Kome-on Communication Ltd Directors Report

To The Members,

The Directors place before member 30^th Annual Report of Kome-on Communication Limited (The “Company” or “KOCL”) along with Audited Financial for the year ended 31^st March, 2023.

OPERATIONS:

Performance of your Company as under:

(Rs. In Thousands)

Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Turnover	--	--
Profit/(Loss) before taxation	(13028.01)	(1951.23)
Less: Tax Expense
a) Current Tax	-	-
b) Deferred tax	-	-
Profit/(Loss) after tax	(13028.01)	(1951.23)

FINANCIAL RESULT:

The Company had a net loss of Rs. (13028.01) /- (In Thousands) as compared to net loss of Rs. (1951.23) (In Thousands) in the previous year.

DIVIDEND:

Based on the Company’s performance your directors could not consider declaring dividend to the equity shareholders of the Company during the financial year in view of the inadequate profits.

AMOUNTS TRANSFERRED TO RESERVES:

The Company did not propose to transfer to the General Reserves.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31^st March 2023 was Rs. 15,00,81,070/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

SUBSIDARY COMPANIES:

There are no Subsidiary Companies as on 31^st March, 2023. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

Hence, Company is not required to present consolidated financial statement in respect to 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 Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

The Company has adhered to its “Policy on Related Party Transactions and Materiality of Related Party Transactions” while perusing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material as per listing agreement with stock exchanges. Further, there are no materially significant related party transactions during the year made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons. Hence disclosure under Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 is not required.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposit from Public 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 its directors.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Company’s Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

During the year under review, the following changes occurred in the position of the Directors/KMPs of the Company.

Sr. No	Name of the Directors / KMPs	Date of Event	Details of Event
1	Mr. Shankar Kokane	13/02/2023	Appointment as additional Independent
			Director of the Company
2	Ms. Varsha Sahbani	13/02/2023	Appointment as Company Secretary &
			Compliance Officer of the Company.

ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, Annual Return on the website of the company. The web address where the extract of annual return is uploaded is http://komeon.in//

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2)they have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit and loss of the Company for that period.

3)That the Directors have taken proper and sufficient care 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.

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 the Company and that such internal financial controls are adequate and were operating effectively; and

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

BOARD MEETINGS:

As required under section 134(3)(b) of Companies Act, 2013 we would like to inform that the Board of Directors met 9 (Nine) times during the current financial year 2022 2023. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION:

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees, and other individual Directors which also include criteria for performance evaluation of the non-executive directors and executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience, and knowledge to enable the Board to discharge its functions and duties effectively.

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, its committees and individual Directors was carried out internally. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the board, its committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire board, excluding the independent Director being evaluated.

REPORTING OF FRAUD BY AUDITOR:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Eemployees to the 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 matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new Directors inducted into the board attend an orientation program. The details of training 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 in the 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 of three Non-Executive Independent Directors. The Committee is chaired by a Non-Executive Independent Director, Mr. Shankar Kokane w.e.f. 13^th February, 2023. The details of the same are more fully provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE CONSTITUTION:

During the financial year under review, the Nomination and Remuneration Committee of the Company comprises of three Non-Executive Independent Directors as on March 31, 2023. The Committee is chaired by a Non-Executive Independent Director, Mr. Shankar Kokane w.e.f. 13^th February, 2023. The details of the Committee are provided in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE CONSTITUTION:

During the financial year under review, the Stakeholders Relationship Committee of the Company comprises of three Non-Executive Independent Directors as on March 31, 2023.The Committee is under the Chairpersonship of Mr. Shankar Kokane w.e.f. 13^th February, 2023, Non-Executive Independent Director. The details of the Committee are provided in the Corporate Governance Report.

WEBSITE:

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

MANGEMENT DISCUSSION AND ANALYSIS

In terms of the provision of Regulation 34 of the Listing Regulations and Pursuant to section 134(3)(n) of Companies Act, 2013, the Management’s discussion and Analysis as set out 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 on BSE platform vide Company Code: KOCL and Scrip Code: 539910.

