TO
THE MEMBERS OF COMFORT INTECH LIMITED,
Your Board of Directors are pleased to present the 31st (Thirty First)
Annual Report of Comfort Intech Limited ("the Company") together with the
Audited Financial Statements (Standalone and Consolidated), for the Financial Year ended
March 31, 2025.
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:
(` in lakh, except EPS)
|
Standalone |
Consolidated |
| Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
17,592.00 |
18,272.16 |
18,233.71 |
18,385.65 |
| Other Income |
379.45 |
378.93 |
388.07 |
384.82 |
Total Income |
17,971.45 |
18,651.09 |
18,621.78 |
18,770.48 |
Total Expenditure |
16,983.11 |
17,683.72 |
17,601.10 |
17,858.43 |
Profit before Tax |
988.34 |
967.37 |
1,020.68 |
912.05 |
| Current Tax Expenses |
215.40 |
205.85 |
215.40 |
205.85 |
| Deferred Tax |
(17.46) |
50.82 |
(5.25) |
44.79 |
| Tax of earlier years |
0.22 |
(6.91) |
0.22 |
(6.91) |
| Share of Profit/ (Loss) of Associate |
- |
- |
340.37 |
1,040.06 |
Profit for the Year |
790.19 |
717.62 |
1,150.68 |
1,708.39 |
| Other comprehensive income/(loss) |
414.43 |
1750.58 |
413.65 |
1,755.15 |
Total comprehensive income/(loss) for the
year |
1,204.62 |
2,468.20 |
1,564.33 |
3,463.53 |
Earnings Per Share (EPS) (Basic &
Diluted) |
0.25 |
0.22 |
0.35 |
0.54 |
2) FINANCIAL PERFORMANCE
The standalone and consolidated financial statements of the Company for
the year ended March 31, 2025 have been prepared in accordance with Indian Accounting
Standards (IND-AS), as per 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"). The financial statements have been
reviewed by the Statutory Auditor of the Company.
During the year under review, your Company's total revenue from
operations on a standalone basis has changed to ` 17,592.00 lakh as compared to `
18,272.16 lakh in the previous financial year. However, the Net profit has increased to `
790.19 lakh as compared to ` 717.62 lakh in the previous financial year. During the year
under review, your Company's total revenue from operations on consolidated basis has
changed to ` 18,233.71 lakh as compared to ` 18,385.65 lakh in the previous financial
year. Further, the Net profit (along with share of associate companies) changed to `
1,150.68 lakh as compared to ` 1,708.39 lakh in the previous financial year. In accordance
with Ind AS 108, the Company has disclosed the segment information in the statement of
audited standalone and consolidated financial statements.
3) DIVIDEND
The Board of Directors has recommended a final dividend of ` 0.07/- per
equity share of Re. 1/- each, i.e., equivalent to 7% on the paid up equity share capital
of the Company for the financial year ended March 31, 2025 at its Meeting held on May 20,
2025 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 Act read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(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.
The Company transferred the unclaimed and unpaid dividend amount of `
1,31,174/- for the financial year 2016-17 from its Unclaimed Dividend Account to Investor
Education and Protection Fund (hereinafter referred to as "IEPF") on November
08, 2024. Further, 4,08,650 number of equity shares which were underlying such dividend
amounts remaining unclaimed and unpaid were also transferred to IEPF Authority. Those
Members whose unclaimed and unpaid dividend amounts from financial year 2016-17 or before
& underlying shares are transferred to IEPF may claim the same from IEPF Authority.
Further, members who have not yet en-cashed their final dividends from
financial year 2017-18 are requested to make their claims to the Company/ Register and
Share Transfer Agent ("RTA") of the Company on or before Tuesday, October 07,
2025. Members are requested to quote their folio numbers / DP ID – Client ID and
PAN in all their correspondence.
Subsequent to the aforesaid date, the Company shall proceed to transfer
final dividends from financial year 2017-18 and underlying equity shares to IEPF by
following applicable law.
