To,
The Members
For Madhuveer Com 18 Network Limited
The Directors’ present the Annual report on the business and operations of your
Company for the year 2022-23.
1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|
|
(Amount in Lacs) |
|
Standalone |
Consolidated |
| Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Gross Sales/Income |
13.32 |
31.10 |
14.90 |
32.61 |
| Less Depreciation |
0.44 |
0.88 |
0.44 |
0.88 |
| Profit/(Loss) before Tax |
1.35 |
20.20 |
1.50 |
20.27 |
| Taxes/Deferred Taxes |
0.34 |
3.64 |
0.38 |
3.75 |
| Profit/(Loss) After Taxes |
1.01 |
16.56 |
1.12 |
16.52 |
| P& L Balance b/f |
(272.77) |
(262.69) |
(270.20) |
(260.25) |
| Profit/ (Loss) carried to Balance Sheet |
(262.69) |
(279.25) |
(260.25) |
(276.86) |
2) BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIR:
During the year under review the total Income is Rs. 1.01 Lacs. After making all
necessary provisions for current year and after taking into account the current year net
profit, the surplus carried to Balance Sheet is Rs. 1.01 Lacs/-.
3) CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the Business of Entertainment, Produce buy and Sell of Films,
Event Management. There was no change in the nature of the business of the Company during
the year under review.
4) DIVIDEND:
The Company has insufficient profit. Hence, your directors do not recommend any
dividend during the year.
5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The company does not have any amount which required to be transferred to the Investor
Education and Protection Fund (IEPF).
6) TRANSFER TO RESERVES:
Amount has been transferred to the General Reserve and the Profit incurred during the
year of Rs. 262.69/- has been adjusted to Retained earnings.
7) CHANGES IN SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs.
94,807,000/-.
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential
voting rights.
B) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review, the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4)
of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
8) REPORTING OF FRAUD
During the year under review there was no instance of any fraud which has been reported
by any auditor to the audit committee or the board.
9) FINANCE:
The Company has not borrowed loan from any Bank or Financial institution during the
year under review.
10) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed
suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed
suspense account are not required to mention here.
11) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Pursuant to provisions of Companies Act, 2013, Sakshi Barter Private Limited is the
Wholly Owned Subsidiary Company of the Company.
Disclosures related to the particulars of the Associate Company, as required under
sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014, has
been made in form AOC-1 and the same is annexed to this report as Annexure-A.
Further, The Company does not have any other subsidiary or joint venture Company.
12) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Punitkumar Bhavsar (DIN: 08987295)), Director retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer herself for reappointment.
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
| Mr. Kalpan Sheth |
Managing Director |
| Mr. Punitkumar Bhavsar |
Chief Financial Officer |
| Ms. Divya Rathi |
Company Secretary |
b) Director:
The following are the director of the company.
| Mr. Jitendra Shah |
Independent Director |
| Mr. Manorama Shah |
Independent Director |
| Mr. Dipankar Mahto |
Independent Director |
During the year under review the following no any Directors and Key Managerial
Personnel were appointed and resigned:
13) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The meetings of the Board of Directors are held at periodical intervals and are
generally at the registered office of the Company, Ahmedabad. The meeting dates are
decided well in advance and the agenda and notes on agenda are circulated in advance to
the directors. All material information is incorporated in the notes on agenda for
facilitating meaningful and focused discussion at the meeting. Where it is not perusable
to attach supporting or relevant documents to the agendas, the same is tabled before the
meeting. In case of business exigencies or urgency of matters, resolutions are passed by
circulation. Senior Management persons are often invited to attend the Board Meetings and
provide clarifications as and when required.
During the year 2022-23, 05 (Five) Board Meetings were convened and duly held on:
| 27/05/2022 |
05/08/2022 |
30/08/2022 |
11/11/2022 |
10/02/2023 |
The Board of Directors of the Company were present at the following Board Meeting held
during the year under review:
| Name of Director |
No of Board Meeting Held during the
period when the Director was on the Board |
Meetings attended |
Attendance at last AGM |
| Mr. Kalpan Sheth |
5 |
5 |
Yes |
| Mr. Punitkumar Bhavsar |
5 |
5 |
Yes |
| Mr. Jitendra Shah |
5 |
5 |
Yes |
| Mrs. Manorama Shah |
5 |
5 |
Yes |
| Mr. Dipankar Mahto |
5 |
5 |
Yes |
Independent Director Meeting:
A separate Meeting of Independent Directors of the company was held on 25/03/2023.
14) PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of
Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are
annexed to this notice convening Twenty Seventh Annual General Meeting.
15) DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms and conditions of the Independent Directors are incorporated on the website of the
Company www .mcom18.com
16) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY
THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement), Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration Committees.
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
17) PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:
The table containing the names and other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
as "Annexure- B" to the Board’s report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per
annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of
remuneration during the year or part thereof which, in the aggregate, at a rate which is
in excess of the remuneration drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
18) EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on
record its sincere appreciation of the devoted efforts of all employees in advancing the
Company’s vision and strategy to deliver good performance.
19) CHANGE OF NAME:
The Company has not changed its name during the year under review.
20) STATUTORY AUDITORS:
In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (‘the Act’), M/s Maak &
Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company
at the Annual General Meeting held on 30th September, 2021 for a term of 5 years i.e. to
hold office upto the AGM for the financial year 2026.
21) 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, since, the cost audit is not applicable to the Company.
22) SECRETARIAL AUDIT REPORT:
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 Ms. Rupal Patel, Practicing Company Secretary, to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
-C".
Reply to the qualification Remarks in Secretarial Audit Report:
a) 100% promoter holding is not in de-mat form as required under Regulation 31(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is
in process of achieve 100% promoter holding in de-mat form as per the circulars issued by
the SEBI. The Company has obtained approval from the shareholders dated 17 Aug 2021, for
reclassification of shares of certain promoters into public category. Once, the Company
got approval from the BSE, the query as to requirement of Regulation 31(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 will automatically get
complied with.
23) RESPONSE TO AUDITOR’S REMARKS:
There were no qualifications, reservations or adverse remarks made by Auditors in their
respective reports. Observation made by the Statutory Auditors in their Report are
self-explanatory and therefore, do not call for any further comments under section 134(3)
(f) of the Companies Act, 2013.
24) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. During the year under review, the company retained external
audit firm to review its existing internal control system with a view of tighten the same
and introduce system of selfcertification by all the process owners to ensure that
internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
25) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 (Three)
Members as well as those in section 177 of the Companies Act, 2013 and include the
reviewing of quarterly, half-yearly and annual financial statements before submission to
the Board, ensure compliance of internal control systems and internal audit, timely
payment of statutory dues and other matters.
During the year under review, 4 (four) meetings of the committee were held 27/05/2022,
05/08/2022, 11/11/2022 and 10/02/2023. The composition of committee and attendance at its
meetings is given below:
| Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
| 1 |
Mr. Kalpan Sheth |
Chairman |
Managing Director |
4 |
| 2 |
Mr. Punitkumar Bhavsar |
Member |
Executive Director and CFO |
4 |
| 3 |
Mrs. Manorama Shah |
Chairman |
Non-Executive Independent Director |
4 |
| 4 |
Mr. Jitendra Shah |
Member |
Non-Executive Independent Director |
4 |
| 5 |
Mr. Dipankar Mahto |
Member |
Non-Executive Independent Director |
4 |
* Mr. Kalpan Sheth resignedw.e.f. 11.11.2022
*Mr. Punitkumar Bhavsar resigned w.ef 11.11.2022
* Change in position of Mrs. Manorama Shah from member to chairman w.e.f. 11.11.2022.
The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year.
26) VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
i.e. www .mcom18.com
No personnel have been denied access to the Audit Committee. As of March 31, 2023, no
Protected Disclosures have been received under this policy.
27) NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration
Committee of Directors mainly for the purposes of recommending the Company’s policy
on Remuneration Package for the Managing/Executive Directors, reviewing the structure,
design and implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 (Three) members. During the
year under review, 01(one) meetings of the committee were held 27/05/2022. The name of
members, Chairman and their attendance at the Remuneration Committee Meeting are as under
Committee of Board:
| Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
| 1 |
Mr. Kalpan Sheth |
Chairman |
Managing Director |
1 |
| 2 |
Mr. Punitkumar Bhavsar |
Member |
Executive Director and CFO |
1 |
| 3 |
Mrs. Manorama Shah |
Chairman |
Non-Executive Independent Director |
1 |
| 4 |
Mr. Jitendra Shah |
Member |
Non-Executive Independent Director |
1 |
| 5 |
Mr. Dipankar Mahto |
Member |
Non-Executive Independent Director |
4 |
* Mr. Kalpan Sheth resigned w.e.f. 11.11.2022
*Mr. Punitkumar Bhavsar resigned w.e.f. 11.11.2022
* Change in position of Mrs. Manorama Shah from member to chairman w.e.f. 11.11.2022.
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The Remuneration Policy is also available on the
Company’s website at www .mcom18.com
28) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 (Three) members. During the year
under review, 4 (four) meetings of the committee were held 15/04/2022, 08/07/2022,
06/10/2022 and 05/01/2023. The name of members, Chairman and their attendance at the
Stakeholders Relationship Committee are as under Committee of Board:
| Sr. No. Name |
Position |
Category |
Number of meeting Attend |
| 1 Mr. Kalpan Sheth |
Chairman |
Managing Director |
4 |
| 2 Mr. Punitkumar Bhavsar |
Member |
Executive Director and CFO |
4 |
| 3 Mrs. Manorama Shah |
Chairman |
Non-Executive Independent Director |
4 |
| 4 Mr. Jitendra Shah |
Member |
Non-Executive Independent Director |
4 |
| 5 Mr. Dipankar Mahto |
Member |
Non-Executive Independent Director |
4 |
*Mr. Kalpan Sheth resignedw.e.f. 11.11.2022
*Mr. Punitkumar Bhavsar resigned w.e.f. 11.11.2022
* Change in position of Mrs. Manorama Shah from member to chairman w.e.f. 11.11.2022.
The status of shareholders’ complaints received so far/number not solved to the
satisfaction of shareholders/number of pending share transfer transactions (as on 31st
March, 2023 is given below):
| Complaints Status: |
01.04.2022 to 31.03.2023 |
| Number of complaints received so far |
0 |
| Number of complaints solved |
0 |
| Number of pending complaints |
0 |
Compliance Officer:
Ms. Divya Rathi, is Compliance Officer of the company for the purpose of complying with
various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement
with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process
etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved
by share transfer committee. Share Transfer requests received in physical form are
registered within 30 days and demat requests are confirmed within 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of
shares:
| Name |
: Cameo Corporate Services Limited |
| Address |
: "Subramanian Building" No.1 Club, |
|
House Road, Chennai - 600002 |
| Tel |
: 044-2846 0390 |
| Fax |
: 044-2846 0390 |
| Email |
: cameo@cameoindia.com |
29) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
Your Company has not engaged in any manufacturing activities during the year under
review and hence the Directors have nothing to Report on 'Conservation of Energy' and
'Technology Absorption' as required to be given.
30) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY:
Risk management is embedded in your company’s operating framework. Your company
believes that managing risk helps in maximizing returns. The company’s approach to
addressing business risk is comprehensive and includes periodic review of such risks and a
framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee. Some
of the risks that the company is exposed to are:
Commodity Price Risks:
The Company is exposed to the risk of price fluctuation of raw material as well as
finished goods. The company proactively manages these risks through forward booking,
Inventory management and proactive vendor development practices. The Company’s
reputation for quality, product differentiation and service, coupled with existence of
powerful brand image with robust marketing network mitigation the impact the impact of
price risk on finished goods.
Regulatory Risks:
The company is exposed to risks attached to various statues and regulations including
the company Act. The company is mitigating these risks through regular review of legal
compliances carried out through internal as well as external compliance audits.
Human Resources Risks:
Retaining the existing talent pool and attracting new talent are major risks. The
company has initialed various measures including rolling out strategic talent management
system, training and integration of learning and development activities.
