Kome on Communication Ltd Directors Report.

To

The Members

The Directors place before member 26th Annual Report of Kome-on Communication Limited (The "Company" or "KOCL") along with Audited Financial for the year ended 31st March, 2019.

OPERATIONS:

The Company in this fiscal year has incurred loss of Rs. 13,71,115 in comparison to the previous year loss of Rs. 5,82,333. Your Company operates its business in the field of Entertainment Industry by providing consultation to various production houses and also operates in the area of developing and marketing serials, feature films software for electronic channels also lets out studio equipments related to entertainment.

Performance of your Company as under:

Particulars Year ended 31st March, 2019 Year ended 31st March, 2018
Turnover - 6.63
Profit/(Loss) before taxation (13.65) (5.82)
Less: Tax Expense
a) Current Tax
b) Deferred tax (0.06) - -
Profit/(Loss) after tax (13.71) (5.82)

FINANCIAL RESULT:

During the year under review, your Company has earned gross total income is NIL against Rs. 6,63,166 in the previous year. The Company had a net loss of Rs. 13,65,191 as compared to net loss of Rs. 5,82,333in the previous year.

*Gross Income includes Sales from operations, other income and increase/decrease in stock.

DIVIDEND:

Based on the Companys 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:

During the year, the Company had a loss of Rs. 13,65,191. Hence, the Company did not propose to transfer to the General Reserves.

COMPANYS PERFORMANCE:

Companys revenue from operations for F.Y. 2018-19 is NIL as compared to Rs. 6,12,674 in F.Y. 2017-18.Earnings before interest, tax, depreciation and amortisation ("EBITDA") for F.Y. 2018-19 is Rs. (13,65,191) as compared to Rs. (5,82,333) in F.Y. 2017-18. Profit after tax ("PAT") for F.Y. 2018-19 is Rs. (13,71,115) as compared to Rs. (5,82,333) of F.Y. 2017-18.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31st March 2019 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 31st March, 2019. 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:

During the financial year 2018-19, the Company has not given any loan to any Company including Associate Concern.

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

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business.

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 Companys website.

Further, during the year under review, the Company has not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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, 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 reuired.

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.

DIRECTORS:

Your Directors dedicate themselves to the principles and ideals to meet the expectation of the stakeholders of the Company. In accordance with the provisions of Section 152 of Companies Act, 2013, and the Articles of Association, Mr. Gajendra Kalulal Salvi (DIN: 07904814) retires by rotation, at the forthcoming AGM and, being eligible offers himself for re-appointment. Brief profile of Mr. Gajendra Kalulal Salvi has been given in the notice convening Annual General Meeting.

Mr. Mukesh Bunker, Parshuram Katwe and Apeksha Jadhav are appointed as independent director. They hold office for a period of 5 yrs from the conclusion of 25th Annual General Meeting.

KEY MANAGERIAL PERSON:

Your Company has already complied with the provision under section 203 of the Companies Act, 2013 by appointing Shri Gajendra Salvi (DIN: 07904814) as Managing Ditrector, Shri Badri Prasad Joshi (DIN: 07850687) as CFO & Whole-time Director & Shri Balkrishna G. Pandya (FCS: 791) as Company Secretary.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return as on the financial year ended on 31st March, 2019, in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 (hereinafter referred to as the "Act") and Rule 12(1) of the Companies (Management and Administration)Rules, 2014, is appended to the Directors Report in Annexure-I. Further, the Annual Return in Form MGT-7 for the financial year ended 31.03.2019 will be uploaded on the website of the Company via the link: http://komeon.in// after the same is filed with the Registrar of Companies.

DIRECTORS REMUNERATION:

As prescribed under section 134(1)(e) of Companies Act, 2013, it is to inform that none of 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 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 31st March, 2019 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 7 (Seven) times during the current financial year 2018–2019. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION:

The board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"). The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of the criteria such as the board composition and structure, effectivenes of board processes, information and functioning, etc. The performance of the committees was evaluated by the board in its meeting held on 29th March, 2019 after seeking inputs from the committee members on the basis of the criteria such as the composition committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors held on 22nd January, 2019, 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 revew, the Statutory Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(2) of the Companies Acy, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys 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, Ms. Apeksha Jadhav.

The details of the same are morefully 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, 2019. The Committee is chaired by a Non-Executive Independent Director, Ms. Apeksha Jadhav.

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, 2019.The Committee is under the Chairpersonship of Mr.Mukesh Bunker, 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 Managements discussion and Analysis as set out in this report as ANNEXURE - II.

STOCK EXCHANGE LISTINGS:

The Companys equity is listed on BSE and members are allowed and permitted to trade on BSE platform vide Company Code: KOCL and No: 539910.

DEMATERIALISATION OF SHARES:

The Companys Registrar & Transferring Agent (Electronic Transfer) has established connectivity to both the Depositories to facilitate trading in the electronic mode. As on 31.3.2019, 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 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 Companys 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 Companys 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.