DEMATERIALISATION OF SHARES:

The Company’s Registrar & Transferring Agent (Electronic Transfer) has established connectivity to both the Depositories to facilitate trading in the electronic mode. As on 31.3.2023, 97.38% of Equity shares were held in demat form. M/s Satellite Corporate Services Pvt. Ltd., Mumbai is a Common Agency to maintain the electronic connectivity with both Depositories and Physical transfer of share.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the norms laid down under section 135 of Companies Act, 2013; the Company is not liable to constitute a Corporate Social Responsibility Committee (CSR Committee) as your Company does not meet the eligibility criteria for framing its Corporate Social Responsibility 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary/ Authorized person 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 read with 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 receipt of remuneration exceeding Rs. 1,02,00,000/- per annum or more. Therefore, Rule 5(2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 8,50,000/- 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. 60 lakhs 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 the Company.

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, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

OTHER DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following 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 position have occurred between the end of the financial year of the Company and date of this report.

-No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Company’s operations in future.

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

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

-During the year, there is no application made or any proceedings pending under The Insolvency and Bankruptcy Code, 2016.

-Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof. Not Applicable.

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

Since the Company does not have 10 or more employees, the Company is not required to constitute Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2022-2023, no cases in the nature of sexual harassment was reported at our workplace of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company keeping in view the nature of business carried out by the Company.

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 Management Policy which provides for the identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory.

Further, in terms of Regulation 17(9)(b) of Listing Regulations, the Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

Therefore, the Company is not required to make any disclosure as specified in Section 134(3)(o) of the Act.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 a separate report on Corporate Governance under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, is furnished as a part of the Annual Report along with the Auditors Certificate on its Compliance under Annexure - II.

STATUTORY AUDITORS:

M/s. AMD & Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting.

AUDITORS’ REPORT:

The Auditors Report for fiscal year 2022-2023 contains certain qualification, reservation, or adverse remark which is annexed to this Report.

The Statutory Auditors Report does not contain any qualification, reservation, or adverse remark.

MAINTENANCE OF COST RECORDS:

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder, M/s. Aditya Shah & Associates, Practicing Company Secretaries, was appointed for the issuance of the Secretarial Audit Report for the Financial Year ended 31^st March 2023.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report is appended to the Directors’ Report in Annexure - III.

The Secretarial Audit Report contains the following qualification, reservations, or adverse remark: a. The company has not appointed Internal Auditor as per Section 138(1) of Companies, Act 2013.

b. The Company has not complied with SEBI / CIR / ISD / 3 / 2011 where all the shares of 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 Act, 2013 and SEBI (LODR) Regulations, 2015.

d. The Company has not complied with Quarterly compliances as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Quarter ended on June 30, 2022.

e. The Company has not maintained a Structured Digital Database as required under Regulation 3(5) of SEBI

(Prohibition of Insider Trading) Regulations, 2015

f. The Company has outstanding intercorporate loans and advances which is beyond the prescribed limits under the Companies Act, 2013, and for which members approval has not been taken.

g. During the period under review, the composition of Nomination and Remuneration committee was not in accordance with Regulation 19 of SEBI LODR Regulations, 2014.

Management’s representation to the Auditors qualification, reservation, or adverse remark: a) The Company is in the process of appointing suitable candidate for the post of Internal Auditor. b) The Company is in the process of dematerializing the entire shareholding of the promoters.

c) The Company has already appointed a suitable person for updating the website of the Company and has already updated the website of the Company.

d) The Company is taking adequate measures to avoid such things in future. e) The Company is taking adequate measures to comply with the same. 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 ITS COMMITTEES 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 applicable clauses of the Listing Regulations, and the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of its various committees and individual directors is provided hereto:

Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of the Independent Directors and the Board. The Nomination and Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every director’s performance in accordance with

Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees, based on the Company’s Performance Evaluation Policy.

NOMINATION AND REMUNERATION POLICY

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

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

WHISTLE BLOWER & VIGIL MECHANISM:

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

CAUTIONARY STATEMENT:

Statements in this Board’s Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations, or predictions may be forward looking within the meaning of applicable securities, laws, and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include change in government relations, tax laws, economic & political developments within and outside the country and such other factors.

ACKNOWLEGEMENT:

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies, and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in the successful performance of the Company during the year.

	For Kome-On Communication Ltd
Date: 14.08.2023
	Sd/-
Registered Office:	Mr. Ashish Patel
102, Dadri Faliya, First Floor, Rudrakash Complex,	DIN: 07659614
Atul Valsad Road, Opp. Ambe Mata Temple,	Managing Director
Near Mukund Bridge, Gujarat Valsad 396001