Munoth Communication Ltd

To The Members

Your Directors have pleasure in presenting their Fortieth Annual Report together with the Audited Accounts (Standalone and Consolidated) for the year ended March 31, 2024:

(In ‘000s)

REVIEW OF BUSINESS OPERATIONS:

Your Company has made no sales for the year ending 31st March 2024 and 31st March 2023.

Further the Company has made loss of Rs. 24,18,100 for the year ending 31st March 2024 as against Rs. 11,48,640 for the year ending 31st March 2023.

FUTURE PROSPECTS:

The Company will establish unit to assemble power bank and battery pack as the overall sale of power bank has substantially gone up after covid -19 slowdown.

DIVIDEND:

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

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN 31st MARCH 2024 (THE END OF THE FINANCIALYEAR) AND 29TH MAY 2024 (THE DATE OF REPORT)

There were no material changes and commitments affecting the financial position of the company between 31st March 2024 (the end of the financial year) and 29th May 2024 (the date of the report).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO.

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

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

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

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

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided working capital loan, Guarantee or provided security. The details of investments made by the company are given in the notes to the financial statements.

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

The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Director's qualifications, positive attributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act, 2013 is furnished as Annexure1 and is attached to this report.

EXTRACT OF ANNUAL RETURN

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act') in the prescribed form, which will be filed with Registrar of Companies /MCA, is hosted on the Company's website and can be accessed at www.munothcommunication.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in separate section forming part of the Annual Report as Annexure 2.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

"a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them 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 at the close of the financial year ended 31st March 2024 and of Profit and loss of the Company for the year ended 31st March 2024.

c) The Directors had 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.

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

e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) 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.

As per SEBI Listing Regulations 2015, Audit Committee has reviewed the Director's Responsibility Statement.

DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

DIRECTORS & KMP

Mr.Bharat Munoth, Mr.Vikas Munoth retires by rotation at the forth coming Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Denil Sudesh Shah - Additional Director of the Company is proposed to be regularized as Independent Director for another period of 5 years.

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

1. Brief resume of Mr. Bharat Munoth and nature of his expertise in specific areas: Mr. Bharat Munoth is retiring by rotation at this Annual General Meeting and being eligible offers himself for reappointment. Mr. Bharat Munoth, aged 54 years (DOB:02/03/1970) is a commerce graduate and he has extensive knowledge and experience in the field of finance and investments. He is the director of the company since 1992. He is also the director of Munoth Financial Services Limited, Munoth Bio Science Limited, South India chemicals and Leasing Private Limited, Maharana Finance and Investments Private Limited and Shankeswar Finance and Investments Private Limited. As on March 31,2024 his shareholding in the Company is 115150 shares and has no shares held by/for other persons on a beneficial basis. He has attended all the 4 board meetings held by the company. Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr. Bharat Munoth and Mr. Jaswant Munoth & Mr. Vikas Munoth are brothers of Mr. Bharat Munoth.

2. Brief resume of Mr. Vikas Munoth and nature of his expertise in specific areas.

Mr. Vikas Munoth is retiring by rotation at this Annual General Meeting and being eligible offers himself for reappointment. Mr. Vikas Munoth aged 47 years (DOB: 26/03/1977) is a graduate in Commerce and has Masters Degree in Business Administration. He is CFA with specialization in

Finance and Marketing and has a extensive knowledge in the field of mobile phones and accessories for the last 15 years. He is also director of Munoth Financial Services Limited and Munoth Industries Limited. As on March 31,2024, his shareholding in the Company is 64673 shares and has no shares held by/for other persons on a beneficial basis. He has attended all the 4 board meetings held by the company. Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr.Vikas Munoth and Mr. Jaswant Munoth & Mr. Bharat Munoth are brothers of Mr. Vikas Munoth.

3. Brief resume of Mr. Denil Sudesh Shah and nature of his expertise in specific areas.

Mr. Denil Sudesh Shah (additional director) is regularized at this annual general meeting as Independent Directo.Mr. Denil Sudesh Shah aged 47 years (DOB: 29/12/1977) is a Commerce Graduate. He has over 30 years of business experience. He is the proprietor of M/s. Nobel Hardware. He is associated with many social establishments. He is the Vice President of TamilNadu Industrial Fasteners Association. He has been Greeter for the period 2020-2022 and Secretary for the period 2022-2024 at JITO Chennai Chapter. He is been appointed as Treasurer for the period 2023-2026 at Shree Banaskantha Palanpur Jain Association. He is the Joint Treasurer at Shree Sambhavnath Vepery Jain Mandal.

DECLARATION OF INDEPENDENT DIRECTORS:

The independent Directors have confirmed and declared that they are not disqualified to act as an independent Director in compliance with the provisions of Section 149 of the Companies Act., 2013.

ADEQUACY OF INTERNAL CONTROL, FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

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

STATUTORY AUDITORS:

M/s. Kumbhat & Co continues to be the statutory auditors of the company till the Annual General Meeting in the year 2027.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit was conducted in accordance with provisions of section 204 of the "Companies Act, 2013 and the Secretarial Audit Report dated 29/05/2024 given by Mr. V N.Selvam is attached as Annexure 3 and forms a part of the report of the Directors."

COST AUDIT:

Cost Audit is not applicable to the Company for the financial year 2023-24.

"EXPLANATION / COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:"

There were no comments or observations or adverse remarks made by the auditor or Practicing Company Secretary in their reports.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint venture Company. During the year under review, the Company had one associate Company -CFORE Telecom Private Limited. CFORE ceases to be an Associate Company of Munoth Communication Limited with effect from 31st March 2024. The disclosure in Form No. AOC 1 is enclosed as Annexure 4.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies act, 2013 and SEBI Regulations, the Company has formulated a policy on Related Party transactions which is also available on Company's website at www.munothcommunication.com. The policy intends to ensure that proper reporting approval and disclosure procedures are in place for all transactions between the Company and Related Parties.

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

The disclosure for financial year 2023-24 in Form No. AOC.2 is enclosed as Annexure

5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

There are no persons employed in the Company during the year or for part of the year who were in receiptof remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with in terms of provisions of Section 197(12) of the Companies Act, 2013.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 are provided in the Annual Report as Annexure 6.

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

VIGIL MECHANISM:

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

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance is not applicable to the Company for the financial year 2023-24 Since the Net Worth is below 25 Crores and the Paid up 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 year under review. They were held on 30th May 2023, 14th August 2023, 14th November 2023 and 14th February 2024.

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 the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

"The Nomination and Remuneration Committee comprises of 3 Directors namely Mr. CR Sasi (Chairman), Ms. Lakshika Mehta and Mr. Jaswant Munoth (executive director) as members. The Nomination and Remuneration Policy is mentioned in Annexure1 of the Annual Report."

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors has constituted the Shareholders' and Investors' Grievance Committee in 2000.This Committee specifically looks into the Shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report etc. In addition, the Committee also looks into matters 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 issued by the Securities and Exchange Board of India for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board of Directors and the designated employees have confirmed compliance with the code.

GENERAL:

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 year under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise."

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

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

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

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

ACKNOWLEDGEMENTS:

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

By Order of the Board for

MUNOTHCOMMUNICATION LIMITED

(** This report was modified and taken for Board approval on 17/08/2024)