undefined share price Directors report


To,

The Members of

Fone4 Communications (India) Limited

Your Directors have pleasure in presenting the 09th Directors Report on the business and operations of Fone4 Communications (India) Limited (The Company) together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31, 2023

Financial Result:

(Amount in Lakhs)

Particulars

F.Y. 2023-2023 F.Y. 2021-2022
Standalone Standalone

Total Income

10306.94 5194.91

Total Expenditure

10515.92 5151.94

Profit / (Loss)

(208.38) 126.96

Before Tax

Less: Current

18.92 49.69

Tax/Provision for Tax

Profit / (Loss) After

(189.46) 77.27

Tax

1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31st March, 2023, the Company has recorded total revenue of INR 10306.94 Lakhs/- as against INR 5194.91/- Lakhs in the previous year. During the reporting period the Company has incurred Net Loss of INR 189.46 Lakhs as against the profit of INR 77.27/- Lakhs in the previous year.

2. SHARE CAPITAL:

During the financial year 2022-2023, there has been no change in the Authorized Share Capital of the.

Company. Issued, Subscribed and paid up share Capital of the Company has been increased from INR 10,25,00,000 divided into 1,02,50,000 Equity share of INR 10 each to INR 17,05,00,000 divided into 1,70,50,000 Equity shares of Rs. 10 each.

During the financial year 2022-2023, The company has made public offer of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018, wherein 6,80,000 Equity Shares were issued through the Initial Public Offer. The Company has allotted Equity shares vide Board Resolution as on 02nd May, 2022.

(i) Initial Public Offer and Listing of Shares:

The Company made its public offer of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018, wherein 68,00,000 Equity Shares were issued through the Initial Public Offer. The shares were allotted on May 02nd, 2022 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited.

The members of the Company had passed a Special Resolution in Extra Ordinary General Meeting held on March 16th, 2022 for listing its Equity shares on SME Platform of BSE Limited ("SME Exchange"), M/S Finshore Management Services Limited acted as Merchant Banker and Lead Manager to execute the listing procedure in compliance with SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 & Securities Contract Regulation Act, 1956.

The equity shares of your Company are listed on BSE Limited with effect from May 06th, 2022 pursuant to Initial Public Offer of the Company.

3. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

4. DIVIDEND:

The Board of Directors did not recommend any dividend for the year.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no change in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No. Name of Director

Designation DIN Original Date of Appointment Date of Appointment at current designation Date of Resignation

1 M r. Sayyed Hamid

Managing

Director

05167876 08/05/2014 12/03/2022 -

2 Mr. Roudha Zerlina

Non-Executive

Director

05168024 08/05/2014 12/03/2022 -

3 Mr. Mohammed Arzoo Abdul Latheef

Independent

Director

09525381 12/03/2022 16/03/2022

4 Mr. Mohammed Asharaf

Independent

Director

09526578 12/03/2022 16/03/2022 -

5 M r. Sayyed Imbichi Haris Sayyed

Executive

Director

08395581 20/03/2019 02/09/2019

A. Changes in Directors are as follows:

During the year under review there was no change in the Board of Directors of the Company.

B. Chief Financial Officer

Mr. Sayyed Imbichi Haris Sayyed

C. Company Secretary & Compliance Officer

The Company had appointed Ms. Shweta Mehrotra as Company Secretary & Compliance Officer of the Company w.e.f. 04th November, 2022.

Ms. Nisha Shaw resigned from the post of Company secretary and compliance officer of the Company w.e.f. 28th September 2022.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 10 (Ten) meetings of the Board of Directors were held. The dates on which the said meetings were held:

• 01st April, 2022

• 18th April, 2022

• 02nd May, 2022

• 25th July, 2022

• 08th September, 2022

• 04th November, 2022

• 14th November, 2022

• 05th December, 2022

• 01st February, 2023

• 31st March, 2023

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

12. NUMBER OF MEETINGS OF AUDIT COMMITTEE

• 01st April, 2022

• 08th September, 2022

• 14th November, 2022

• 05th December, 2022

13. NUMBER OF MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

• 01st April, 2022

• 04th November, 2022

• 15th December, 2022

14. NUMBER OF MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

• 01st April 2022

• 04th November 2022

• 05th December 2022

Board Committees:

