NOTICE

NOTICE  is  hereby   given  that  the   TWENTYFIRST   ANNUAL   GENERAL   MEETING  of   KOME – ON  COMMUNICATION   LIMITED   will be held  on Monday the 29th September, 2014  at A-903, Fairdeal house, Navrangpura, Ahmedabad   -  380 009  at  1.30  p.m. to transact  the  following  business :

ORDINARY  BUSINESS :

1.   To  receive , consider  and  adopt  the  Audited  Balance  Sheet   as  on  31st March 2014 , the                Profit   and  Loss  account   for  the  year  ended  on  31st March  2014  and the  reports  of  Directors  and   Auditors  thereon.

2.   To  appoint  a  Director  in  the  place  of  Shri Surjesh Nanjibhai Vekaria who  retires  on  rotation and   being   eligible   offers  himself  for  re-appointment.

3. To appoint   Auditors   and fix their remuneration and in this regard to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

   “RESOLVED THAT M/s Kalpesh A Mehta & Co., Chartered Accountants, Ahmedabad, be and is hereby appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, on such remuneration as may be fixed by the Board of Directors.”

Place: Ahmedabad                                                                   For  and  on  Behalf  of  the Board

Date   : 26th June, 2014                                                                        sd/-

                                            Bhagyesh  Bhatnagar

                                                                                                   Chairman & Managing Director

NOTES  :

1.   A  MEMBER   ENTITLED   TO   ATTEND   AND   VOTE  IS  ENTITLED  TO   APPOINT   A   PROXY  TO   ATTEND    AND    VOTE    INSTEAD   OF   HIMSELF  AND    A   PROXY   NEED   NOT   BE   A    MEMBER .  PROXIES   IN   ORDER  TO   BE   EFFECTIVE   MUST   BE   RECEIVED  BY   THE    COMPANY   NOT   LESS    THAN    FORTY    EIGHT   HOURS   BEFORE   THE   MEETING .  ‘A PROXY  SO  APPOINTED   SHALL   NOT   HAVE   ANY   RIGHT   TO   SPEAK   AT  THE  MEETING

2.   Re-appointment of Director: At the ensuing Annual General Meeting, Shri. Suresh Nanjibhai Vekaria, Director retires by rotation and being eligible, offers himself for reappointment. The details pursuant of Clause 49 of the listing agreement are furnished in the Corporate Governance Report forming part of the Annual Report and explanatory statement is annexed hereto:

3.   Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the meeting.

Kome – On Communication Limited

4.   The Company has notified closure of Register of Members and Transfer Books thereof from    22nd September 2014   to   29th September 2014 (both days inclusive) as per section 154 of the Companies Act, 1956.

5.   Members are   requested   to   bring   their   copy   of  Annual  Report   at   the   meeting   and   produce   the   Attendance   Slip   at   the   Entrance ,  where  the  Annual   General   Meeting   will   be   held .

6.   In case of joint holders attending the meeting only such joint holder, who is higher in the order of names will be entitled to vote.

7.   Members  who  hold   shares  in  electronic form are requested  to  write  their  Client  ID  and  DP  ID   numbers  and those who hold shares in physical form are requested to write their folio number in the Attendance slip for attending the Meeting to facilitate identification of membership at the Meeting.

8.   Members,  desiring   any   information  pertaining  to  account,  are  requested  to  write  to  the  Company  10  days  before  the  date  of  meeting,  so  that  the  information   can  be   made  available  at  the  meeting.

9.   Members are advised to refer to the section titled “Investor Information” provided in this Annual Report.

      10. The Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by   issuing circulars allowing paperless compliances by Companies through electronic mode. The Shareholders can now receive various notices and documents through electronic mode by registering their e-mail addresses with the Company. Shareholders who have not registered their e- mail address with the Company can now register the same with the registrars  M/s Sharepro Services(India) Limited of the Company. The members holding shares in electronic form are requested to register their e-mail addresses with their Depository Participants only.

Annual Report 2013 - 2014

D I R E C T O R S       R E P O R T

To

The Members

Your Directors have pleasure in presenting the Twenty-first Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March 2014 and Auditors Report thereon.

OPERATIONS:

The 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.

During the year under preview, the company has rendered their professional expertise consultancy in developing software on demand for few production houses. Your Company has started getting positive response from the industry immediately after the Hon’ble Gujarat High court order in favour of the Promoters & Directors of the Company. It shall take pretty time to regain the lost reputation due to false cases filed by the authorities. 

Being in a competitive market the Company has a threat of new creative concept to be copied by other production houses by initiating minor changes in the program.

FINANCIAL RESULTS:

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

Kome – On Communication Limited

FINANCIAL PERFORMANCE:

During the year under review, your Company has earned total income  of   Rs. 749060.00  against          Rs. 862351.00 in the previous year. The Company earned net profit of Rs. 35650.00 compared to          Rs. 34887.00 in the previous year.