No claim shall lie against the Company in respect of unpaid/
unclaimed dividend amount and the underlying equity shares transferred to the IEPF
including all the benefits accruing on such shares, if any and same can be claimed from
the IEPF Authority by making an application in Form No. IEPF-5 and after following the
procedure prescribed in the Rules, details of which are available on the website of the
IEPF Authority www.iepf.gov.in.
5) SHARE CAPITAL
The authorised equity share capital of your Company as on March 31,
2025 was ` 45,00,00,000 (Rupees Forty Five Crore only) divided into 45,00,00,000 equity
shares of Re. 1/- each, issued & subscribed share capital of the Company was
31,99,71,540/- and paid-up equity share capital of the Company as on March 31, 2025
was ` 31,99,38,080/- (Rupees Thirty-One Crore Ninety-Nine Lakh Thirty-Eight Thousand and
Eighty only) divided into 31,99,38,080 equity shares of Re. 1/- each.
Further;
The Authorised Share Capital of the Company has increased from `
40,00,00,000 to ` 45,00,00,00
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; 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; 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; There
was no instance of issue of shares by any other mode during the year under review.
6) TRANSFER TO RESERVES
In the year under review, the Board of Directors has decided to plough
back the entire amount of profit in the business of the Company. Accordingly, your Company
has not transferred any amount to general reserves during the Financial Year. The closing
balance of the retained earnings of the Company for Financial Year 2024-2025, after all
appropriation and adjustments, stood at ` 4208.98 lakh.
7) LISTING WITH THE STOCK EXCHANGE
Your Company's equity shares are currently listed on BSE Limited.
Accordingly, the Annual listing fees for the financial year 2025-26 has been paid to the
said stock exchange.
During the financial year under review, the Board of Directors of your
Company, at their meeting held on January 22, 2025 inter-alia approved the listing of its
existing equity shares on National Stock Exchange. Accordingly, your Company has made an
application for the same.
Further, your Company was classified among top 2000 listed Companies on
BSE Limited based on Market Capitalization as on March 31, 2024 and your company continued
to maintain such position as on March 31, 2025.
8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on March 31, 2025, pursuant to section 2(6) and 2(87) of the
Act, your Company has
• One (1) Subsidiary Company namely, Liquors India Limited,
• Two (2) Associate Companies namely,
Lemonade Shares & Securities Private Limited and Comfort Securities
Limited.
Further, the Company has no joint venture within the meaning of section
2(6) of the Act.
An Overview of Subsidiary and Associate Companies is as under:
• LIQUORS INDIA LIMITED
Liquors India Limited (LIL) is a public limited company incorporated in
the year 1975 and its registered office is situated in Hyderabad. It became a subsidiary
of your Company with effect from January 20, 2024. Prior to this, LIL was regarded as an
Associate Entity of your Company. LIL operates primarily in the alcoholic beverages
sector, specializing in the manufacturing, bottling, and distribution of Indian Made
Foreign Liquor (IMFL) across the state of telengana.
As a subsidiary, LIL contributes to the diversified portfolio of CIL,
enhancing the group's presence in the alcoholic beverages sector while adhering to
governance and regulatory compliance standards.
• LEMONADE SHARE & SECURITIES PRIVATE LIMITED
Lemonade Share & Securities Private Limited ("LSSPL") is
a private limited company incorporated in the year 2010 and its registered office is
situated in Mumbai. LSSPL is engaged in the activities related to financial sector.
As an associate of CIL, LSSPL, together with other group companies,
contributes to the presence in the financial and capital markets.
• COMFORT SECURITIES LIMITED:
Comfort Securities Limited ("CSL"), a key entity within the
Comfort Group, is a public limited company incorporated in the year 2002 and its
registered office is situated in Mumbai. CSL is primarily engaged in business related to
the capital market and is a SEBI-registered Merchant Banker, Stock Broker, a member of BSE
Limited, National Stock Exchange Limited, and Depository Participant with Central
Depository Services (India) Limited.
CSL offers a wide array of services including equity and derivatives
trading, commodities, mutual funds, margin funding, depository services, merchant banking,
etc. serving over 10,000 clients and strives to expand its presence through digital
platforms and a robust partner network.
