The Directors place before member 25th Annual Report of Kome-onCommunication Limited (The "Company" or "KOCL") along with AuditedFinancial for the year ended 31st March 2018.
The Company in this fiscal year has incurred loss of Rs. 582333 in comparison to theprevious year profit of Rs. 31235. 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:
| || ||(Rs. In Lacs) |
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Turnover ||612674 ||400000 |
|Profit/(Loss) before taxation ||(582333) ||44635 |
|Less: Tax Expense || || |
|a) Current Tax || |
|b) Deferred tax ||- ||- |
|Profit/(Loss) after tax ||(582333) ||31235 |
During the year under review your Company has earned gross total income of Rs.663166 against Rs. 1350000 in the previous year. The Company had a net loss of Rs.582333 as compared to net profit of Rs. 31235 in the previous year.
Gross Income includes Sales from operations other income and increase/decrease instock.
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. 582333. Hence the Company did notpropose to transfer to the General Reserves.
Company's revenue from operations for F.Y. 2017-18 is Rs. 612674 which is higher by53.17% as compared to Rs. 400000 in F.Y. 2016-17. Earnings before interest taxdepreciation and amortisation ("EBITDA") for F.Y. 2017-18 is Rs. (582333) ascompared to Rs. 44635 in F.Y. 2016-17. Profit after tax ("PAT") for F.Y.2017-18 is Rs. (582333) as compared to Rs. 31235 of F.Y. 2016-17.
The paid up Equity Share Capital of the Company as on 31st March 2018 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 2018. 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.
EXTRACT OF ANNUAL RETURNS:
As provided under section 92(3) of the Act the extract of annual return is given in Annexure-1 in the prescribed Form MGT-9 which forms part of this report.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186:
During the financial year 2017-18 the Company has not given any loan to any Companyincluding Associate Concern.
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 no Related Party Transaction were entered by the Company.
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.
Your Directors dedicate themselves to the principles and ideals to meet the expectationof the stakeholders of the Company.
In accordance with the section 152 of Companies Act 2013 and the Articles ofAssociation of the Company one of your Director viz. Shri Badri Prasad Joshi (DIN:07850687) retires by rotation and is eligible for re-appointment.
Resignation of Directors:
In the financial year 2017-18 Mr. Bhavesh R. Vora (DIN: 02365683) and Mrs. Disha Mehta(DIN: 02982773) resigned from the Board due to other engagement w.e.f 28-06-2018 Mr.Suresh N. Vekaria (DIN : 02138391 resigned from the Board on account of pre-occupancy Mr.Deepak B. Mehta (DIN : 0481863) & Mrs. Meena J. Vora (DIN : 06752894) resigned fromthe Board on account of personal reasons w.e.f. 19-12-2017. Bhagyesh G. Bhatnagar (DIN :00480210) resigned from the Board on account of pre-occupancy w.e.f 20-12-2017. Mrs.Riddhi Kamlesh Damani (DIN : 07840007) Ms. Monika Joshi (DIN: 07947033) & ArvindRaviya Rajput (DIN : 07038195) resigned from the Board on account of pre-occupancy w.e.f02-01-2018.
The board appreciates the services during their tenure.
Appointment of Directors:
On account of their resigning the Board has appointed Mr. Badri Joshi (DIN: 0785687)w.e.f 14-07-2017 Ms. Apeksha Jadhav and Mr. Gajendra Salvi w.e.f 23-10-2017 Mr. MukeshRamesh Chandra Bunker (DIN : 07999904) and Mr. Parashuram Hanumant Katwe (DIN : 08022233)w.e.f. 02-01-2018.
Mr. Mukesh Ramesh Chandra Bunker and
Mr. Parashuram Hanumant Katwe their tenure is up to the date of this Annual GeneralMeeting. The Company has received the notices from the members of the Company along withrequisite Deposit and on the recommendation of Nomination and Remuneration Committee thesaid Directors are recommended for the appointment as Independent Director under section149 152 of Companies Act 2013 and under the SEBI guidelines. The Details of theirappointment are provided in Explanatory Statement Annexed to the Notice of Annual GeneralMeeting.
