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Kome-on Communication Ltd.

BSE: 539910 Sector: Media
NSE: N.A. ISIN Code: INE833C01012
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VOLUME 500
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52-Week low 0.36
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Buy Price 0.45
Buy Qty 650.00
Sell Price 0.43
Sell Qty 9510.00
OPEN 0.43
CLOSE 0.43
VOLUME 500
52-Week high 0.97
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.45
Buy Qty 650.00
Sell Price 0.43
Sell Qty 9510.00

Kome-on Communication Ltd. (KOMEONCOMMUN) - Director Report

Company director report

To

The Members

The Directors place before member 26th Annual Report of Kome-onCommunication Limited (The "Company" or "KOCL") along with AuditedFinancial for the year ended 31st March 2019.

OPERATIONS:

The Company in this fiscal year has incurred loss of Rs. 1371115 in comparison to theprevious year loss of Rs. 582333. Your Company operates its business in the field ofEntertainment Industry by providing consultation to various production houses and alsooperates in the area of developing and marketing serials feature films software forelectronic channels also lets out studio equipments related to entertainment.

Performance of your Company as under:

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Turnover - 6.63
Profit/(Loss) before taxation (13.65) (5.82)
Less: Tax Expense
a) Current Tax
b) Deferred tax (0.06) - -
Profit/(Loss) after tax (13.71) (5.82)

FINANCIAL RESULT:

During the year under review your Company has earned gross total income is NIL againstRs. 663166 in the previous year. The Company had a net loss of Rs. 1365191 as comparedto net loss of Rs. 582333in the previous year.

*Gross Income includes Sales from operations other income and increase/decrease instock.

DIVIDEND:

Based on the Company's performance your Directors could not consider declaring dividendto the equity shareholders of the Company during the financial year in view of theinadequate profits.

AMOUNTS TRANSFERRED TO RESERVES:

During the year the Company had a loss of Rs. 1365191. Hence the Company did notpropose to transfer to the General Reserves.

COMPANY'S PERFORMANCE:

Company's revenue from operations for F.Y. 2018-19 is NIL as compared to Rs. 612674in F.Y. 2017-18.Earnings before interest tax depreciation and amortisation("EBITDA") for F.Y. 2018-19 is Rs. (1365191) as compared to Rs. (582333) inF.Y. 2017-18. Profit after tax ("PAT") for F.Y. 2018-19 is Rs. (1371115) ascompared to Rs. (582333) of F.Y. 2017-18.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31st March 2019 wasRs. 150081070. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity.

SUBSIDARY COMPANIES:

There are no Subsidiary Companies as on 31st March 2019. There are noassociate companies or joint venture companies within the meaning of section 2(6) of theCompanies Act 2013 ("Act").

Hence Company is not required to present consolidated financial statement in respectto subsidiary companies in pursuance to provisions of section 129(3) of the Act.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the financial year 2018-19 the Company has not given any loan to any Companyincluding Associate Concern.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM:

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while perusing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Further during the year under review the Company has not entered into anycontract/arrangement/transactions with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

RELATED PARTY TRANSACTION:

As per Ind AS 24 the list of related parties are given below:

Sr. No. Name of Related Parties Nature of Relationship
1 Mr. Badri Joshi Executive Director and CFO
2 Ms. Apeksha Jadhav Non-Executive Director
3 Mr. Gajendra Salvi Non-Executive Director
4 Mr. Mukesh Bunker Non-Executive Director
5 Mr. Parashuram Katwe Non-Executive Director
6 Mr. Balkrishna Pandya Company Secretary
7 Artlink Vintrade Limited Parent Company
8 Indigo Tech Ind limited Parent Company

During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons. Hence disclosure underSection 188(1) of the Companies Act 2013 as prescribed in Form AOC-2 is not reuired.

FIXED DEPOSITS:

During the year under review the Company has not accepted any Fixed Deposit fromPublic within the meaning of section 73 of the Companies Act 2013 under Chapter V.

DIRECTORS:

Your Directors dedicate themselves to the principles and ideals to meet the expectationof the stakeholders of the Company. In accordance with the provisions of Section 152 ofCompanies Act 2013 and the Articles of Association Mr. Gajendra Kalulal Salvi (DIN:07904814) retires by rotation at the forthcoming AGM and being eligible offers himselffor re-appointment. Brief profile of Mr. Gajendra Kalulal Salvi has been given in thenotice convening Annual General Meeting.