Further, there has been no material changes in the nature of the
business of the Subsidiary and Associate Companies during the year under review and no
Company became or ceased to be a Subsidiary or Associate Company of your company.
Pursuant to section 129(3) of the Companies Act 2013, a statement
containing the salient features of the financial statements of the Subsidiary and
Associate companies, in the prescribed Form AOC-1 is annexed as "Annexure I"
to this Report.
9) DEPOSITS
Your Company has not accepted any public deposits within the meaning of
Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposit) Rules, 2014 and no amount in respect of the principal or interest on deposits 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 the end of the financial year and the date of this report.
It is hereby confirmed that there has been no change in the nature of business of the
Company.
11) CORPORATE GOVERNANCE
The Company has established adequate systems to ensure compliance with
all the applicable provisions and that such systems are operating effectively. Pursuant to
Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, a separate section on Corporate Governance practices followed
by the Company, together with a declaration with respect to the compliance with the Code
of Conduct duly signed by the Chief Executive Officer and a Certificate from Practicing
Company Secretary confirming compliance, forms an integral part of this Annual Report.
12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL'S
Board of Directors
The Board of Directors serves as the highest governing body appointed
by the shareholders to oversee the overall operations of the Company. Its primary
responsibilities include providing strategic direction, ensuring regulatory compliance,
managing risks efficiently, and protecting stakeholder interests while fostering
long-term, sustainable growth. The Board comprises professionals with diverse expertise
across various fields. The responsibility for handling the Company's daily operations
lies with the senior management team.
As of March 31, 2025, the Company's Board consisted six (6)
members, including one (1) Non – Executive Non- Independent Director, four (4)
Independent Directors and one (1) Executive Woman Director.
Details regarding the composition of the Board and its Committees, the
tenure of Directors, and other relevant information are provided in the Corporate
Governance Report, which forms part of this Annual Report.
The composition of the Board of Directors is in compliance with Section
149 of the Act and Regulation 17 of the SEBI Listing Regulations.
In compliance with SEBI Listing Regulations, the Board has identified
the key skills, expertise, and core competencies required in the context of the
Company's business to ensure effective governance. These attributes, as possessed by
the Directors, are also outlined in the Corporate Governance Report forming part of this
Report.
Details of Board of Directors as on March 31, 2025 are as follows:
| Sr. No. |
Name of the Directors |
DIN |
Category |
| 1 |
Mr. Ankur Agrawal |
06408167 |
Non-Executive-Non-IndependentDirector,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 |
Executive Woman Director |
| 5 |
Mr. Hiten Sanmukhlal Shah |
02185059 |
Non-Executive - Independent Director |
| 6 |
Mr. Vibhor Kala |
05214038 |
Non-Executive - Independent Director |
a. Changes in Directors:
(1) Appointment/Re-appointment:
At the Thirtieth (30th) AGM of the Company held on August 23, 2024, the
shareholders, on the basis of recommendation of the Nomination and Remuneration Committee
and the Board, have considered and approved the following:
- Appointment of Mr. Hiten Shah (DIN: 02185059) as a Non-Executive
Independent Director of the Company, not liable to retire by rotation, for a term of five
years commencing from March 28, 2024 to March 27, 2029;
- Appointment of Mr. Vibhor Kala (DIN: 05214038) as a Non-Executive
Independent Director of the Company, not liable to retire by rotation, for a term of five
years commencing from March 28, 2024 to March 27, 2029;
- Re-appointment of Mr. Milin Ramani (DIN: 07697636), as Non-Executive
Independent Director on the Board for second term of 5 consecutive years with effect from
June 29, 2024 till June 28, 2029.
In the opinion of the Board, Mr. Hiten Shah, Mr. Vibhor Kala and Mr.
Milin Ramani are a person of integrity and fulfils requisite conditions as per applicable
laws and are independent of the management of the company.
(2) Cessation/ Resignation:
During the year under review, there was no instance of Cessation/
Resignation of any of the Directors of the Company.
(3) Director liable to retire by rotation
Pursuant to the provisions of section 152(6) of the Act, Mr. Ankur Anil
Agrawal, Non-Executive – Non-Independent Director, is liable to retires by rotation
at the ensuing AGM and being eligible, has offered himself for re-appointment. The
Nomination and Remuneration Committee and Board have recommended re-appointment of Mr.