DIVIDEND:

Your Directors deliberated at length and could not consider declaring dividend to the equity shareholders of the company in view of the inadequate profits. Your Directors resolved to put in every effort to declare and pay dividend to the equity shareholders of the Company at the earliest.

MANAGEMENT DISSCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented as Annexure – I forming part of the Annual Report.

FINANCE:

Because of low turnover and nominal profit recorded in the current fiscal year, the Company was unable to clear the outstanding to SIDBI against the term loan but your Company is putting best of its efforts to clear the secured loan in near future.

FIXED DEPOSITS:

During the year under review, the company has not accepted any Fixed Deposit from Public within the meaning of section 58-A of the Companies Act, 1956.

DIRECTORS:

Your Directors dedicate themselves to the principles and ideals to meet the expectation of the stakeholders of the company. During the fiscal year there is no change in the Directors of the Company as on date.

In terms of the provisions of the Companies Act, 1956, Shri Suresh Nanjibhai Vekaria, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting, nature of expertise in specific functional areas and names of companies in which he holds Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Clause – 49 of the listing agreement with the Stock Exchanges in India, is given in the section on Corporate Governance forming part of the Annual Report.

Annual Report 2013 - 2014

DIRECTORS REMUNERATION:

None of the Directors are drawing salary in view of low turnover of the Company except Shri Bhagyesh G Bhatnagar whose entitlement is of Rs. 15,000/- but he also is drawing Rs. 13,000/-. Hence the detailed list of directors drawing salaries is not provided in the report. The Board of Directors has fixed              Rs. 15,000/- as remuneration to Shri Bhagyesh Bhatnagar for the financial year, if and only if Company makes profit or will be entitle for Rs. 13,000/- only.

THE DIRECTORS RESPONSIBILITY STATEMENT (UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement it is hereby confirmed that:

1)         In the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting Standards have been followed along with proper explanation relating to material departures, if any.

2)         The Directors had 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, 2014 and of the profit of the Company for that Period.

3)         The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4)         The Directors have approved the accounts prepared for the financial year ended as on 31st March 2014 on a ‘going concern’ basis.

GROUP

Pursuant to intimation received from the Promoters, the names of the Promoters and entities comprising ‘group’ as defined under the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) regulations, 1997.

AUDITORS:

M/s Kalpesh A Mehta & Co., Chartered Accountants, were appointed as Statutory Auditors for the financial year 2013-14  to hold office until the conclusion of the ensuing Annual General Meeting. Being eligible the Board recommends their re appointment as Statutory Auditors for the Financial Year 2014-2015.

Kome – On Communication Limited

The Company has received letters from M/s Kalpesh A Mehta & Co., Chartered Accountants, to the effect that their appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

There was no employee in the Company drawing salary of Rs. 2,00,000/- p.m. and Rs. 24,00,000/- for the whole of the year. Hence particulars of employees as required under section 217(2A) read with the Companies (Particulars of Employees) Rule 1975 have not been given.

PROSPECTS:

The Board of Directors of the Company is regularly putting its effort to take appropriate measures for redeeming the ruined reputation of the Company, its Promoters and Directors due to false cases filed against the Company and their Promoters/Directors. The Hon’ble High Court’s order quashing the FIR filed against the Promoters & Directors of your Company had boosted the reputation in the Industry early this year but in the last quarter, Registrar of Companies, Gujarat has challenged the High Court Order quashing the FIR in Supreme Court of India which is pending. In lieu to which the sale started getting effected from the last quarter and parties started returning the product. This may hit the reputation of the Company again. Negotiations are on for marketing feature film with the producers. The Directors with there imaginative vision, foresee good volume of business from Mumbai.  The Company begged orders to consult few production houses in developing software. The Company is facing hard times in negotiating new business. The stock sold in third quarter was returned back by the party noting the litigation against your Company filed by the Registrar of Companies, Gujarat in Supreme Court of India . 

CAUTIONARY STATEMENT

Statements in the Management discussion and Analysis.

STOCK EXCHANGE LISTINGS:

The Company confirms that it has not paid the Annual Listing Fees to ASE, NSDL, CDSL and share transferring agent for the financial year 2013 - 2014. The Company is unable to approach major stock exchanges for listing because of legal cases even after BSE easing the listing norms.

DEMATERIALISATION OF SHARES:

The Company’s Registrar & Transferring Agent (both for Physical & Electronic Transfer) are              M/s Sharepro Services, Satam Estate, 3rd Floor, Cardinal Graiacious Road, Chakala, Andheri (East), Mumbai 400 099 have established connectivity to both the Depositories to facilitate trading in the electronic mode. As on 31.3.2014, 84.58% of Equity shares were dematerialized.