Mr. Mukesh Bunker Parshuram Katwe and Apeksha Jadhav are appointed as independentdirector. They hold office for a period of 5 yrs from the conclusion of 25thAnnual General Meeting.

KEY MANAGERIAL PERSON:

Your Company has already complied with the provision under section 203 of the CompaniesAct 2013 by appointing Shri Gajendra Salvi (DIN: 07904814) as Managing Ditrector ShriBadri Prasad Joshi (DIN: 07850687) as CFO & Whole-time Director & Shri BalkrishnaG. Pandya (FCS: 791) as Company Secretary.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return as on the financial year ended on 31stMarch 2019 in Form MGT-9 pursuant to section 92(3) of the Companies Act 2013(hereinafter referred to as the "Act") and Rule 12(1) of the Companies(Management and Administration)Rules 2014 is appended to the Directors' Report inAnnexure-I. Further the Annual Return in Form MGT-7 for the financial year ended31.03.2019 will be uploaded on the website of the Company via the link: http://komeon.in//after the same is filed with the Registrar of Companies.

DIRECTORS REMUNERATION:

As prescribed under section 134(1)(e) of Companies Act 2013 it is to inform that noneof the Directors are drawing salary in view of low turnover of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:

1) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

2) they have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and of the profitand loss of the Company for that period.

3) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

4) That the annual accounts have been prepared on a going concern basis; and

5) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD MEETINGS:

As required under section 134(3)(b) of Companies Act 2013 we would like to inform thatthe Board of Directors met 7 (Seven) times during the current financial year2018–2019. For details of the meetings of the board please refer to the corporategovernance report which forms part of this report.

BOARD EVALUATION:

The board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The performance of the board was evaluated by the board after seekinginputs from all the Directors on the basis of the criteria such as the board compositionand structure effectivenes of board processes information and functioning etc. Theperformance of the committees was evaluated by the board in its meeting held on 29thMarch 2019 after seeking inputs from the committee members on the basis of the criteriasuch as the composition committees effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors held on 22nd January 2019performance of non-independent Directors performance of the board as a whole andperformance of the chairman was evaluated taking into account the views of executiveDirectors and non-executive Directors. The same was discussed in the board meeting thatfollowed the meeting of the independent Directors at which the performance of the boardits committees and individual Directors was also discussed. Performance evaluation ofindependent Directors was done by the entire board excluding the independent Directorbeing evaluated.

REPORTING OF FRAUD BY AUDITOR:

During the year under revew the Statutory Auditor and Secretarial Auditor have notreported any instances of fraud committed in the Company by its Officers or Employees tothe Audit Committee under section 143(2) of the Companies Acy 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new Directors inducted into the board attend an orientation program. The details oftraining and familiarization program are provided in Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.

AUDIT COMMITTEE CONSTITUTION:

During the financial year under review the Audit Committee of the Company comprises ofthree Non-Executive Independent Directors. The Committee is chaired by a Non-ExecutiveIndependent Director Ms. Apeksha Jadhav.

The details of the same are morefully provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE CONSTITUTION:

During the financial year under review the Nomination and Remuneration Committee ofthe Company comprises of three Non-Executive Independent Directors as on March 31 2019.The Committee is chaired by a Non-Executive Independent Director Ms. Apeksha Jadhav.

The details of the Committee are provided in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE CONSTITUTION:

During the financial year under review the Stakeholders Relationship Committee of theCompany comprises of three Non-Executive Independent Directors as on March 31 2019.TheCommittee is under the Chairpersonship of Mr.Mukesh Bunker Non-Executive IndependentDirector.

The details of the Committee are provided in the Corporate Governance Report.

WEBSITE:

Pursuant to Regulation 46 of (LODR) Regulation 2015 your Company as required isupdating all the documents necessary to keep the stakeholders updated on the officialwebsite. http://komeon.in/

MANGEMENT DISCUSSION AND ANALYSIS

In terms of the provision of Regulation 34 of the Listing Regulations and Pursuant tosection 134(3)(n) of Companies Act 2013 the Management's discussion and Analysis as setout in this report as ANNEXURE - II.

