were no changes in KMP during the year under review.

III. Director''s Evaluation

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on January 20, 2024, excluding the independent director being evaluated.

In a separate meeting of Independent Directors held on January 20, 2024, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and they assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

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

IV. Declaration by Independent Directors:

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

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

V. Familiarization program for Independent Directors:

Details of the familiarization program on cumulative basis are available on the Company''s website at http://www.comfortfincap. com/Investorrelation. The familiarization program aims to provide the Independent Directors understanding with respect to their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted one program during the financial year 202324 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date are 7 and the time spent by Independent Directors is in the range of 12 hours. The policy on Company''s familiarization program for independent directors is hosted on the Company''s website at http://www.comfortfincap.com/Investorrelation.

VI. Board and Committee Meetings

During the financial year 2023-24, Four (4) Board Meetings and Ten (10) Committee Meetings were held. The Board has established following three Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee.

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

13) Auditors

a. Statutory Auditor

M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2024 and have issued the Auditors'' Report thereon. The report provided by of the Statutory Auditor along with the notes is enclosed with the Financial Statements.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2023-24 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The report of the Secretarial Auditor for the financial year 2023-24 is annexed as Annexure II to this Report. The report is self-explanatory and contains no qualification, reservation and adverse remarks for the financial year ended March 31, 2024.

c. Internal Auditor

M/s. ASHP & Co., Chartered Accountants, Mumbai performed the duties of internal auditors of the Company for the financial year 2023-24 and their report is reviewed by the Audit committee from time to time.

d. Cost Auditor

Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your company.

14) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and as approved by the Nomination and Remuneration Committee and the Board.

The policy is available on website of the Company at web link: https://www.comfortfincap.com/Investorrelation. The detailed policy aspects are mentioned in Corporate Governance Report forming part of this Annual Report.

15) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at arm''s length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee and Board of Directors for review and approval on quarterly basis.

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

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

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

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

16) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company''s Vigil Mechanism/Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

During the financial year 2023-24, no cases under this mechanism were reported to the Company.

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

17) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

Number of complaints received by the Committee during the Financial year 2023-24 : Nil

18) ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return of the Company for financial year 2023-24 is available on Company''s website at www.comfortfincap.com/ Investorrelation.

19) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

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

20) MANAGEMENT Discussion And ANALYSIS REPORT

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

Your Company had 9 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s 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.

23) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

The Company''s operations do not require significant import of technology.

24) FOREIGN ExCHANGE EARNINGS And OUTGO

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

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

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Foreign Exchange Used	Nil	Nil
Foreign Exchange Earned	Nil	Nil

25) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Corporate Social Responsibility ("CSR") initiatives and activities of the Company are aligning with requirements of Section 135 of the Act and Rules, Circulars, Notifications made/ issued thereunder.

The amount required to be spent by the Company on CSR during the financial year 2023-24 does not exceed fifty lakh rupees and accordingly all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.

During the financial year 2023-24, the Company has identified rural development projects as the focused area for its CSR activity(ies). The Company has also in place a CSR Policy as approved by the Board and the same is available on the Company''s website at http://www. comfortfincap.com/Investorrelation.

Further, Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for financial year 2023-24. The detailed CSR Report in prescribed form is annexed to this Report as Annexure IV.

26) RISK MANAGEMENT

Your Company has established a Risk Management Policy to systematically identify risks inherent in its business operations. This policy provides guidelines for defining, measuring, reporting, controlling, and mitigating identified risks. An enterprise-wide risk management framework is implemented to ensure effective risk management throughout the organization.

Risk management is considered an integral part of every employee''s role, emphasizing proactive identification and mitigation of risks. Both the Audit Committee and Risk Management Committee play crucial roles in evaluating the effectiveness of the risk management systems.

The Policy is designed to identify elements of risk and establish procedures for reporting these risks to the Board. The Board periodically reviews the business plan and develops a comprehensive Risk Management Strategy. This strategy encompasses guiding principles for proactive planning to identify, analyze, and mitigate all material risks, including those external and internal, such as Environmental, Business, Operational, Financial, and others.

27) LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the SEBI Listing Regulations, the particulars of loans / advances have been disclosed in the notes to financial statements.

28) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

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

During the financial year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.

30) SECRETARIAL STANDARDS

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

31) GENERAL DISCLOSURE

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

â¢ There was no revision in the financial statements;

â¢ The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.^ The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

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

â¢ During the year under review, no funds were raised through preferential allotment or qualified institutional placement.

â¢ The Company has complied with relevant guidelines as prescribed by Reserve Bank of India from time to time and filed necessary forms as required by the NBFC''s.

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

32) ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders

including financial institutions and banks, government authorities and other business associates who have extended their valuable

support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the

Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength.

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

For and on behalf of the Board of directors of

Comfort Fincap Limited

Sd/-

Ankur Agrawal

Chairperson and Director

Din: 06408167

Date: August 02, 2024.

Place: Mumbai

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

6) TRANSFER TO RESERVES

The Board of Directors has decided reinvest the entirety of the profit back into the business. Accordingly, the Company has not transferred any amount to the general reserves during the financial year ended March 31, 2024.The closing balance of the retained earnings of the Company for financial year 2023-24, after all appropriation and adjustments was Rs. 4415.91 lakhs.

7) LISTING WITH THE STOCK EXCHANGE(S)

The Company''s equity shares are listed on The BSE Limited. Accordingly, the Annual listing fees for the financial year 2023-24 and 2024-25 has been paid to the stock exchange.

Pursuant to sub-division/split of equity shares, the Company has been allotted new ISIN: INE274M01026 on May 04, 2023.

Furthermore, the Company has diligently adhered to and executed all necessary procedures to give effect to the Voluntary Delisting of its Equity Shares from Calcutta Stock Exchange Limited. The CSE Limited Approved Comfort Fincap Limited''s application for aforesaid action and equity shares were accordingly delisted with effect from February 01, 2024.

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

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 Â 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

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 Â 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

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

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, ÂA'' 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

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.

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