Annual Report 2013 - 2014

AUDIT COMMITTEE CONSTITUTION:

In compliance with the provisions of the Section 292A of the Companies Act, 1956 and the listing agreement entered into with the stock exchanges, the company had constituted an Audit Committee consisting of highly qualified and experienced members from various fields. The committee meets periodically to review the quarterly financial statements and recommends its findings to the Board apart from taking action independently whenever required. The Secretary attends and participates in the Audit Committee Meetings.

DISCLOSURES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 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.

The Foreign Exchange earnings and out go is:    C.Y Nil PY.  Nil

CORPORATE GOVERNANCE:

A separate report on Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchanges, is furnished as a part of the Annual Report along with the Auditors Certificate on its Compliance (Annexure – II).

Under clause 49 of the Listing Agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the Listing Agreement with the Stock Exchanges. A certificate from the Practicing Company Secretary M/s D. N. Motwani & Co in the line with clause 49 is annexed to and forms part of the Director’s Report.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the norms laid down by the Companies Act, 2013, the Company has already constituted a Corporate Social Responsibility Committee (CSR Committee) and has framed its Corporate Social Responsibility policy accordingly.

ACKNOWLEGEMENT:

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

Place: Ahmedabad                                               sd/-

Date : 26th June, 2014                                      Bhagyesh Bhatnagar                                                     

                                                       Chairman &Managing Director

Kome – On Communication Limited

ANNEXURE – 1

MANAGEMENT DISCUSSION AND ANALYSIS

A)  FAST FORWARD LOOKING STATEMENTS:

Statements in this Management Discussion and Analysis of financial Condition and results of Operations of the Company describing the Company’s objectives, expectations or predictions may be forwarded looking within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events.

The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company assumes no responsibility to publicly amend, modify or revise forward-looking statements on the basis of any subsequent developments, information or events. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include such allegation, charges levied by the regulatory authority, changes in government regulations, tax laws, economic developments within the country and such other factors.

The financial statements are prepared on accrual basis of accounting and in accordance with the provisions of the Companies Act, 1956 (the Act) and comply with the Accounting Standards read with Companies (Accounting Standards). The Management of Kome-on Communication Limited has used estimates and judgments relating to the financial statements on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, the state of affairs and profits for the year. The following discussions on our financial condition and results of operations should be read together with financial statements and the SCHEDULES to these statements included in the Annual Report.

Unless otherwise specified or the context otherwise requires, all references herein to ‘we’, ‘us’, ‘our’, ‘the company’, ‘Kome-on’, ‘kcl’ are to Kome-on Communication Limited.

B)  INDUSTRY STRUCTURE AND DEVELOPMENTS, OPPORTUNITY AND THREATS, PERFORMANCE OUTLOOK AND RISKS AND CONCERNS.

The philosophy is backed by principles of concern, commitment, ethics, excellence and learning in all its acts and relationships with stakeholders, customers, associates and community at large which has always propelled the Company towards higher horizons.

From our last year performance outlook report, you all shall appreciate that the exploration activities in the Electronic Media Industry had shown signs of improvement in Domestic market of event & reality based program followed by public responses through SMS, Telephones, email etc. which has great mileage in the viewer ship of channels. It is being observed that very next program shown on the channels is event & reality based. Therefore, looking to the great demand, Company has eventually entered into consulting the event & reality based programs.

The Company is not planning to produce the said programs as large amount of finance is required in the production and management does not find appropriate to block such a huge amount. The Company has advanced small amount to producers for developing the pilots episodes.

Annual Report 2013 - 2014

The major concern to the company since years is of the advances to the tune of Rs 1367.14 made for Capital Goods. In respect to secure the interest of the stake holders a special resolution was presented in the  10th Annual General Meeting held on 30th September 2003 a special resolution was passed anonymously by the stake holders to recover the amount advanced as capital expenditure to set up a studio and invest the so collected amount in securities in the interest of stakeholders.

In this regard your Company has taken several measures to recover the money from the concerned parties paid as booking amount in advance against the purchase of proposed capital goods. The contract could not be successfully executed due to delay in receiving balance call money from the stake holder within the stipulated time given in the prospectus. Due to this the project was effected as the company could not pay the full consideration amount of the project as projected in the prospectus and the contract was null and void after the expiry of last date. Since those years the Company is continuously approaching the parties to refund the amount accepted as advance.

The Company faces threat due to high domestic & international competitors & regular advancement in technology.  The Company also faces threat from piracy, coping of creative idea, by an individual, company or any person related to the field.

C)  INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Control System comprises of exercising controls at various stages and is established in order to provide reasonable assurance for:

i)     Safeguarding Assets and their usage.

ii)    Maintenance of Proper Accounting Records and

iii)   Adequacy and Reliability of Information used for carrying on Business Operations.

