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Munoth Communication Ltd.

BSE: 511401 Sector: Others
NSE: N.A. ISIN Code: INE410E01015
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NSE 05:30 | 01 Jan Munoth Communication Ltd
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VOLUME 1490
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OPEN 3.86
CLOSE 3.86
VOLUME 1490
52-Week high 3.86
52-Week low 2.50
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Munoth Communication Ltd. (MUNOTHCOMMUN) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their Thirty Seventh AnnualReport together with the Audited Accounts (Standalone and Consolidated) for the year endedMarch 31 2021:

(In ‘000s)

PARTICULARS STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
Rs. Rs. Rs. Rs.
Total Revenue 1735.993 37.265 1735.993 37.265
Total Expenses 5902.186 4710.723 5902.186 4710.723
Profit/(Loss) before exceptional and extra ordinary items and tax (4166.193) (4673.458) (4166.193) (4673.458)
Less: Exceptional items 0 0 0 0
Less: Extraordinary items 0 0 0 0
Profit/(Loss) before tax (4166.193) (4673.458) (4166.193) (4673.458)
Less: Current and Deferred Tax 0 0 0 0
Add: Share of Profit from Associates - - (17.355) (19.743)
–CFORE Telecom Limited
Profit/(Loss) after tax (4166.193) (4673.458) (4183.548) (4693.201)
Other Comprehensive Income: Items that will not be reclassified to profit or loss- Changes in fair value of FVOCI equity instruments. 7646.184 1086.367 7646.184 1086.367
Total Comprehensive income for the year 3479.991 (3587.091) 3462.636 (3606.834)
Earnings per share: Basic & Diluted (0.43) (0.48) (0.43) (0.49)

 

REVIEW OF BUSINESS OPERATIONS:

Your Company has made sales of Rs. 17 32250 for the year ending 31stMarch 2021 as against Rs. NIL sales for the year ending 31st March 2020.

Further the Company has made loss of Rs. 41 66193 for the year ending31st March 2021 as against Rs. 46 73458 for the year ending 31st March2020.

 

FUTURE PROSPECTS:

The Company is proposing to set up an assembly unit to assemble powerbank and battery pack given conducive environment and attractive fiscal incentives byGovernment of India and State Government. The proposed plan is delayed due to COVID-19virus breakout in our Country.

 

DIVIDEND:

The Board of Directors has decided not to recommend any dividend.

 

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The provisions of Section 125(2) of the companies Act 2013 do notapply as there was no dividend declared and paid last year.

 

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAS OCCURRED BETWEEN 31st MARCH 2021(THE END OF THE FINANCIAL YEAR) and28th MAY 2021 (THE DATE OF REPORT)

There were no material changes and commitments affecting the financialposition of the company between 31st March 2021 (the end of the financial year)and 28th May 2021 (the date of the report).

 

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGAND OUTGO.

The details of conservation of energy technology absorption etc asrequired to be given under section 134 (3) (m) of the Companies Act 2013 read with Rule 8of The Companies (Accounts) Rules 2014 are not applicable to the Company as our Companyhas not carried out any manufacturing activities.

The foreign exchange earnings on account of the operation of theCompany during the year were Rs. NIL.

 

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY OF THE COMPANY

The Risk Management Committee of the Company continuously monitorsbusiness and operations risk through an efficient risk management system.

 

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable for the financialyear 2020-21.

 

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided working capital loan Guarantee orprovided security. The details of investments made by the company are given in the notesto the financial statements.

 

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors paymentof managerial remuneration Director's qualifications positive attributesindependence of Directors and other related matters as provided under Section178(3) of theCompanies Act 2013 is furnished as Annexure1 and is attached to this report.

 

EXTRACT OF ANNUAL RETURN

The Extract of Annual return as on March 31 2021 as provided underSub-section (3) of section 92 of Companies Act 2013 in Form No. MGT - 9 is being annexedas Annexure 2 to the report.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented inseparate section forming part of the Annual Report as Annexure 3.