STOCK EXCHANGE LISTINGS:

The Company's equity is listed on BSE and members are allowed and permitted to trade onBSE platform vide Company Code: KOCL and No: 539910.

DEMATERIALISATION OF SHARES:

The Company's Registrar & Transferring Agent (Electronic Transfer) has establishedconnectivity to both the Depositories to facilitate trading in the electronic mode. As on31.3.2019 97.38% of Equity shares were held in demat form. M/s Satellite CorporateServices Pvt. Ltd. Mumbai is a Common Agency to maintain the Electronic connectivity withboth Depositories and Physical transfer of share.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the norms laid down under section 135 of Companies Act 2013; the Companyis not liable to constitute a Corporate Social Responsibility Committee (CSR Committee) asyour Company does not meet the eligibility criteria for framing its Corporate SocialResponsibility policy accordingly.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in this regardand the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014:

a) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 10200000/- per annum or more. Therefore Rule 5(2)(i) ofthe captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 850000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.

c) None of the employee posted outside India and in receipt remuneration of Rs. 60lakhs or more per annum or Rs. 50 lakhs or more a month.

d) No employee is a relative of any Director or Key Managerial personnel of theCompany.

Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.Affirmation that the remuneration is as per the remuneration policy of the Company.

The Board of Directors hereby affirm that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

OTHER DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

- No material changes and commitments which could affect the Company's financialposition have occurred between the end of the financial year of the Company and date ofthis report.

- No significant or material orders were passed by the Regulators Courts or Tribunalswhich impact the going concern status and Company's operations in future.

- No complaint received from any employee pursuant to Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made there under.

- Company does not fall into the criteria to provide Business Responsibility Report asrequired under Regulation 34 of the SEBI Listing Regulations therefore no such reportforms part of this annual report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 Kome–on Communication Limited has modified the erstwhilepolicy for Prevention of Sexual Harassment at the Workplace and the Board of Directors hasunanimously adopted the same w.e.f. July 23 2014.

Vide notification dated December 9 2013 Ministry of Women and Child Development haveintroduced Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Rules 2013. The earlier policy has been amended by incorporating the rules and proceduresas mandated in the said notification. The revised policy is in effect from July 23 2014.Company has appointed Smt. Apeksha Manoj Jadhav (DIN: 07899665) to redress the issuesregarding Sexual Harassments at work place.

During the Financial year no complaint was received of Sexual Harassments at workplace.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 arenot applicable to the Company keeping in view the nature of business carried out by theCompany.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Current Year Nil
Previous Year Nil

RISK MANAGEMENT POLICY:

In compliance with Section 134(3)(n) of the Act the Company has a Risk ManagementPolicy which provides for the identification therein of elements of risk which in theopinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and have delegated the power of monitoring and reviewing of the risk managementplan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is morefully describedin Corporate Governance Report.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure) Regulations 2015 a separate report on Corporate Governance under Regulation27(2) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulation 2015 is furnished as a part of the Annual Report along with theAuditors Certificate on its Compliance Annexure - III.

Under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Directors are pleased to inform thatyour Company has complied with all major Regulations prescribed under said Regulation ofSEBI (LODR) Reg. 2015. A certificate from the Practicing Company Secretary Ms. ShiwaliJhanwar in the line with Regulation 27(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to andforms part of the Director's Report.

STATUTORY AUDITORS:

M/s. SSRV & Associates Chartered Accountants Mumbai have resigned as a StatutoryAuditor of the Company w.e.f 21st August 2019. As per the provisions ofCompanies Act 2013 read with rules made thereunder a casual vacancy caused due toresignation of Statutory Auditor needs to be approved by the members in a general meetingwithin three months. Accordingly the Board of Directors have recommended the appointmentof M/s. PMPK & Company Chartered Accountants Mumbai to the members of the Companyfor their approval at the Annual General Meeting by way of passing an ordinary resolutionto hold office from the conclusion of the ensuing Annual General Meeting till theconclusion of the Thirty First Annual General Meeting .

M/s. PMPK & Company Chartered Accountants Mumbai have conveyed their consent tobe appointed as the Statutory Auditors of the Company along with the confirmation thattheir appointment if approved by the shareholders would be within the limits prescribedunder the Act.

