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Madhuveer Com 18 Network Ltd.

BSE: 531910 Sector: Others
NSE: N.A. ISIN Code: INE312M01016
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NSE 05:30 | 01 Jan Madhuveer Com 18 Network Ltd
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VOLUME 27
52-Week high 2.05
52-Week low 1.24
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Mkt Cap.(Rs cr) 2
Buy Price 2.05
Buy Qty 23.00
Sell Price 1.96
Sell Qty 27.00

Madhuveer Com 18 Network Ltd. (MADHUVEERCOM) - Director Report

Company director report

To

The Members

For Madhuveer Com 18 Network Limited

The Directors' present the Annual report on the business and operations of your Company for the year 2018-2019.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

ParticularsStandalone
Year Ended 31.03.2019Year Ended 31.03.2018
(Rs.)(Rs.)
Gross Sales/Income1194206252150
Less Depreciation88357NIL
Profit/(Loss) before Tax96412129015
Taxes/Deferred Taxes1500019000
Profit/(Loss) After Taxes81412110015
P& L Balance b/f(33018044)(33128059)
Profit/ (Loss) carried to Balance Sheet(32936632)(33018044)

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

During the year under review the total income was Rs. 1194206/- as compared to Rs. 1537150/- of that of the previous Year. After making all necessary provisions for current year and after taking into account the current year net Loss the surplus carried to Balance Sheet is Rs. 81412/-

3) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one Subsidiary Company named Sakshi Barter Private Limited. Financial Details of the company is as under:

ParticularsYear Ended 31.03.2019Year Ended 31.03.2018
(Rs.)(Rs.)
Gross Sales/Income1194206252150
Less Depreciation88357
Profit/(Loss) before Tax119017214820
Taxes/Deferred Taxes2300052950
Profit/(Loss) After Taxes96017161870
P& L Balance b/f(32889072)(33050942)
Profit/ (Loss) carried to Balance Sheet(32793055)(32889072)

4) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Entertainment Pharma trading and consulting.

There was no change in the nature of the business of the Company during the year under review.

5) DIVIDEND:

The Company has insufficient profit. Hence your Directors do not recommend any dividend during the year.

6) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which required to be transferred to the Investor Education and Protection Fund (IEPF).

7) TRANSFER TO RESERVES:

Out of the profits available for appropriation no amount has been transferred to the General Reserve and the balance amount of Rs. 81412/- has been carried forward to Retained earning.

8) CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31 2019 is Rs. 94807000/-

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

9) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during the year under review.

10) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.

11) MATTERS RELATED TODIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Yogendra Machchhar (DIN: 03155750) Director retire by rotation at the forthcoming Annual General Meeting and being eligible offer herself for reappointment.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Atul PanditManaging Director
Mr. Yogendra MachchharChief Financial Officer
Mr. Dharmesh I. DesaiChief Executive Officer

During the year under review the following Directors and Key Managerial Personnel were appointed and resigned:

Name and DesignationDate of AppointmentDate of Resignation
Mr. Harsh Shah--11/03/2019
Independent Director

12) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas the same is tabled before the meeting. In case of business exigencies or urgency of matters resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2018-19 06 (Six) Board Meetings were convened and duly held on:

30/05/201811/08/201813/11/201812/01/201912/02/2019
11/03/2019

The Board of Directors of the Company were present at the following Board Meeting held during the year under review:

Name of DirectorBoard Meeting HeldMeetings attendedAttendance at last AGM
Mr. Atul Pandit66Yes
Mr. Yogendra Machchhar66Yes
Mr. Dharmesh I Desai66Yes
Mrs. Manorama Shah66Yes
Mr. Harsh Shah*65Yes

*resigned on 11/03/2019

Extra Ordinary General Meeting:

No extraordinary general meeting was held during the year under review.

13) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Nomination and Remuneration Committees.

During the year the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees experience & competencies performance of specific duties & obligations governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance contribution at the meetings and otherwise independent judgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overall engagement of the Board and its Committees with the Company.

14) PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided as Annexure- A to the Board's report.

None of the employees of the Company drew remuneration of Rs.10200000/- or more per annum and Rs.850000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which in the aggregate at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company. Hence no information is required to be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

15) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

16) CHANGE OF NAME:

The Company has not changed its name during the year under review.

17) STATUTORY AUDITORS:

The Company's Auditors M/s P. Dalal & Co. Chartered Accountant Ahmedabad who retires at the ensuing Annual General Meeting of the Company is eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

18) COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014 since the cost audit is not applicable to the Company.

19) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. Rupal Patel Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure -B.

Reply to the qualification Remarks in Secretarial Audit Report:

a) 100% promoter holding is not in de-mat form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

The Company is in process of achieve 100% promoter holding in de-mat form.

b) The Company has not published notice of meeting of the board of directors where financial results shall be discussed and financial results as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Though the Company has not published notice for Financial Result and financial result the company has uploaded the same on Website of the company and also submitted to BSE Limited also.

c) During the year under review the Company has not appointed Company Secretary as required under section 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Company is in process of appointment of Company Secretary. In absence of the same the Company has appointed Mr. Atul Pandit Managing Director of the Company as a Compliance officer of the Company.

d) As on 31st March 2019 due to resignation of Mr. Harsh Shah on 11th March 2019 the composition of various committees was not as per the Section 177 of the Companies Act 2013 i.e. the majority of the members of the Committee are executive directors.

The Company is in process of appointment of suitable director to comply with the provision of Section 177 and 178 of the Companies Act 2013 w.r.t. the composition of the committees.

20) RESPONSE TO AUDITOR'S REMARKS:

There were no qualifications reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self explanatory and therefore do not call for any further comments under section 134(3)(f) of the Companies Act 2013.

21) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale and complexity of its operations. During the year under review the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 Members as well as those in section 177 of the Companies Act 2013 and include the reviewing of quarterly half-yearly and annual financial statements before submission to the Board ensure compliance of internal control systems and internal audit timely payment of statutory dues and other matters.

During the year under review 4 meetings of the committee were held 30/05/2018 11/08/2018 13/11/2018 and 12/02/2019. The composition of committee and attendance at its meetings is given below:

Sr. No.NamePositionCategoryNumber of meeting Attend
1Mrs. Manorama J. Shah##ChairmanNon-Executive Independent Director4
2Mr. Dharmesh DesaiMemberExecutive Director4
3Mr. Yogendra Machchhar*MemberExecutive Director0
4Mr. Harsh Shah#ChairmanNon-Executive Independent Director4

*appointed as member of the committee on 11/03/2019 #resigned on 11/03/2019 and

## appointed as chairman in place of Mr. Harsh Shah on 11/03/2019

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

23) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.tohealpharmachem.com.

No personnel have been denied access to the Audit Committee. As of March 31 2019 no Protected Disclosures have been received under this policy.

24) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on Remuneration Package for the Managing/Executive Directors reviewing the structure design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 members. During the year under review 1 meeting of the committee was held 11/03/2019. The name of members Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

Sr. No.NamePositionCategoryNumber of meeting Attend
1Mrs. Manorama J. Shah##ChairmanNon-Executive Independent Director1
2Mr. Dharmesh DesaiMemberExecutive Director1
3Mr. Yogendra Machchhar*MemberExecutive Director1
4Mr. Harsh Shah#ChairmanNon-Executive Independent Director0

*appointed as member of the committee on 11/03/2019 #resigned on 11/03/2019

## appointed as chairman in place of Mr. Harsh Shah on 11/03/2019

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is also available on the Company's website at www.tohealpharmachem.com.