Ankur Anil Agrawal.
Brief resume, nature of expertise, disclosure of relationship between
directors inter-se, details of directorships and committee membership held in other
companies of the Director proposed to be reappointed, along with his shareholding in the
company, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing
Regulations, is appended to the Notice of the ensuing AGM.
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 and reimbursement of expenses, if any incurred by them for the purpose of
attending meetings of the Board / Committees of the Company. b. Non-Disqualification of
Directors
None of the Directors of the Company are disqualified from being
appointed or continuing as Directors in terms of Section 164 of the Act, read with Rule
14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The
Company has received the requisite declarations from all the Directors confirming
compliance with the provisions of the Act and the SEBI Listing Regulations.
Further, a certificate from the Secretarial Auditor confirming that
none of the Directors of the Company have been disqualified from being appointed or
continuing as Directors has been obtained and annexed to Corporate Governance Report which
forms part of this Annual Report.
Key Managerial Personnel
During the financial year under review, following changes occurred in
Key Managerial Personnel of the Company: During the year, Mrs. Nidhi Grover has tendered
her resignation from the position of Company Secretary and Compliance Officer of the
Company with effect from the close of business hours on August 31, 2024, Subsequently,
Mrs. Rachna Hinger was appointed as the Company Secretary and Compliance Officer of the
Company, with effect from November 28, 2024.
Following were 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:
Sr. No. |
Name of the KMP |
Designation |
| 1. |
Mr. Anil Agrawal |
Chief Executive Officer |
| 2. |
Mr. Kailash Purohit |
Chief Financial Officer |
| 3. |
Mr. Rachana Hinger |
Company Secretary & Compliance Officer |
Further, subsequent to the end of the financial year under review, Mrs.
Rachana Hinger resigned from the position of Company Secretary and Compliance Officer of
the Company, with effect from the close of business hours on May 20, 2025.
Accordingly, based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors approved the appointment of Mr. Omkar M.
Mistry as the Company Secretary and Compliance Officer of the Company, with effect from
May 21, 2025.
Director's Evaluation
In accordance with the provisions of the Act and SEBI Listing
Regulations, the Board conducts an annual evaluation of the performance of its Committees,
and individual Directors, with the objective of enhancing their overall effectiveness.
The Company has a well-defined assessment process, designed by the Nomination
and Remuneration Committee (‘NRC') to evaluate the performance of the Board,
its Committees, Non-Executive and Independent Directors, the Chairperson.
The performance evaluation of Independent Directors was carried out by
the entire Board, excluding the Directors being evaluated.
A separate meeting of the Independent Directors was held on January 22,
2025, wherein the performance of the Board as a whole, the Chairperson of the Company, and
the Non-Independent Directors was evaluated. The Independent Directors also assessed the
quality, quantity, and timeliness of information flow between the Company's
Management and the Board.
The performance of the Chairperson was assessed by the Independent
Directors, taking into consideration the feedback received from both Executive and
Non-Executive Directors.
The outcomes of the evaluation, including insights and suggestions for
improvement, were deliberated upon during meetings of the Independent Directors, the NRC,
and the Board. These discussions focused on strengthening director engagement, improving
board processes, and enhancing the overall governance framework of the Company. The
Independent Directors were satisfied with the overall performance of Board, its Committees
& the internal procedures put in place.
Declaration by Independent Directors:
The Company has received the necessary declarations from all the
Independent Directors under section 149(7) of the Act and Regulation 25(8) of the SEBI
Listing Regulations, that they meet the criteria of Independence laid down in section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
Furthermore, the Independent Directors have also submitted declarations
of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, confirming that their names are included in the databank of
Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).
The Board after reviewing and taking on record the declarations/
disclosures 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.comfortintech.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.
Familiarization program for Independent Directors:
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the
Company has implemented a system to familiarize its Independent Directors. This system is
designed to ensure a deep understanding of the Company's operations, business model,
core values, culture, and the broader industry landscape. The induction is further
supported by ongoing updates throughout the year.