The Key elements of the system are as follows:

a)    Existence of Authority Manuals and periodical updating of the same for all Functions.

b)    Existence of Clearly defined Organizational Structure and Authority.

c)    Existence of Corporate Policies for Financial reporting and Accounting.

d)    Existence of Management Information System updated from time to time as may be required

e)    Existence of Annual Budgets and Long Term Business Plans.

f)     Periodical Review of Opportunities and Risk Factors depending on the Global/Domestic Scenario and to undertake measures as may be necessary

D)  HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

The Company continued with its Policy of Human Resources Development and retention. To enrich the skills of employees and enrich their experience, the Company arranges practical training courses by internal faculty. The Company is maintaining good employee relations and no man days are lost during the year due to employee’s unrest.

Place: Ahmedabad                                    By the order of the Board of Directors      

Date : 26th June, 2014                                     sd/-

                                               Bhagyesh Bhatnagar                                                    

                                               Chairman &Managing Director

 Kome – On Communication Limited

ANNEXURE TO DIRECTORS REPORT

ANNEXURE – II

R E P O R T     O N     C O R P O R A T E    G O V E R N A N C E

(In accordance with Clause-49 of the Listing Agreement with the Stock Exchanges)

a)   Company’s Philosophy

The Company firmly believes that good corporate governance practices ensure efficient conduct of the affairs of the Company while upholding the core values of transparency, integrity, honesty and accountability and help the Company in its goal to maximize value for all its stakeholders. It is a system by which business corporations are directed and controlled.

Kome-on Communication Limited (KCL) is committed to the adoption of and adherence to the Corporate Governance practices at all times and continuously benchmarks itself against each such practice in the industry. KCL believes that sound Corporate Governance is critical for enhancing and retaining investor trust and the Company always seeks to ensure that its performance goals are met with integrity. The Company works with the mission to attain eminence through quality leadership and vision to raise bar in line, create customer value and enhance shareholder value. Kome-On Communication limited complies with the Corporate Governance Code enshrined in Clause 49 of the Listing Agreement.

During the year under review, the Company significantly ramped up its sustainability reporting by covering all the parameters as per Indian standards. The Company has a stated policy on sustainability which clearly articulates its approach towards sustainable development through a well laid process for identification of stakeholders and a formal program for interaction with them to take their feedback and take action to mitigate the risks indicated through such interactions. This will not only ensure long term sustainability of the Company but would also help in enhancing shareholder value.

The Company believes in transparency in reporting. It recognizes the importance of sustained and constructive communication with all stakeholders including investors, lenders, vendors, customers and the community surrounding its operating facilities as a key element in the overall Corporate Governance framework. Kome – On Communication, through multiple forms of corporate and financial communication such as Annual Reports, Results, Announcements, implements continuous, efficient and relevant communication to all its stake holders, and business associates.

     Your company’s philosophy on Corporate Governance is based on following principles:

i)          Preserving core values and ethical business conduct.

ii)         Commitment to maximizing shareholder value on a sustained basis.

iii)        To enhance the efficacy of the Board and inculcate a culture of transparency, accountability and integrity across the company.

iv)        Perceiving and mitigating the various risks that impact the company.

Annual Report 2013 - 2014

v)         Make timely and transparent disclosures.

vi)        Legal and statutory compliances in its true spirit.

Your company’s contributory factor is self regulatory system of prompt reporting, monitoring, certification and voluntary code of practice and standards which improves management effectiveness, supervision and accountability to stakeholders.

     DATE OF REPORT

The information provided in the Corporate Governance Report for the purpose of unanimity is as on March 31, 2014 and till the date of preparing, approving this report.

  b)    BOARD OF DIRECTORS

PECUNIARY RELATIONSHIP

Non executive Directors/Independent Directors are committed to high level of Corporate Governance and as such they do not have any material pecuniary relationship with the company except as stated in the Corporate Governance Report.

COMPOSITION:

The Board of Directors of the company consists of an optimum combination of Executive and Non Executive Directors, from eminent fields. The composition of the Board is in conformity with the Clause 49 of the Listing Agreement, which stipulates that not less than fifty percent of the Board of Directors should comprise of Non-Executive Directors and where the Chairman of the Board is an Executive Director, at least half of the Board should comprise of Independent Directors.

The Board comprises of three Directors out of which one Managing Director, two Independent Directors. During the year under review,

BOARD MEETINGS HELD DURING THE YEAR:

The Board of Directors met Six times during the year on 4th April 20132, 26th June 2013, 29th July 2013, 30th July 2012, 9th October 2013, 9th January 2014 respectively. The maximum gap between two meetings was less than four months.