 

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required in Clause (c) of Sub- Section (3) of Section 134 of theCompanies Act 2013 your Director confirms and state that—

a) In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.

b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the close of thefinancial year ended 31ST March 2021 and of the Profit/Loss of thecompany for the year ended 31ST March 2021.

c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concernbasis.

e) The Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

As per SEBI Listing Regulations 2015 Audit Committee has reviewed theDirector's Responsibility Statement.

 

DEPOSITS

The Company has not accepted any public deposits and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of balance sheet.

 

DIRECTORS & KMP:

Mr.Bharat Munoth Mr.Lalchand Munoth retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

Ms. Lakshika Mehta is been reappointed as Independent Director of theCompany with effect from September 20 2020 for a period of 5 years.

Mr. Jaswant Munoth is been reappointed as Managing Director of theCompany with effect from November 30 2020 for a period of 3 years.

Pursuant to Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time the following arethe details of the directors seeking appointment/ re-appointment:

 

1.Brief resume of Mr. Bharat Munoth and nature of his expertise inspecificareas:

Mr.Bharat Munoth is retiring by rotation at this Annual General Meetingand being eligible offers himself for reappointment. Mr. Bharat Munoth aged 51years(DOB:02/03/1970) is a commerce graduate and he has extensive knowledge and experience inthe field of finance and investments. He is the director of the company since 1992. He isalso the director of Munoth Financial Services Limited Munoth Bio science Limited SouthIndia chemicals and Leasing Private Limited Maharana Finance and Investments PrivateLimited and Shankeswar Finance and Investments Private Limited. As on March 31 2021 hisshareholding in the Company is 90950 shares and has no shares held by/for other persons ona beneficial basis. He has attended all the 4 board meetings held by the company.

Disclosure of relationships between directors inter-se: Mr. LalchandMunoth is the father of Mr. Bharat Munoth and Mr. Jaswant Munoth& Mr. Vikas Munoth arebrothers of Mr. Bharat Munoth.

2. Brief of Mr. Lalchand Munoth and nature of his expertise in specificareas:

Mr. Lalchand Munoth is retiring by rotation at his Annual GeneralMeeting and being eligible offers himself for reappointment. Mr. Lalchand Munoth aged 83years (DOB: 05/12/1938) holds a Bachelor degree in Arts from the Mysore University. He isa senior member of the board and a guiding figure for the Munoth Team. His stature in theindustry and array of corporate relationships are valuable for the Company.

He is the architect behind several successful finance & investmentcompanies and has vast experience in the finance field. He is the director of the Companysince incorporation. He is also director of Misrimal Navajee Estates Private LimitedMunoth Industries Limited Munoth Bioscience Limited Munoth Financial Services Limitedand South India Chemicals and Leasing Private Limited. As on March 31 2021 hisshareholding in the Company is 125350 shares and has no shares held by/for other personson a beneficial basis. He has attended all the 4 board meetings held by the company.

Disclosure of relationships between directors inter-se: Mr. LalchandMunoth is the father of Mr. Jaswant Munoth Mr. Bharat Munoth and Mr. Vikas Munoth.

 

DECLARATION OF INDEPENDENT DIRECTORS:

The independent Directors have confirmed and declared that they are notdisqualified to act as an independent Director in compliance with the provisions ofSection 149 of the Companies Act. 2013.

 

ADEQUACY OF INTERNAL CONTROL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls withreference to financial statements. During the year under review such controls were testedand no reportable material weakness in the design or operation was observed.

 

STATUTORY AUDITORS:

M/s. Mardia and Associates continue to be the statutory auditors of thecompany till the Annual General Meeting in the year 2022.

 

SECRETARIAL AUDIT REPORT:

A Secretarial Audit was conducted during the year by the secretarialAuditor Mr. N. Selvam Practicing Company Secretary in accordance with provisions ofsection 204 of the Companies Act 2013. The Secretarial Audit Report is attached asAnnexure 4 and forms a part of the report of the Directors.

 

COST AUDIT:

Cost Audit is not applicable to the Company for the financial year2020-21.

 

EXPLANATION / COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS.

There were no comments or observations or adverse remarks made by theauditor or practicing company secretary in their reports.