A detailed note on the familiarization programme, including orientation
and training initiatives for Directors, is provided in the Report on Corporate Governance,
which forms part of this Annual Report.
The Independent Directors are regularly apprised at the Board Meeting
of regulatory developments and legal updates relevant to the Company's operations. In
addition, business opportunities, challenges, and strategic outlook are explored in depth
during the Company's annual Strategy Meeting, which includes dedicated sessions on
each business vertical and facilitates meaningful interaction between the Board and Senior
Management. During the Financial Year 2024–25, the Company conducted one
familiarization programme, with Independent Directors wherein they have spent
approximately 2 hours in the session. As of March 31, 2025, the Company has conducted a
total of 9 familiarization programmes/meetings, and the cumulative time spent by
Independent Directors on these initiatives is 16 hours.
The Familiarization Programme Policy for Independent Directors is
available on the Company's website at www.comfortintech.com/investor-relations
Board and Committee Meetings:
During the financial year 2024-25, six (6) Board Meetings and fifteen
(15) Committee Meetings were held. The Board has established following three mandatory
Committees in compliance with the requirements of the business and relevant provisions of
Act and SEBI Listing Regulations: a. Audit Committee; b. Nomination and Remuneration
Committee; c. Stakeholders' Relationship Committee; Further, the Company has also
constituted one (1) non-mandatory Committee, i.e. Operations Committee to deal with the
matters relating to routine banking and day-to-day business affairs.
The details of the Board and its Committees along with their
composition, meetings held during the year, quorum and other related matters are given
under Corporate Governance Report forming part of this Annual Report.
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.comfortintech.com/investor-relations. The detailed policy aspects are also
mentioned in the Corporate Governance Report forming part of this Annual Report.
13) AUDITORS
STATUTORY AUDITOR
The role of the statutory auditor inter-alia is to conduct independent
audit of financial statements, assess internal controls, and ensure compliance with
regulatory requirements to provide assurance on financial integrity and transparency.
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, as amended, at the 28th AGM held on September
29, 2022, the Members of the Company approved re-appointment of M/s. A. R. Sodha &
Co., Chartered Accountants (FRN 110324W), as the Statutory Auditor of the Company for a
further period of 5 consecutive years to hold office from the conclusion of the 28th AGM
till the conclusion of the 33rd AGM, scheduled 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 the Statutory Auditor along with the
notes is enclosed with the Financial Statements and is self-explanatory. There are no
Qualification, Reservation or Adverse Remark in the Auditors' Report for the
financial year ended March 31, 2025, which require any explanation from the Board of
Directors.
Further, the Statutory Auditor was present at the last AGM and has not
reported any fraud as specified under Section 143(12) of the Act during the financial year
under review.
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.
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI Listing Regulations 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
2024-25 to conduct Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.
The report of the Secretarial Auditor for the financial year 2024-25
does not contain any qualification, reservation or adverse remark or disclaimer. The said
Secretarial Auditor Report of the Secretarial Auditor is annexed as Annexure II to
this Report and is self-explanatory.
Further, the Secretarial Auditor was present at the last AGM and has
not reported any fraud as specified under Section 143(12) of the Act during the financial
year under review.
Further, as per the SEBI Amendments dated December 12, 2024 to SEBI
Listing Regulations, every listed company shall appoint an individual as Secretarial
Auditor for not more than one term of five consecutive years or Secretarial Audit firm as
Secretarial Auditor for not more than two terms of five consecutive years, subject to the
approval of the shareholders by way of an Ordinary Resolution at the AGM.
Based on the recommendation of the Audit Committee, the Board, at its
Meeting held on May 20, 2025 approved appointment of M/s. Mitesh J. Shah & Associates,
Practicing Company Secretaries as the Secretarial Auditor of the Company for the term of
five consecutive years with effect from April 1, 2025 to March 31, 2030, subject to the
approval of shareholders by way of an Ordinary Resolution at the ensuing AGM. Secretarial
Auditors have confirmed that they are not disqualified to be appointed as a Secretarial
Auditor and are eligible to hold office as Secretarial Auditor of your company. Resolution
seeking their appointment as the Secretarial Auditor is mentioned in the Notice forming
part of this Annual Report.