Kome – On Communication Limited

DIRECTORS ATTENDANCE AND DIRECTORSHIP HELD:

None of the Directors of your company are Directors on the Board of more than fifteen Companies or ten Board level Committees or Chairman in more than five Committees, across all companies in which they are Directors.

The composition of the Board of Directors and attendance of Directors at the Board meeting, Annual General Meeting and also number of other directorships/committee memberships including Chairmanships in Indian Public Limited Companies are as follows:

CMD  - Chairman & Managing Director, Ind. Director – Independent Director.

BOARD AGENDA AND MINUTES:

Agenda papers are generally circulated to the Board members well in advance before the Meeting of the Board of Directors. All material information is incorporated in the agenda papers for facilitating focused discussions at the Meeting.

Matters of urgent nature, if any are approved by the Board by passing resolutions through circulation.

INFORMATION TO THE BOARD:

The Board has complete access to all information with the company. Inter alia the following information is regularly provided to the Board as part of the agenda papers.

·         Monthly operations Report and Quarterly results of the company.

·         Annual operating plans, budgets, capital budgets, updates and all variances.

·         Materially important show cause notices, demand, prosecutions or other legal notices if any.

·         Materially relevant default in financial obligations to and by the company.

·         Compliance of any regulatory, statutory nature or listing requirements.

·         Minutes of the Meeting of the Board of directors and Committees of the Board of Directors.

·         Details of Related Party Transactions if any.

·         Quarterly Compliance Report on Clause 49 and other non-compliance.

REVIEW OF LEGAL COMPLIANCE REPORTS:

The Board periodically reviews during the year the Compliance Reports in respect of the various Statutory enactment’s applicable to the company.

Annual Report 2013 - 2014

DETAIL OF REMUNERATION OF DIRECTORS:

The Non Executive Directors of the company, whether Independent or Non Independent, are paid sitting fees for attending the Meetings of the Board of Directors/Committees of Board of Directors.

None of the Directors are drawing salary in view of low turnover of the Company except Shri Bhagyesh Bhatnagar whose gross approved entitlement is of Rs. 15,000/- but is also drawing gross Rs. 13,000/- gross inclusive of all perks. Therefore detailed list of directors drawing salaries is not provided in the report. The Board of Directors have decided to pay Rs. 15,000/- for this financial to Shri Bhagyesh Bhatnagar if and only if Company makes profit.

The Company during the year 2013 - 2014 did not advance any loans to any of its Directors.

There is no additional payment being made towards performance of any executives.

The Company does not have any stock option scheme for the managerial personnel.

RE-APPOINTMENT OF THE DIRECTORS:

According to the Articles of Association of the company one third of the Directors are liable to retire every year and if eligible, offer them-selves for re-appointment at every Annual General Meeting.

The table below shows the list of the Directors retiring by rotation and being re-appointed and the Directors whose tenure of Directorship is extended.

RETIREMENT POLICY OF THE DIRECTORS:

The Company does not have a Retirement Policy for the members of the Board of Directors of the Company. They retire under section 255 read with section 256 of the Companies Act,1956.

Kome – On Communication Limited

RESPONSIBILITY OF THE DIRECTORS:

Responsibilities of the Board:

The primary role of the Board is that of trusteeship to protect and enhance shareholders value. As trustee, the Board ensures that the company has clear goals and policies for achievement. The Board oversees the company’s strategic direction, reviews corporate performance, authorizes and monitors strategic decision, ensures regulatory compliance and safeguards interests of the stakeholders.

Responsibilities of the Chairman and Managing Director:

The Board of Directors at their meeting delegated the powers to Shri Bhagyesh Bhatnagar, Chairman & Managing Director to enable him carry out the day to day operations of the company.  The powers en-compasses all areas such as personnel, legal, general and miscellaneous powers and to act as CFO of the company whereas finance & liabilities of the Company shall be taken care of by Shri Deepak B Mehta.

SHARES HELD BY EXECUTIVE AND NON –EXECUTIVE DIRECTORS:

The table below shows the shares held by Executive Directors of the company as on March 31, 2013.

None of the Non Executive Directors were holding any shares in the company.

PLEDGE OF SHARES

The Company in compliance of the amended SEBI (Substantial accquisition of shares and takeovers) Regulations, 1997 made necessary disclosures to the Stock Exchanges intimating the details of the shares pledged by the promoter and every person forming part of the promoter group. No shares where pledged in the financial year 2013 – 2014.

CODE OF CONDUCT AND ETHICS:

The Company adopted the Code of Conduct and Ethics for Directors. The Code has been circulated to all the members of the Board.

The Board of Directors has affirmed their compliance with the Code and a declaration along with certificate of compliance appears in the annexure to the Corporate Governance.