Your approval for their appointments as Directors has been sought in the Noticeconvening the Annual General Meeting of the Company.
KEY MANGERIAL PERSON:
Your Company has already complied with the provision under section 203 of the CompaniesAct 2013 by appointing Shri Badri Prasad Joshi (DIN: 07850687) CFO Shri Balkrishna G.Pandya (FCS: 791) Company Secretary.
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 2018 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.
As required under section 134(3)(b) of Companies Act 2013 we would like to inform thatthe Board of Directors met 5 (Five) times during the current financial year 2017-2018. Fordetails of the meetings of the board please refer to the corporate governance reportwhich forms part of this report.
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 seeking inputs from allthe Directors on the basis of the criteria such as the boa rd composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board in its meeting held on 13thFebruary 2018 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 18th January 2018 performance of non-independentDirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive Directors and non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the board its committees andindividual Directors was also discussed. Performance evaluation of independent Directorswas done by the entire board excluding the independent Director being evaluated.
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:
In compliance with the provisions of the Section 177 of the Companies Act 2013 and thelisting agreement entered into with the stock exchanges the Company had constituted anAudit Committee consisting of highly qualified and experienced members from variousfields. The committee meets periodically to review the quarterly financial statements andrecommends its findings to the Board a part from taking action independently wheneverrequired . The Secretary attends and participates in the Audit Committee Meetings. Thedetails pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
STAT UTORY AUDITORS:
M/s SSRV & Associates Chartered Accountants (Firm Registration No: 135901W) beand are hereby appointed as the Statutory Auditor of the Company to hold the office fromthe conclusion of 25th Annual General Meeting for a single tenure of 5 (five)years subject to the ratifications by the members at every Annual General Meeting of thesaid tenure at such remuneration plus applicable taxes and out of pocket expenses asmay be determined and recommended by the Audit Committee in consultation with the Auditorsand duly approved by the Board of Directors of the Company.
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
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 on31.3.2018 91.86% 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)Rules 2014:
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) 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.
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 except order ofHon'ble Add. Chief Metropolitan Court Gujarat rejecting Company's application fordischarge of case filed by MCA u/s 63 68 and 628 in the year 2003. The said order isquashed by the High Court Gujarat during the year in the favour of Company.
- 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 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 have introduced Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Rules 2013. The earlier policy has beenamended by incorporating the rules and procedures as 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
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 Co m p any has complied with all major Regulations prescribed under said Regulationof SEBI (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.
AUDIT REPORTS & AUDITOR:
The Auditors Report for fiscal 2018 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 theCompanies (Accounts) Rules 2014 Company is required to appoint Internal Auditor; howeverthe Company has not appointed Internal Auditor for the year ended March 2018.
Management's representation to the Auditors qualification reservation or adverseremark:
The Company is in the process of appointing suitable candidate for the post ofInternal Auditor.
SECRETARIAL AUDIT REPORT:
Ms. Shiwali Jhanwar Practising Company
Secretary has conducted the Secretarial Audit Report for the Financial Year 2017-18same contains certain qualification reservation or adverse remark. Certificate [Pursuantto section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014] report of the same is attached as Annexure- IV.
The Secretarial Audit Report contains the following qualification reservation oradverse remark:
i. The Company has not been registered under the Gujarat Professions Tax Act 1976.
ii. The Company has not appointed Internal Auditor as per Section 138(1) of CompaniesAct 2013;
iii. The Company has not complied with regulation for holding entire shareholding indematerialization for the promoters of the Company.
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.
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).
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.
| ||For & on behalf of the Board |
| ||Gajendra Salvi |
|Date : 31st July 2018 ||Director |
|Place : Valsad ||(DIN: 07904814) |