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., Chartered
Accountants, Mumbai as an internal auditors of the Company for the financial year 2024-25.
The report is periodically reviewed by the Audit Committee, which provides guidance and
recommendations for strengthening internal controls and improving operational efficiency.
COST AUDITOR
Provisions of section 148(1) of the Act read with Rule 3 of the
Companies (Cost records and Audit) Rules, 2014 relating to the maintenance and audit of
cost records and appointment of cost auditor are not applicable to your company.
14) NOMINATION AND REMUNERATION POLICY
The Company has in place a Nomination and Remuneration Policy for its
Directors and Senior Managerial Personnel in compliance with the provisions of Section 178
of the Act and Regulation 19 of the SEBI Listing Regulations. The policy is approved by
the Nomination and Remuneration Committee and the Board.
The Committee periodically evaluates the composition of the Board to
ensure achievement of an optimum mix of size, skills, independence, knowledge, age,
gender, expertise and experience.
The policy is available on the website of the Company at web link:
www.comfortintech.com/investor-relations. Further, the detailed policy aspects are
mentioned in the Corporate Governance Report forming an integral part of this Annual
Report.
15) 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
www.comfortintech.com/investor-relations.
16) RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions entered
are at an arm's length basis and in the ordinary course of business. Prior omnibus
approval of the members of Audit Committee who are Independent Directors is obtained for
Related Party Transactions which are of a repetitive nature. All related party
transactions are placed before the Audit Committee and Board of Directors for their review
on quarterly basis.
Further, details of the material related party transactions under
Section 188 (1) of the Act, as required to be disclosed under Form AOC-2 pursuant to
Section 134 (3) of the Act is attached as Annexure III. Further, details of the
Related
Party Transactions are also 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 and is also reviewed and amended from time to time,
subject to atleast once in three years. The RPT policy provides for identification of
related party(ies) and related party transactions, materiality of related party
transactions, necessary approvals by the Audit Committee/ Board of Directors/ Shareholders
for related party transactions, subsequent material modification thereof, reporting and
disclosure requirements in compliance with the provisions of the Act and the SEBI Listing
Regulations. The said RPT policy and Report has also been uploaded on the website of the
company and can be accessed at the following link: www.comfortintech.com/Investorrelation.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your
company has timely filed the half yearly reports on related party transactions with the
Stock Exchange.
17) WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company is committed to conducting its affairs with fairness,
transparency, and the highest standards of professionalism, honesty, and integrity. In
alignment with the Code of Conduct (CoC) of the Company, all actual or potential
violations—regardless of how minor or perceived—are treated with utmost
seriousness. The Company places high importance on the role of employees in identifying
and reporting any breaches of the CoC.
In compliance with section 177(9) of the Act and Regulation 22 of the
SEBI Listing Regulations, your company has in place a Whistle Blower Policy and has
established Vigil Mechanism. The Whistle Blower Policy encourages Directors, employees,
and other stakeholders to promptly report any actual or suspected violations of the Code
of Conduct (CoC), or any incident that could potentially impact the Company's
business or reputation. Stakeholders are provided with multiple channels to raise their
concerns and are encouraged to do so internally to enable timely resolution. The Company
is committed to safeguarding Whistle Blowers and strictly prohibits any form of
retaliation or intimidation against them. Any such acts will be treated as violations of
the CoC and will attract appropriate disciplinary action.
A report indicating the number of cases reported, investigations
conducted, including status updates, is presented before the Audit Committee on a
quarterly basis. The Chairperson of the Nomination and Remuneration Committee remains
present during these discussions.
The Company has in place a Whistle Blower Policy in compliance with the
provisions of the Act and the SEBI Listing Regulations. The said policy is available on
the website of the Company at www.comfortintech.com/investor-relation.
During the financial year 2024-25, no cases under the mechanism were
reported and no personnel of the company have been denied access to the Chairperson of the
Audit Committee.
18) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your 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.