TRAINING FOR THE BOARD

As part of ongoing knowledge sharing and updating, the Board of Directors are updated with relevant statutory amendments and landmark judicial pronouncements encompassing important laws such as Company Law, SEBI Law, Income Tax Law etc, at meetings of the Board of Directors.

Annual Report 2013 - 2014

COMMITTEES TO THE BOARD:

The Board of Directors has constituted various Committees with adequate delegation to focus on specific areas and take decisions so as to discharge day to day affairs of the company. Each Committee is guided by its charter, which defines the composition, scope and powers of the committee. All decisions and recommendations of the Committees are placed before the Board of Directors.

The Committees constituted by the Board as on date are: (a) Audit Committee, (b) Investors Grievance Committee (c) Remuneration Committee. The Committees meet as per the business needs.

(a) Audit Committee

The Audit Committee of Directors consists of well-qualified and Independent Directors. The activities of the Committee are in conformity as are set out in Clause 49 II (D) of the Listing Agreement with Stock Exchanges read with the Companies Act, 1956. All the members of the committee possess adequate knowledge of finance and accounts. The scope of the activities of the committee, are in conformity as are set out in clause 49 II (D) of the listing agreement with stock exchanges read with section 292A of the Companies Act, 1956.

COMPOSITION:

The Committee comprises of 2 Non-Executive Directors of which 2 are independent. The Executive Directors are the permanent invitees. The Secretary of the Company also acts as Secretary to the Committee. The External Auditors are also invited to attend the meetings of the Committee. The Committee met 5 times in the financial year 2013 – 2014. The attendance of members at the meetings was as follows:

The table shows the list of members of Audit Committee and attendance in particular.

Terms of reference:

To review all matters specified in clause 49 of the Listing Agreement, section 292A of the Companies Act 1956, such as to,

·               oversee the Company’s financial reporting system and process and disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible.

·               Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditors and the fixation of Audit Fees.

·                                                  Approval of payment to statutory auditors for any other services rendered by them.

·               Reviewing with the management the Annual Financial Statements  before submission to the Board for approval with particular reference to:

a)   Matter required to be included in the Directors Responsibility statement to be included in the Board’s Report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

b)                Changes, if any, in accounting policies and practices and reasons for the same.

Kome – On Communication Limited

c)   Major accounting entries involving estimates based on the exercise of judgement by management.

d)                Significant adjustments made in the financial statements arising out of audit findings.

e)                Compliance with listing and other legal requirements relating to financial statements.

f)                Disclosure of any related party transactions.

g)                Qualifications in the draft Audit Report.

h)   Review regarding the going concern assumption and compliance with the accounting standards.

·               Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

·               Reviewing with the management performance of the Statutory and internal Auditors and discuss their findings, suggestions, internal control systems, scope of audit, observations of the auditors and other related matters etc.,

·                                                  The minutes of the Audit Committee meeting are circulated to the Board of Directors.

·               Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

·               Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

·                                                  To review the company’s financial and risk management policies.

The Audit Committee is empowered, pursuant to its terms of reference, to:

·            Investigate any activity within its terms of reference and to seek any information it requires from any employee.

·            Obtain legal or other independent professional advice and to ensure the attendance of outsiders with relevant experience and expertise, when considered necessary.

Report of the Audit Committee of Directors for the year ended on March 31, 2014

To the shareholder of Kome-on Communication Limited.

·               During the year under review, the Statutory Auditors audited the company’s accounts and the reports placed before the Audit committee for consideration.

·               The audits were carried out pursuant to an Audit Calendar and approved by the Audit Committee in the beginning of the year.

·                                                The Audit Committee noted the Audit Report the view of the Audit and the Management.

·               The Audit committee’s suggestions from time to time were implemented by the company during the course of the year.

·               The Audit Committee sought clarifications from the Auditors and the Management of the company, whenever required, in relation to the financial matters of the company as per the scope and powers of the Audit Committee.

·                                                The Audit Committee meetings were interactive.

·               The Committee is recommending to the Board the reappointment of M/s Kalpesh A Mehta & Co., Chartered Accountants  as statutory auditors of the Company, to carry out audit of the accounts of the Company for the financial year 2014-2015.

Annual Report 2013 - 2014

(B) Investors Grievance Committee

The investor Grievances Committee of Directors met four times during the financial year 2013 - 2014.

Composition

The Committee comprises of 2 Independent Directors viz. Mr. Deepak B Mehta & Mr. Suresh N Vekaria, whereas Mr. Suresh N Vekaria is the Chairman of the Committee.

Terms of reference:

(a)The committee, inter alia looks into shareholder/investors grievances relating to transfer/transmission of shares

(b)issue of duplicate certificates

(c)non-receipt of balance sheet and

(d)all such complaints directly concerning the shareholders/investors as stakeholders of the company.