AUDITORS & AUDITORS' REPORTS:

The Auditors Report for fiscal 2019 contains certain qualification reservation oradverse remark which is annexed to this Report.

The Auditors Report contains the following qualification reservation or adverseremark:

As per section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 Company is required to appoint Internal Auditor; however theCompany has not appointed Internal Auditor for the year ended March 2019.

Management's representation to the Auditors qualification reservation or adverseremark:

The Company is in the process of appointing suitable candidate for the post of InternalAuditor.

INDEPENDENT AUDITORS' REPORT

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

MAINTENANCE OF COST RECORDS:

Maintenance of Cost record as specified by the Central Government under sub section 1of Section 148 of Companies Act 2013 is not required by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder CS Brajesh Gupta & Co. Company Secretary Firm was appointed for theissuance of the Secretarial Audit Report for the Financial Year ended 31st March 2019.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report is appended to the Directors' Report in Annexure - IV.

The Secretarial Audit Report contains the following qualification reservation oradverse remark:

1. The Company has not been registered under the Gujarat Professions Tax Act 1976;

2. The Company has not appointed Internal Auditor as per Section 138(1) of CompaniesAct 2013;

3. The Company has not complied with regulation for holding entire shareholding indematerialization for the promoters of the Company;

4. The Company fails to publish Financial Results for the quarter ended June 2018& September 2018 with respect to the Regulation 47 of SEBI (LODR) Regulations 2015;

5. The Company has not disseminated to the exchange the newspaper publications made bythe Company during the year as required under regulation 47(1) and (3) of SEBI (LODR)Regulation 2015.

Management's representation to the Auditors qualification reservation or adverseremark:

i. The Company is in the process of registering itself with Gujarat Professions TaxAct 1976

ii. The Company is in the process of appointing suitable candidate for the post ofInternal Auditor.

iii. The Company is in the process of dematerilising the entire shareholding of thepromoters.

iv. The Company was not aware of the respective regulation of SEBI (LODR) Regulations2015. However as soon as it came to knowledge of the management the necessary actionswere taken from the quarter ended December 2019.

v. The Company has published the result in the newspaper as required under Regulation47 of the SEBI (LODR) Regulation 2015 within the prescribed time. Aslo the result wereuploaded on exchange within prescribed time. However the dissemination of newspaperpublications to the exchange is not a mandatory requirement as per the LODR Regulations.Thus the Company has not violated the provision of SEBI (LODR) Regulation 2015.

MANNER OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations and the disclosure regarding the manner of formalannual evaluation by the Board of its own performance and that of its various committeesand individual directors is provided hereto:

Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

Board of Directors

A separate meeting of the Independent Directors of the Company was held on 22/03/2019pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as set forth in the Agenda:

Review the performance of the non-Independent Directors and the Board as a whole.

Review the performance of the Chairman of the Company taking into account the views ofthe executive directors and Non-Executive directors.

Assessment of the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-Independent Directors and the Chairman.

Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the Independent Directors is beingconsidered.

Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

NOMINATION AND REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and read with part-D of schedule II of the ListingObligation as amended from time to time.

The shareholders may visit the Company's website to view The Nomination andRemuneration Policy viz; for the detailed Nomination and Remuneration Policy of theCompany.

WHISTLE BLOWER & VIGIL MECHANISM:

As per Section 177 of the Companies Act 2013 and Regulation 22 of Listing Regulationsyour Company a comprehensive Whistle Blower and Vigil Mechanism Policy has been approvedand implemented within the organization. (Refer Corporate Governance).

CAUTIONARY STATEMENT:

Statements in this Board's Report and Management Discussion and Analysis describing theCompany's objectives projections estimates expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include change in government relations tax lawseconomic & political developments within and outside the country and such otherfactors.

ACKNOWLEGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in the successful performance of the Company during the year.

By Order of the Board of Directors
For Kome-On Communication Ltd
Sd/-
Mr. Gajendra Salvi
DIN: 07904814
Chairman Cum Managing Director
Date : 21st August 2019
Registered Office:
338/Paiky 6/2
Dhamdachi Village
Valsad Gujarat - 396001