25) SUB-COMMITTEE (QUARTERLY RESULTS REVIEW COMMITTEE):

The Sub-Committee (Quarterly Results Review Committee) comprises as under:

NameDesignation
Mrs. Manorama J. Shah##Chairman
Mr. Dharmesh DesaiMember
Mr. Yogendra Machchhar*Member
Mr. Harsh Shah#Chairman

*appointed as member of the committee on 11/03/2019

#resigned on 11/03/2019

## appointed as chairman in place of Mr. Harsh Shah on 11/03/2019

The Committee is responsible for approving quarterly un-audited financial statements and monitoring the performance of the Company. Four meeting were held on the following dates:

30/05/201811/08/201813/11/201812/02/2019

26) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 members. During the year under review 4 meetings of the committee were held 17/04/2018 21/07/2018 20/10/2018 and 18/01/2019. The name of members Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Sr. No.NamePositionCategoryNumber of meeting Attend
1Mrs. Manorama J. Shah##ChairmanNon-Executive Independent Director4
2Mr. Dharmesh DesaiMemberExecutive Director4
3Mr. Yogendra Machchhar*MemberExecutive Director0
4Mr. Harsh Shah#ChairmanNon-Executive Independent Director4

*appointed as chairman of the committee on 11/03/2019 #resigned on 11/03/2019

## appointed as chairman in place of Mr. Harsh Shah on 11/03/2019

The status of shareholders' complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on 31st March 2019 is given below):-

Complaints Status: 01.04.2018 to 31.03.2019
Number of complaints received so far1
Number of complaints solved0
Number of pending complaints1

Compliance Officer:

Mr. Atul Pandit is Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI) Listing Agreement with Stock Exchanges Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

Name:Cameo Corporate Services Limited
Address:Subramanian Building No.1 Club
House Road Chennai - 600002
Tel:044-2846 0390
Fax:044-2846 0390
Email:cameo@cameoindia.com

27) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your company's operating framework. Your company believes that managing risk helps in maximizing returns. The company's approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks:

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking Inventory management and proactive vendor development practices. The Company's reputation for quality product differentiation and service coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks:

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks:

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system training and integration of learning and development activities.

Strategic Risks:

Emerging businesses capital expenditure for capacity expansion etc. are normal strategic risk faced by the company. However the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc..

28) EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a part of this Annual Report as Annexure-C.

29) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

30) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.

31) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

32) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters Directors Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

33) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73 74 of the Companies Act 2013 read with Acceptance of Deposits Rules 2014 as amended are applicable.

34) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

35) CORPORATE GOVERNANCE:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September 2014 (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 shall not be mandatory to the following class of companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore as on the last day of the previous financial year;

Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 becomes applicable to a company at a later date such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 within six months from the date on which the provisions became applicable to the company.

Accordingly it may be noted that the paid up share capital of the Company is below Rs. 10 crore and Net Worth of the Company has not exceeded Rs.25 crore as on 31st March 2019 and hence Corporate Governance is not applicable to the Company.

36) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 forms part of this Report and the same is annexed as Annexure-D.

37) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March 2019. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31st March 2019.

38) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed there under.

During the financial year 2018-19 the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March 2019.

39) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is Nil.

40) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The Provision of Section 135 of the Company Act 2013 are not applicable since the company does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.

41) DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

42) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to `Meetings of the Board of Directors' and General Meetings' respectively have been duly followed by the Company.

43) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has not paid the Annual Listing Fees for the year 2018-2019 to BSE where the Company's Shares are listed.

44) PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulation 2015 which came into effect from May 2015. Pursuant thereto the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. Code of Internal Procedures and Conduct for regulating Monitoring and reporting of Trading by Insiders and Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information has been framed and adopted. The Code requires pre-clearance for dealing in the Company's shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

45) ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers members dealers vendors banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors
For Madhuveer Com 18 Network Limited
Sd/-Sd/-Sd/-
(Atul Pandit)(Manorama Shah)(Yogendra Machchhar)
Date: 13/08/2019Managing DirectorDirectorDirector & CFO
Place: AhmedabadDIN: 02293998DIN: 07108562DIN: 03155750