(e)And such other matters that may be considered necessary in relation to shareholders of the company.

Disclosure

During the year Company has received no shares for transfer in physical form in view of NIL trading on Ahmedabad Stock Exchange and Madras Stock Exchange. The Company has received no complaints in this financial year from the shareholders. 

No shares are pending for transfer as on 31.3.2014.   

 (C) Remuneration Committee

Terms of reference:

The Committee is empowered to decide and approve the remuneration of the Managerial Personnel from time to time.

Composition

The Committee comprises of 2 independent Directors namely Mr. Suresh N Vekaria & Mr. Deepak B Mehta. Mr. Deepak B Mehta is the Chairman of the Committee.

The Committee had no occasion to meet during the year to review whether to pay remuneration as decided to Shri Bhagyesh Bhatnagar as found convenient looking towards the profit of the Company.

REMUNERATION COMMITTEE REPORT FOR THE YEAR ENDED MARCH 31, 2013

To the shareholders of Kome –on Communication Limited

The Committee is responsible for considering and recommending to the Board of Directors the remuneration paid to Executive Directors. The Committee ensures compliance under Companies Act, 1956 and other applicable provisions.

The Committee reviewed and recommended the remuneration of Mr. Bhagyesh Bhatnagar.

Kome – On Communication Limited

(D) MANAGEMENT

The Management identifies, measures, monitors and minimizes the risk factors in the business and ensures safe, sound and efficient operation. Your Company has developed and implemented policies, procedures and practices that attempt to translate the company’s core purpose and mission into reality.

All these policies, procedures and practices are elaborated hereunder

a)   Policy of Corporate Governance:

The Company always makes conscious efforts to inculcate best Corporate Governance practices and goes beyond adherence to regulatory framework.

The Company towards its commitment to trusteeship, transparency, accountability and equality in all its dealings and to maintain positive bonding has put in place a ‘Policy of Corporate Governance’.

b)      Legal Compliance Policy:

The Company has a legal compliance policy for duly complying with Central, State and Local Laws and Regulations to achieve and maintain the highest business standards and benchmark the internal legal practices.

C)      Board Charter

This charter sets out the role, structure, responsibilities and operations of the Board of the company and its delegation of authority to the management.

The charter sets out the role of the Board as a Trustee of the stakeholders and the Company, who provides strategic direction, review corporate performance, authorize and monitor strategic decisions, ensure regulatory compliances and safeguard their interest.

Management discussion and analysis:

The Annual Report has a detailed chapter on Management Discussion and analysis.

Management Disclosures:

Directors and Senior management personnel of the company as well as certain identified key associates make annual disclosures to the Board relating to material financial and commercial transactions were they have interest, conflicting with the interest of company. The interested Directors do not participate in the discussion nor do they vote on such matters when the matter is considered by the Board of Directors.

Annual Report 2013 - 2014

(E)  STAKEHOLDERS:

     DISSEMINATION OF INFORMATION

The Company has established systems and procedures to disseminate relevant information to its stakeholders including shareholders, auditors, suppliers, customers, employees and financers. The primary source of information regarding the operations of the company including the quarterly results is advertisement in leading news papers.

The Quarterly and annual results of the company are sent to the Stock Exchanges immediately after they are approved by the Board of Directors and published in widely circulated English and in vernacular newspaper.

Quarterly Results:

The Company through this Annual Report requests all the shareholders to inform the company about their email IDs, so as to keep them updated. As an investor friendly measure the un-audited financial results of the company can be emailed in addition to being published in the newspaper.

The company is trying to choose this channel of communication, for carrying out substantial correspondence with the shareholders to reduce costs while maintaining reach to the shareholders. Shareholders, who have not yet registered their email Ids, may immediately do so to komeonltd@yahoo.co.in

Compliance Officer:

Mr. Bhagyesh Bhatnagar is the Compliance Officer for complying with the requirements of SEBI (Prohibition of Insider Trading) regulations 1992 and the Listing Agreements with the Stock Exchanges of India and Registrar of Companies, Gujarat.

Legal Proceedings:

1.   The FIR filed by Registrar of Companies, Gujarat, Department of Company Affairs taking the base of the list of Company’s vanished, published by SEBI in the year 1999 is quashed by the Hon’ble High Court of Gujarat. The same order is being challenged by the Registrar of Companies, Gujarat in the Supreme Court of India by filing an SLP which is pending.

2.  The case u/s 63, 68 & 628 is pending in the court of Add. Chief Metropolitan, Ahmedabad.

Means of Communication:

Financial Results are published in leading News – Paper as well as copies of the same are also being send to all the Stock Exchanges when required were the shares of the Company are listed for the benefit of the Public at large.