The Company has implemented a Policy for the Prevention of Sexual
Harassment of Women at the Workplace, in accordance with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
In line with this, an Internal Complaints Committee (ICC) has been established to address
and resolve complaints related to sexual harassment, if any. The policy covers all
employees, including permanent, contractual, temporary, and trainees.
The following is a summary of sexual harassment complaints received and
disposed of during the year:
| Particulars |
No of Complaints |
| Number of complaints pending at the beginning
of the year, i.e. April 01, 2024 |
Nil |
| Number of complaints received during the year |
Nil |
| Number of complaints disposed of during the
year |
Nil |
| Number of cases pending at the end of the
year, i.e. March 31, 2025 |
Nil |
19) ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013, read with the
Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7
for the financial year 2024–25 shall be made available on the Company's website
www.comfortintech.com/investor-relations.
20) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with 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, 2025, the
applicable accounting standards have been followed and there is no material departures;
ii. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the 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 had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and operating effectively; vi. they had
devised proper system to ensure compliance with the provisions of all applicable laws and
that such system is adequate and operating effectively.
21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the
Regulation 34(2)(e) read with Schedule-V of the SEBI Listing Regulations is presented in a
separate section forming part of this Annual Report. It provides a comprehensive overview
of the industry structure, global and domestic economic scenarios, developments in
business operations / performance of the company's various businesses, the adequacy
internal controls, risk management systems, human resources and other material
developments during the financial year 2024-25.
22) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN
RESOURCES (HR)
The Company has adopted a Remuneration Policy for the Directors, Key
Managerial Personnel, and other employees, pursuant to the provisions of the Act and the
SEBI Listing Regulations.
The Company's remuneration philosophy for Directors, Key
Managerial Personnel, and employees is based on fostering a culture of leadership and
trust. Remuneration is paid in accordance with the Company's Remuneration Policy.
Details of Directors' remuneration are included in the Corporate Governance Report
forming part of this Annual Report and financial statements. The disclosure under Section
197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the related Rules, is
not applicable, as no employee received remuneration above the specified limits.
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 IV of this report.
23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors and the management are responsible for
establishing and maintaining internal financial controls to ensure the integrity and
reliability of financial reporting. These controls are designed in accordance with the
applicable regulatory framework to provide reasonable assurance on the accuracy of the
financial statements and adherence to statutory requirements.
The management team has assessed the effectiveness of the
Company's internal control over financial reporting as at March 31, 2025 and believe
that these systems provide reasonable assurance that our internal financial controls are
designed effectively and are operating as intended.
The Company has established a robust system of internal controls,
commensurate with its size and operations, to ensure that assets are safeguarded and
transactions are appropriately authorised, recorded, and reported. These controls have
been documented, digitized, and embedded into core business processes. Key components of
the internal control framework include:
Segregation of Duties: Clearly defined roles and responsibilities
to prevent unauthorized transactions.
Authorization and Approval Processes: Stringent approval mechanisms
for financial transactions and capital expenditures.
Periodic Monitoring and Audits: Periodic internal audit and
management reviews to evaluate the effectiveness of controls.
IT and System Controls: Implementation of advanced financial
reporting systems and cybersecurity measures to protect financial data.
Assurance on the effectiveness is obtained through management reviews,
controls self-assessment, and periodic reporting of the in-house team that evaluates and
provides assurance of its adequacy and effectiveness. The controls are also tested by the
internal and statutory auditors during their audits.
Based on the framework of Internal Financial Controls and Compliance
Systems established and maintained by the Company, the work performed by the Internal,
Statutory and Secretarial Auditors and External Consultants, including Audit of Internal
Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's Internal Financial Controls were
adequate and effective during the Financial Year ended March 31, 2025.
24) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Since the operations of your company are not energy-intensive and the
disclosures 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. Nevertheless, the Company
remains committed to energy conservation and has implemented various environmentally
friendly initiatives. It continues to give major emphasis for conservation of Energy.
The Company's operations do not require significant import of
technology.
25) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and outgo required under section
134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as
under:
| Particulars |
Year Ended March 31, 2025 |
Year Ended March 31, 2024 |
| Foreign Exchange Used |
99.22 |
- |
| Foreign Exchange Earned |
- |
- |
26) CORPORATE SOCIAL RESPONSIBILITY ("CSR")
Corporate Social Responsibility (CSR) is an integral part of the
Company's ethos, aligning with its economic growth and social responsibility. The
Company remains focused on implementing key sustainability initiatives in its identified
priority areas. A formal CSR Policy has been adopted in compliance with the provisions of
the Section 135 of Companies Act.
As the amount required to be spent by the Company on CSR during the
financial year 2024-25 does not exceed fifty lakh rupees, all the functions of CSR
committee are discharged and approved by the Board of Directors of the Company, in
accordance with the applicable provisions.
During the Financial Year 2024-25, 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: www.comfortintech.com/investor-relations.
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 2024-25. The detailed CSR Report in prescribed form is annexed to this
Report as Annexure V.
27) RISK MANAGEMENT
The Company's business is exposed to a wide range of risks arising
from a volatile, uncertain, and complex operating environment. Effective risk management
is essential to ensuring the Company's long-term sustainability and success. At
Comfort, risk management is integrated into the corporate strategy and operational
framework. The Company has implemented a structured risk management framework that enables
it to identify, assess, and mitigate potential risks. This framework supports the
achievement of business objectives by aligning operational controls with the
Company's mission and vision. The risk management process is continuously reviewed
and strengthened to adapt to the evolving business landscape.
The Risk Management Policy has been adopted by the Board and is
consistent with the provisions of the Act and SEBI Listing Regulations. The Company has
established governance procedures for information flow, communication, and risk reporting
to the Audit Committee and the Board of Directors. These procedures cover risk assessment,
mitigation strategies, evaluation of effectiveness, and reporting of outcomes and status.
The Board and the Audit Committee periodically review the risk
management policy and business plans, and develop a comprehensive Risk Management Strategy
as per the Company's evolving needs.
28) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company is committed to fostering a supportive and inclusive
workplace environment for all its employees. In line with this commitment, we confirm our
full compliance with the provisions of the Maternity Benefit Act, 1961, including its
subsequent amendments.
All eligible female employees are provided maternity benefits as per
the statutory requirements, including paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave. The Company has taken appropriate measures to
ensure that women employees are made aware of their rights under the Act. Additionally,
necessary facilities have been provided in accordance with the applicable provisions to
ensure a safe and supportive working environment for women employees during and after
pregnancy.
The Company remains committed to upholding employee welfare and
ensuring compliance with all applicable Labour laws and social welfare legislations.
29) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments as per Section 186 of the
Act, are provided in the notes to the financial statements which forms a part of this
Annual Report.
30) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION
In compliance with the Regulation 17(8) read with Part B of Schedule II
of the SEBI Listing Regulations, the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO") have issue a certificate on financial statements of
the company for the Financial Year ended March 31, 2025 and the same is annexed to
Corporate Governance Report which form 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
Your Company has complied with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).
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 www.comfortintech.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 Mr. Anil Agrawal, 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
There has been no change in the nature of business of the Company;
There was no revision in the financial statements;
During the year under review, the Company has not raised any funds
through preferential allotment or qualified institutional placement; 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; During the year, the Company has not undergone any one-time settlement and therefore
the disclosure in this regard is not applicable;
35) ACKNOWLEDGEMENTS
The Board of Directors expresses their sincere appreciation for the
dedicated efforts and contributions of employees across all levels of the Company. The
Board also extends its gratitude for the continued support and cooperation received from
the Government of India, various State Governments, financial institutions, banks,
shareholders, customers, suppliers, and other stakeholders. The unwavering commitment and
professionalism demonstrated by the Company's workforce have been integral to its
sustained success. The Directors look forward to their continued support and collaboration
in the future.
BY ORDER OF THE BOARD OF DIRECTORS OF |
COMFORT INTECH LIMITED |
Sd/- |
ANKUR AGRAWAL |
CHAIRPERSON & DIRECTOR |
DIN: 06408167 |
DATE : AUGUST 07, 2025 |
PLACE : MUMBAI |
