To The Members
The Directors place before member 29th Annual Report of Kome-onCommunication Limited (The Company or KOCL) along with AuditedFinancial for the year ended 31st March 2022.
Performance of your Company as under:
(Rs. In Thousands)
|Particulars ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Turnover ||-- ||-- |
|Profit/(Loss) before taxation ||(1951.23) ||(1468.38) |
|Less: Tax Expense || || |
|a) Current Tax ||- ||- |
|b) Deferred tax ||- ||- |
|Profit/(Loss) after tax ||(1951.23) ||(1468.38) |
The Company had a net loss of Rs. (1951.23) /- (In Thousands) as compared to net lossof Rs. (1468.38) /- (In Thousands) in the previous year.
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. (1951.23) /-. Hence the Company did notpropose to transfer to the General Reserves.
The paid-up Equity Share Capital of the Company as on 31st March 2022 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.
There are no Subsidiary Companies as on 31st March 2022. 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:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
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.
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 required.
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.
During the year under review the Company has also not borrowed any amount from itsdirectors.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Company's Board of Directors are eminent persons of provencompetencies and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment towardsthe company and devote adequate time to the meetings. The Company recognizes and embracesthe importance of a diverse board in its success. The Company believes that a trulydiverse board will leverage differences in thought perspective knowledge skillindustry experience and gender which will help the Company to retain its competitiveadvantage.
During the year under review the following changes occurred in the position of theDirectors/KMPs of the Company.
|Sr. No ||Name of the Directors / KMPs ||Date of Event ||Details of Event |
|1 ||Ms. Anita Pillai ||22/02/2022 ||Resignation as Company Secretary & Compliance Officer of the Company. |
|2 ||Mr. Ashish Rajeshbhai Patel ||28/10/2021 ||Appointment as Additional Executive Director |
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 Annual Return onthe website of the company. The web address where the extract of annual return is uploadedis http://komeon.in//
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 2022 and of the profitand loss of the Company for that period.
3) That the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other 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 followedby the Company 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.
As required under section 134(3)(b) of Companies Act 2013 we would like to inform thatthe Board of Directors met 8 (Eight) times during the current financial year 2021 2022.For details of the meetings of the board please refer to the corporate governance reportwhich forms part of this report.
Your Company has devised a Policy for determining qualifications positive attributesof Directors performance evaluation of Independent Directors Board Committees and otherindividual Directors which also include criteria for performance evaluation of thenon-executive directors and executive directors. While appointing and re-appointingIndependent Directors the Board ensures that there is appropriate balance of skillsexperience and knowledge to enable the Board to discharge its functions and dutieseffectively.
In accordance with the provisions of Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the evaluation process for the performance of the Board itscommittees and individual Directors was carried out internally. The Board evaluated itsperformance after seeking inputs from all the Directors on the basis of criteria such asthe Board composition and structure effectiveness of board processes information andfunctioning etc.
In a separate meeting of independent Directors held on 28th February 2022performance 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 review the Statutory Auditor and Secretarial Auditor have notreported any instances of fraud committed in the Company by its Officers or Eemployees tothe Audit Committee under section 143(2) of the Companies Act 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 more fully providedin 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 2022.The Committee is chaired by a Non-Executive Independent Director Ms. Apeksha Jadhav. Thedetails 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 2022.TheCommittee is under the Chairpersonship of Mr. Harshad Thorve Non-Executive IndependentDirector. The details of the Committee are provided in the Corporate Governance Report.
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 - I.
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 Scrip Code: 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 on31.3.2022 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/ Authorisedperson in this regard and 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 throughoutthe financial year who was in receipt of remuneration exceeding Rs. 850000/- per month.Therefore Rule 5(2)(ii) of the captioned 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.
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 financial positionhave occurred between the end of the financial year of the Company and date of thisreport.
- 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.
- During the year there is no application made or any proceedings pending under TheInsolvency and Bankruptcy Code 2016.
- Details of difference between amount of the valuation done at the time of one-timesettlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof. Not Applicable.
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 erstwhile policyfor 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.
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.
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 under Annexure - II.
M/s. AMD & Co. Chartered Accountants Mumbai were appointed as the StatutoryAuditors of the Company from the conclusion of 28th Annual General Meeting tillthe conclusion of 33rd Annual General Meeting.
The Auditors Report for fiscal year 2021-2022 contains certain qualificationreservation or adverse remark which is annexed to this Report.
The Statutory Auditors Report does not contain any qualification reservation oradverse remark.
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.
Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder M/s. Aditya Shah & Associates Practicing Company Secretaries wasappointed for the issuance of the Secretarial Audit Report for the Financial Year ended 31stMarch 2022.
SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report is appended to the Directors' Report in Annexure - III.The Secretarial Audit Report contains the following qualification reservation or adverseremark: a.The company has not appointed Internal Auditor as per Section 138(1) ofCompanies Act 2013.
b. The Company has not complied with SEBI / CIR / ISD / 3 / 2011 where all the sharesof the Company held by the promoters of the Company shall in dematerialized mode only.
c. The website of the company is not updated as per the provisions of Companies Act2013 and SEBI (LODR) Regulations 2015.
d.Certain compliances are not complied within the time prescribed under SEBI (SAST)Regulations 2011 and SEBI (Prohibition of Insider Trading) Regulations 2015.
e.Financial Statements of the Company for the Financial Year 2021-2022 are not signedby Company Secretary of the Company as required u/s 134 of the Companies Act 2013.
f.The Company has not maintained a Structured Digital Database as required underRegulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations 2015.
g. The Promoters of the Company have violated provisions of Regulation 4 of SEBI(Prohibition of Insider Trading) Regulations 2015 by trading in shares of the companyduring the period of closure of trading window.
Management's representation to the Auditors qualification reservation or adverseremark: a) The Company is in the process of appointing suitable candidate for the post ofInternal Auditor. b) The Company is in the process of dematerializing the entireshareholding of the promoters. c) The Company is in the process of appointing a suitableperson for updation of website of the Company. d) The Company is taking adequate measuresto avoid such things in future.
e) The Company is in process of searching a suitable candidate for the post of WholeTime Company Secretary of the Company.
f) The Company is taking adequate measures to comply with the same.
g) The Company is taking adequate measures to avoid such things in future.
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:
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 more fully 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 28thFebruary 2022 pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of theListing Regulations 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 has a comprehensive Whistle Blower and Vigil Mechanism Policy which has beenapproved and implemented within the organization. (Refer Corporate Governance).
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.
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 |
|Date: 7th October 2022. ||For Kome-On Communication Ltd |
|Registered Office: || |
|338/Paiky 6/2 ||Sd/- |
|Dhamdachi Village ||Mr. Ashish Patel |
|Valsad Gujarat - 396001 ||DIN: 07659614 |
| ||Managing Director |