Financial Results are published normally in English News papers and in Vernacular daily News paper viz. Western Times.

Share Transfer System:

The company’s transfer of shares is handled by the Registrars.

The dematerialized shares are directly transferred to the beneficiaries by the depositories.

Kome – On Communication Limited

Nomination facility

Shareholders holding physical shares may file nominations in prescribed Form 2B of the Companies Act, 1956 (Central Governments’ General Rules and Forms), to the Registrar and Transfer Agents of the Company. Those holding shares in dematerialized form may contact their respective Depository Participant (DP) to avail the nomination facility.

Demataterialization of Shares and Liquidity

The shares of the company are under the category of compulsory delivery in dematerialized mode by all categories of investors.

The company has signed agreements with both the depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2014, 84.58% of the shares of the company are already dematerialized. Due to non-trading and non-payment of fees to NSDL, CDSL they have stopped sending banpos to the company, further the Registrar has also stopped services due to non-payment of fees. Therefore the details given in this report is as per last ban-post received.

The Shares Transfer Status During 2013 – 2014 

The company’s ISIN No. for dematerialization for both NSDL and CDSL is INE833C01012

SECRETARIAL AUDIT REPORT:

A Practicing Company Secretary of the Company has carried out secretarial audit every quarter to reconcile the total admitted capital with the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

The table below shows the distribution of promoter and non-promoter shareholding as on       March 31, 2014

Annual Report 2013 - 2014

DISTRIBUTION OF SHARE HOLDINGS

This table below shows the distribution of shareholding of various groups as on March 31, 2014

The table  shows the details of public holding more than 1% shareholding ias on March 31, 2014

Monthly High and Low Quotation along with volume of shares traded at ASE & Trading Status.

No shares where traded on MSE or ASE because no trading is being done on regional stock exchanges. It has come to the notice by the company, that off the bolt trading of shares of the company is on and hence increase/decrease in the number of shareholders may be recorded.

Kome – On Communication Limited

General Body Meetings

Investor’s Correspondence may be addressed to

The shareholders in large are informed that for any correspondence related to shares of the company they must send applications to The Manager (Share Department), A/903, Fairdeal House, Navrangpura, Ahmedabad 380 009 or to Registrar and share transferring agents M/s Sharepro Services (India) Limited.

Postal Ballot

During the financial year 2013 –2014 no resolution was passed through postal ballot by the company.

Details of Public Funding in the last three years

The company has not raised any funds from the public in last three years.

Disclosures:

a)  None of the transactions with any of the related parties were in conflict with the interests of the Company. Except the funds advanced to parties for capital goods which has to be recovered.

b)  In the current financial year no penalties or strictures has been imposed on the Company by any Stock Exchange or SEBI or any statutory Authority on any matter related to Capital Market.

c)  Registrar of Companies Gujarat has challenge the order passed by Hon’ble High Court of Gujarat quashing the FIR lodged against the Directors under various criminal section of IPC, in the Supreme Court of India.

Annual Report 2013 - 2014

GENERAL SHAREHOLDERS INFORMATION

a)  The Company shares are not being traded on ASE & MSE in view of lack of trading on Regional Stock Exchanges, further has been suspended on the grounds of non-payment of Annual Listing Fees.

b)  Disclosures of accounting treatment

In the preparation of financial statements the company has followed the accounting standards issued by the Institute of Chartered Accountants of India to the extent applicable.

c)  CEO and CFO Certification

The Chairman and Managing Director and Chief Financial Officer, certify every quarter that the un-audited financial results of the company do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

d)  There were no penalties, strictures imposed on the company by Stock Exchanges or Securities Exchange Board of India (SEBI) or any Statutory Authority on any matter related to Capital Markets during the last three years.

Kome – On Communication Limited

Compliance Certificate of the Practicing Company Secretary

The company has voluntarily subjected itself to Secretarial Audit and obtained Secretarial Compliance Report from Practicing Company Secretary, for the financial year ended on March 31, 2014, confirming the compliance of the applicable provisions of the various corporate laws. For the financial year 2013 - 2014, there were no adverse remarks by the Practicing Company Secretary in the Secretarial Compliance Report.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT AND ETHICS.

This is to inform you that the company has adopted a code of Conduct and Ethics applicable to all the members of the Board of Directors and senior management personnel of the Company.

I confirm that the company has in respect of the financial year ended March 31, 2014, received from all the members of the Board of Directors and all the senior management personnel of the company a declaration of compliance with the Code of Conduct and Ethics as applicable to them.

Senior management personnel are personnel, who are a part of the core management team, comprising personnel one level below the executive directors and including all functional heads as on March 31, 2014.

                                                     Sd/-

Ahmedabad                                             Bhagyesh Bhatnagar

26th June, 2014                              Chairman & Managing Director, CFO