Strategic Risks:
Emerging businesses, capital expenditure for capacity expansion, etc., are normal
strategic risk faced by the company. However, the company has well-defined processes and
procedures for obtaining approvals for investments in new business and capacity expansion
etc.
31) EXTRACT OF ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014, the copy of the draft Annual Return of the Company for the Financial Year ended on
31st March, 2023 in Form MGT-7 is uploaded on website of the Company and can be
accessed at www. mcom 18. com
32) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year as on 31st March, 2023 and
the date of Director’s Report i.e. 27.04.2023.
33) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:
There is no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future
during the year under review.
34) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016
as amended, before National Company Law Tribunal or other Courts.
35) DETAILS OF ONE TIME SETTLEMENT AND VALUATION THEREOF
During the year under review, there were no instances of onetime settlement with any
Banks or Financial Institutions and hence no 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.
36) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the
Financial Statements during the year under review.
37) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into by the Company with its related parties during the year,
were in ordinary course of business and on arm’s length basis and in compliance of
the provisions of Section 177 read with Section 188 of the Act.
During FY 22-23, the Company had not entered into any arrangement/transaction with
related parties which could be considered material as stipulated under the provisions
Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no
information is required to be given in the prescribed form AOC-2.
Further, the details of the related party transactions as per IND-AS 24 are set out in
Notes to the Standalone Financial Statements of the Company.
38) PUBLIC DEPOSIT:
During the year under review the Company has not accepted any deposits to which the
provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits
Rules, 2014 as amended are applicable.
39) PARTICULARS OF LOANS, GUARANTEES OR 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.
40) CORPORATE GOVERNANCE:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014,
(Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 shall not be mandatory to the following class of companies:
a) Companies having paid up equity share capital not exceeding Rs. 10 crore and Net
Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;
Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later
date, such company shall comply with the requirements of (Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from
the date on which the provisions became applicable to the company.
Accordingly, it may be noted that the paid-up share capital of the Company is below Rs.
10 crore and Net Worth of the Company has not exceeded Rs.25 crore, as on 31st
March, 2023 and hence Corporate Governance is not applicable to the Company.
41) MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing
Obligations and Disclosure Requirement), Regulations, 2015, forms part of this Report and
the same is annexed as "Annexure-D".
42) DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March,
2023. This is also being supported by the report of the auditors of the Company as no
fraud has been reported in their audit report for the financial year ended 31st March,
2023.
43) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, is Nil.
44) CORPORATE SOCIAL RESPONSILIBILTY (CSR):
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not required to formulate and implement any
Corporate Social Responsibility Initiatives as the said provisions are not applicable to
the Company during the year under review
45) DIRECTORS’ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended
March 31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2023 and of the
profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern
basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively
46) SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder. During the financial year
2022-2023, the Company has not received any complaints on sexual harassment.
47) SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating
to ‘Meetings of the Board of Directors’ and General Meetings’,
respectively, have been duly followed by the Company.
48) LISTING WITH STOCK EXCHANGES:
The Company has taken note about payment of the Annual Listing Fees for the year
2022-2023 to BSE where the Company’s Shares are listed.
49) WEBSITE OF YOUR COMPANY
Your Company maintains a website www.mcom18. com where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 has been provided.
50) PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation,
2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated
and adopted a new code for Prevention of Insider Trading.
The New Code viz. "Code of Internal Procedures and Conduct for regulating,
Monitoring and reporting of Trading by Insiders" and "Code of Practices and
Procedures for fair Disclosure of Unpublished price Sensitive Information" has been
framed and adopted. The Code requires preclearance for dealing in the Company’s
shares and prohibits 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 Company is
Responsible for implementation of the Code.
51) ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. customers,
members, dealers, vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
|
|
By Order of the Board of
Directors |
|
|
For Madhuveer Com 18 Network Limited |
| Date: 27.04.2023 |
Sd/- |
Sd/- |
Sd/- |
| Place: Ahmedabad |
Kalpan Sheth |
Jitendra Shah |
Divya Rathi |
|
Managing Director |
Director DIN: |
Company Secretary |
|
DIN: 08987295 |
01609325 |
|
|