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

S. No Name of the Members

Designation

1. Mr. Mohammed Asharaf

(Chairman, Independent Director)

2. Mr. Mohammed Arzoo Abdul Latheef

(Member, Independent Director)

3. Mr. Sayyed Hamid

(Member, Managing Director)

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

S. No Name of the Members

Designation

1. Mr. Mohammed Asharaf

(Chairman, Independent Director)

2. Mr. Mohammed Arzoo Abdul Latheef

(Member, Independent Director)

3. Mrs. Roudha Zerlina

(Member, Non-Executive Director)

Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

S. No Name of the Members

Designation

1. Mrs. Roudha Zerlina

(Chairman, Non-Executive Director)

2. Mr. Sayyed Hamid

Member, Managing Director

3. Mr. Sayyed Imbichi Haris Sayyed

(Member, Executive Director)

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There is no material changes and commitment occurred after the end of Financial year up to the date of this report which may affect the financial position of the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

18. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

19. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

20. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

21. 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, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of 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, 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.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

The Separate Meeting of Independent Director were hold on 24th March 2023

21. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-III" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

22.. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has not given any remuneration to Directors of the Company.

23.POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

.24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year, there were some transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-2 has been annexed to the Report as Annexure-I.

25.NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

26.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no Subsidiary, associate or Joint Venture Company as on date.

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March2023 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31st March,2023 on a going concern basis;

(e) 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

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

30.AUDITORS & AUDITORS REPORT:

a) Statutory Auditor:

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. Kapish Jain & Associates., Chartered Accountants (FRN: 022743N) were appointed as a Statutory Auditors of the Company for the financial year 2022-2023

Auditors Report

The Auditors Report for financial year ended March 31, 2023. All Observations, qualifications, disclaimer adverse remarks made in the Independent Auditors Report and Notes forming part of the Financial Statements are mentioned below along with the response of the management, and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

S. No Auditor Qualification

Management Response

1 The company had initiated the process of software migration, during the last financial year, for its accounting database from its existing legacy package to tally package (desktop version) for which updation / reconciliation is in process

Earlier company was using ERP Software for accounting; however, the Company has switched to Tally Accounting software version. Migration of Accounting Software is a time-consuming process as we need to reconcile entries in suitable tabs in new software in consonance with previous software. It is pertinent to mention that presented financials depicts the accurate & correct picture however Company is practicing updation/reconciliation in respect of current accounting.

2 The confirmations in certain cases regarding the closing balances of trade receivables, trade payables and loans & advances were not made available to us even directly or by the management. Therefore, we are unable to comment whether those balances as shown in financial statements are correct or not.

In this regard we would like to apprise you of the fact that due to migration to Tally Accounting Software which is a time-consuming process and the complete finance team was engaged in the said process. Due to paucity of time, confirmations in certain cases regarding the closing balances of trade receivables, trade payables and loans & advances were not made available to auditor by the management

3 the Company is in process of reconciliation of GST input tax credit between credit lying in books and credit available in GSTR-2A at GST portal. Any discrepancies out of such reconciliation, if any, is presently not ascertainable

In this regard, the Company is in process of updating the system and soon be reconciled

4 the Company has registered under the Employees Provident Fund Act, 1952 and Employees State Insurance Act, 1948, however, the same has not been deducted and deposited on the eligible employees. The impact of the same is not ascertainable.

We would like to apprise you of the fact number of employees falls below the minimum eligibility criteria required to comply the Act, thats why company was not complying the same. However, we are in process of complying the same.

b) 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, the cost audit is not applicable to the Company.

c) Internal auditors

The Company has appointed R Nishanth Sebastian as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 read with the rule 13 of the Companies (Accounts) Rules, 2014, for the Financial Year 2022-23 and the Internal Auditor submitted its report to the Board.

d) Secretarial Auditor:

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 M/s Vikas Verma & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2022-2023.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2023 contain Following qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-V)

S. No Auditor Qualification

Management Response

1 The company had initiated the process of software migration, during the last financial year, for its accounting database from its existing legacy package to tally package (desktop version) for which updation / reconciliation is in process

Earlier company was using ERP Software for accounting; however, the Company has switched to Tally Accounting software version. Migration of Accounting Software is a time-consuming process as we need to reconcile entries in suitable tabs in new software in consonance with previous software. It is pertinent to mention that presented financials depicts the accurate & correct picture however Company is practicing updation/reconciliation in respect of current accounting.