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

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Kome–on Communication Limited has modified the erstwhile policy for Prevention of Sexual Harassment at the Workplace and the Board of Directors has unanimously 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 at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. The earlier policy has been amended 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 issues regarding Sexual Harassments at work place.

During the Financial year no complaint was received of Sexual Harassments at work place.

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 and have delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures. This is morefully described in Corporate Governance Report.

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 Annexure - III.

Under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors are pleased to inform that your Company has complied with all major Regulations prescribed under said Regulation of SEBI (LODR), Reg. 2015. A certificate from the Practicing Company Secretary Ms. Shiwali Jhanwar in the line with Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to and forms part of the Directors Report.

STATUTORY AUDITORS:

M/s. SSRV & Associates, Chartered Accountants, Mumbai have resigned as a Statutory Auditor of the Company w.e.f 21st August, 2019. As per the provisions of Companies Act, 2013 read with rules made thereunder a casual vacancy caused due to resignation of Statutory Auditor needs to be approved by the members in a general meeting within three months. Accordingly, the Board of Directors have recommended the appointment of M/s. PMPK & Company, Chartered Accountants, Mumbai, to the members of the Company for their approval at the Annual General Meeting by way of passing an ordinary resolution to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty First Annual General Meeting .

M/s. PMPK & Company, Chartered Accountants, Mumbai, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by the shareholders, would be within the limits prescribed under the Act.

AUDITORS & AUDITORS REPORTS:

The Auditors Report for fiscal 2019 contains certain qualification, reservation or adverse remark which is annexed to this Report.

The Auditors Report contains the following qualification, reservation or adverse remark:

As per section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, Company is required to appoint Internal Auditor; however the Company has not appointed Internal Auditor for the year ended March 2019.

Managements representation to the Auditors qualification, reservation or adverse remark:

The Company is in the process of appointing suitable candidate for the post of Internal Auditor.

INDEPENDENT AUDITORS REPORT

The Self Explanatory Independent Auditors Report does not contain any adverse remarks or qualification.

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, CS Brajesh Gupta & Co. , Company Secretary Firm, was appointed for the issuance of the Secretarial Audit Report for the Financial Year ended 31st March 2019.

SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report contains the following qualification, reservation or adverse remark:

1. The Company has not been registered under the Gujarat Professions Tax Act, 1976;

2. The Company has not appointed Internal Auditor as per Section 138(1) of Companies, Act 2013;

3. The Company has not complied with regulation for holding entire shareholding in dematerialization for the promoters of the Company;

4. The Company fails to publish Financial Results for the quarter ended June, 2018 & September, 2018 with respect to the Regulation 47 of SEBI (LODR) Regulations 2015;

5. The Company has not disseminated to the exchange the newspaper publications made by the Company during the year as required under regulation 47(1) and (3) of SEBI (LODR) Regulation, 2015.

Managements representation to the Auditors qualification, reservation or adverse remark:

i. The Company is in the process of registering itself with Gujarat Professions Tax Act, 1976

ii. The Company is in the process of appointing suitable candidate for the post of Internal Auditor.

iii. The Company is in the process of dematerilising the entire shareholding of the promoters.

iv. The Company was not aware of the respective regulation of SEBI (LODR) Regulations 2015. However, as soon as it came to knowledge of the management, the necessary actions were taken from the quarter ended December, 2019.

v. The Company has published the result in the newspaper as required under Regulation 47 of the SEBI (LODR) Regulation, 2015 within the prescribed time. Aslo the result were uploaded on exchange within prescribed time. However the dissemination of newspaper publications to the exchange is not a mandatory requirement as per the LODR Regulations. Thus, the Company has not violated the provision of SEBI (LODR) Regulation, 2015.

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 directors performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Part D of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate the performance of all the Board Committees.

Further, the Nomination and Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are morefully described in the Corporate Governance Report.

Further, the Nomination and Remuneration Committee has also devised a Policy on Board Diversity 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 the Company 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 22/03/2019, pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the Listing 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 of the executive directors and Non-Executive directors.

Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by the Nomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions as specified in Clause II of Schedule IV to the Act, help in bringing an objective view in the evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all the non-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 Listing Regulations, read with Part D of Schedule II thereto the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being evaluated.

On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the Independent Directors is being considered.

Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees, based on the Companys 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 Companys 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 a comprehensive Whistle Blower and Vigil Mechanism Policy has been approved and implemented within the organization. (Refer Corporate Governance).

CAUTIONARY STATEMENT:

Statements in this Boards Report and Management Discussion and Analysis describing the Companys 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 Companys 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.

By Order of the Board of Directors
For Kome-On Communication Ltd
Sd/-
Mr. Gajendra Salvi
DIN: 07904814
Chairman Cum Managing Director
Date : 21st August, 2019
Registered Office:
338/Paiky, 6/2,
Dhamdachi Village,
Valsad, Gujarat - 396001