 

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by Instituteof Company Secretaries of India (ICSI) as and when it was applicable.

 

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint venture Company.During the year under review the Company has one associate Company -CFORE TelecomLimited. The disclosure in Form No. AOC 1 is enclosed as Annexure 5.

 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies act 2013 and SEBIRegulations the Company has formulated a policy on Related Party transactions which isalso available on Company's website at www.munothcommunication.com. The policyintends to ensure that proper reporting approval and disclosure procedures are in placefor all transactions between the Company and Related Parties.

All Related Party transactions are placed before the Audit Committeefor review and approval Prior omni bus approval is obtained for Related Partytransactions on a quarterly basis for transactions which are of repetitive nature and/orentered in the Ordinary Course of Business and are at Arm's Length.

The disclosure for financial year 2020-21 in Form No. AOC.2 is enclosedas Annexure 6.

 

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

There are no persons employed in the Company during the year or forpart of the year who were in receipt of remuneration in excess of the limits set out inRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 read with in terms of provisions of Section 197(12) of theCompanies Act 2013.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) rules 2014 are provided in the Annual Report asAnnexure 7.

In terms of Section 136 of the Act the reports and accounts are beingsent to the members and others entitled thereto which is available for inspection by themembers at the registered office of the company during business hours on working days ofthe company. If any member is interested in inspecting the same such member may write tothe Company in advance and the same will be furnished. The full annual report is alsoavailable on the Company's website www. munothcommunication.com.

 

VIGIL MECHANISM:

The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Agreement includes an Ethics & Compliance TaskForce comprising Senior Executives of the Company. The policy on vigil mechanism andwhistle blower policy may be accessed on the company's website www.munothcommunication.com.

 

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 report on Corporate Governance is not applicable to theCompany for the financial year 2020-21 since the Net Worth is below 25 Crores and the Paidup Capital of the Company is less than 10 Crores.

 

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted 4 Board meetings during the financial yearunder review. They were held on 10th June 2020 10th August 2020 10thNovember 2020 and 9th February 2021.

 

AUDIT COMMITTEE:

The Audit Committee comprises of Directors namely Mr. C R Sasi Ms.Lakshika Mehta (Chairman) and Mr. Jaswant Munoth (executive director) as members. All therecommendations made by the Audit Committee were accepted by the Board.

 

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of 3 Directorsnamely Mr. CR Sasi (Chairman) Ms. Lakshika Mehta and Mr. Jaswant Munoth (executivedirector)as members. The Nomination and Remuneration Policy is mentioned in Annexure1 ofthe Annual Report.

 

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors has constituted the Shareholders' andInvestors' Grievance Committee in 2000.This Committee specifically looks into theShareholders' and investors' complaints on matters relating to transfer ofshares non-receipt of annual report etc. In addition the Committee also looks intomatters that can facilitate better investor services and relations.

The committee consists of the following Directors:

1. Ms. Lakshika Mehta Chairman

2. Mr. C R Sasi

3. Mr. Jaswant Munoth

 

STOCK EXCHANGES

The Company's shares are listed on The Stock Exchange Mumbai.

 

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issuedby the Securities and Exchange Board of India for prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Board of Directors and the designated employees have confirmed compliancewith the code.

 

GENERAL:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review.

1. Issue of equity shares with differential rights as todividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employeesof the company and ESOS under any scheme.

3. The company does not have any subsidiaries and hence thedisclosure stating that the Managing Director / whole Time Director of the Company notreceiving any remuneration or commission for subsidiary are not applicable.

4. No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

5. There were no cases filed pursuant to the Sexual Harassmentof Women at Work place (Prevention Prohibition and Redressal) Act 2013.

 

ACKNOWLEDGEMENTS:

Your Directors would like to express their gratitude to theShareholders vendors bankers and customers for their support and co-operation. They wishto thank all the employees of the Company for their sincere and dedicated services.

By Order of the Board
for MUNOTHCOMMUNICATION LIMITED
-Sd- -Sd-
Place : Chennai Jaswant Munoth Bharat Munoth
Date : 28.05.2021 Managing Director (DIN: 00769545) Director (DIN : 00769588)

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