2 the Company is in process of reconciliation of GST input tax credit between credit lying in books and credit available in GSTR-2A at GST portal. Any discrepancies out of such reconciliation, if any, is presently not ascertainable

In this regard, the Company is in process of updating the system and soon be reconciled

3 the Company has registered under the Employees Provident Fund Act, 1952 and Employees State Insurance Act, 1948, however, the same has not been deducted and deposited on the eligible employees. The impact of the same is not ascertainable.

We would like to apprise you of the fact number of employees falls below the minimum eligibility criteria required to comply the Act, thats why company was not complying the same. However, we are in process of complying the same.

31.EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.fone4.in

32.. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company alsoconducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.fone4.in

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - IV".

34. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

35.. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

37. 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 REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

38.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-II".

39.RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

40. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

41. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

42.SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

43.CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

44.STATEMENT ON OTHER COMPLIANCES

Your 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 reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

45. WEBSITE OF THE COMPANY:

Your Company maintains a website www.fone4.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Date: 05-09-2023

Place: Kerala For & on behalf of

Fone4 Communications (India) Limited

Sd/-

Sayyed Hamid Managing Director DIN-05167876

Sd/-

Sayyed Imbichi Haris Sayyed Director DIN-08395581

FORM NO. AOC-2

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis:

M/s Fone4 Communications (India) Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arms length basis during financial year 2022-23.

2. Details of material contracts or arrangements or transactions at arms length basis:

M/s Fone4 Communications (India) Limited has entered into contract or arrangement or transaction with its related parties which is at arms length basis during financial year 2022-23 are as follows:

Name of Related Party and Nature of Relationship

Nature of

contracts/

arrangement/transactions

Duration of contracts/ arrangement /transactions Salient terms of contracts/ arrangements/ transactions including the value, if any Date(s) of approval by the board, if any Amount paid as advance, if any (In Lakhs)

Future Events Enterprises

Purchase of Material As per the agreement As per the agreement 01/04/2022 4.17/-

Future Events Enterprises

Sale of Material - 01/04/2022 2.15

For & on behalf of

Date: 05-09-2023 Fone4 Communications (India) Limited

Place: Kerala

Sd/-

Sayyed Hamid Managing Director DIN-05167876

Sd/-

Sayyed Imbichi Haris Sayyed Director DIN-08395581

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

[Pursuant to Section 134 (3)(m) read with Rule 8(3) of Companies (Accounts) Rules, 2014]

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy;

NIL

(ii) The steps taken by the company for utilizing alternate sources of energy;

NIL

(iii) The capital investment on energy conservation equipments.

Nil

(B) Technology absorption

(i) The efforts made towards technology absorption;

NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

NIL

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

N.A.

N.A.

N.A.

N.A.

(iv) The expenditure incurred on Research and Development.

NIL

(C) Foreign exchange Earnings and Outgo-

(i) The Foreign Exchange earned in the terms of actual inflows during the year;

Nil

(ii) Foreign Exchange outgo during the year in terms of actual outflow.

Nil

Date: 05-09-2023 For & on behalf of

Place: Kerala Fone4 Communications (India) Limited

Sd/-

Sayyed Hamid Managing Director DIN-05167876

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Sayyed Imbichi Haris Sayyed Director DIN-08395581

Information of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.NO. PARTICULARS

REMARKS

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

NIL

2 The percentage increase in the median remuneration of employees in the financial year.

4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

6 Affirmation that the remuneration is as per the remuneration policy of the Company

The Directors affirm that the remuneration was paid as per the Remuneration Policy of the Company.

For & on behalf of Fone4 Communications (India) Limited

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Sayyed Hamid Managing Director DIN-05167876

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Sayyed Imbichi Haris Sayyed Director DIN-08395581

Date: 05/09/2023 Place : Kerala