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Director's Report


Change Company Name
Madhuveer Com 18 Network Ltd
Miscellaneous
BSE Code 531910 ISIN Demat INE312M01016 Book Value 10.01 NSE Symbol N.A Div & Yield % 0.01 Market Cap ( Cr.) 330.24 P/E 115.3 EPS 1.17 Face Value 10

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 2023-24.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Amount in Lacs)

Standalone Consolidated
Particulars Year Ended 31.03.2024 Year Ended 31.03.2023 Year Ended 31.03.2024 Year Ended 31.03.2023
Gross Sales/Income 423.36 13.32 692.09 14.90
Less Depreciation 1.10 0.44 93.64 0.44
Profit/(Loss) before Tax 368.00 1.35 296.98 1.50
Taxes/Deferred Taxes 92.65 0.34 63.29 0.38
Profit/(Loss) After Taxes 275.35 1.01 233.69 1.12
P& L Balance b/f 2.58 (272.77) 880.94 (270.20)

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 substantially increased to Rs. 423.36 Lacs as compared to Rs. 13.32 lakhs during the previous financial year. Accordingly profit after tax for the current year is also substantially increased to Rs. 275.35 as compared to Rs. 1.01 lakh for the previous financial year. Your Directors are hopeful for better results in the upcoming financial years.

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 Board of Director of the Company has recommended final dividend of Rs.0.05 paise per equity share i.e. 0.5% on face value of equity share of Rs. 10/- each, subject to the approval of shareholders in the ensuing 28th Annual General Meeting

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 Educationand Protection Fund (IEPF).

6) TRANSFER TO RESERVES:

During the year under review Company has not transferred any amount to General Reserves.

7) CHANGES IN SHARE CAPITAL:

During the year under review the Authorised Share Capital of the Company is increased to Rs. 25,00,00,000/- and the paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs 94,80,700/-. However, during the year Mr. Dhruvin Shah and Mr. Sagar Shah (Acquirers) along with Ms. Sheetal Shah (Person Acting in Concert) had decided to acquire 61,62,455 (representing 65%) equity shares at a price of Rs. 10/- per equity share through open offer and acquired 57,43,926 (representing 60.59%) equity shares of the Company. Thereby reclassified themselves as promoters of the Company replacing the earlier promoters.

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) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during the year under review.

9) 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.

10) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Pursuant to provisions of Companies Act, 2013, Sakshi Barter Private Limited and Navkar Events Private Limited are the Wholly Owned Subsidiary Companies of the Company.

Disclosures related to the particulars of the Subsidiary Companies, 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 and Annexure-B Respectively.

Further, the Company does not have any other subsidiary, associate or joint venture Company.

11) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel ("KMP") of the Company as on March 31, 2024.

Mr. Kalpan Sheth Managing Director
Mr. Punitkumar Bhavsar Chief Financial Officer
Ms. Divya Rathi Company Secretary

b) Director:

The following are the Directors of the Company as on March 31, 2024.

Ms. Manorama Shah Independent Director
Mr. Dipankar Mahto Independent Director
Mr. Jitendra Shah Independent Director
Mr. Punitkumar Bhavsar Non-Executive Director

c) Changes in Directors and KMP:

During the year, there were no changes occurred in the Directorship and KMP of the Company.

However, after closure of the financial year the following changes occurred in the Composition of Board Directors and KMP:

Resignations:

Mr. Kalpan Sheth resigned as a Managing Director of the Company w.e.f. April 26, 2024.

Mr. Jitendra Shah has resigned as a Director of the Company w.e.f. April 26, 2024.

Mr. Punit Bhavsar has resigned as a Director of the Company w.e.f. April 26, 2024.

Ms. Divya Rathi has resigned as a Company Secretary of the Company w.e.f. June 29, 2024

Appointments:

Mr. Dhruvin Shah was appointed as an Additional Director of the Company w.e.f. April 26, 2024 Mr. Dhruvin Shah was appointed as a Managing Director of the Company w.e.f. April 26, 2024 Mr. Sagar Shah was appointed as an Additional Non-Executive Director of the Company w.e.f. April 26, 2024

Ms. Himani Vora was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. May 24, 2024.

12) 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 2023-24, 09 (Nine) Board Meetings were convened and duly held on:

1 2 3 4 5
21.04.2023 27.04.2023 12.08.2023 15.09.2023 25.09.2023
6 7 8 9
09.11.2023 27.11.2023 30.11.2023 12.02.2024

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
Mr. Kalpan Sheth 9 9 Yes
Mr. Punitkumar Bhavsar 9 9 Yes
Mr. Jitendra Shah 9 9 Yes
Mrs. Manorama Shah 9 9 Yes
Mr. Dipankar Mahto 9 9 Yes

Independent Director Meeting:

A separate Meeting of Independent Directors of the Company was held on 28th March, 2024.

13) 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 Eighth Annual General Meeting.

14) 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. mcom 18. com

15) 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.

16) 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- C" 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.

The statement containing the names of top ten employees will be made available on request sent to the Company on tohealpharmachem@gmail.com

17) 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.

18) CHANGE OF NAME:

The Company has not changed its name during the year under review.

19) 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 2025-26. Accordingly they will hold the office upto AGM to be held for the financial year 2025-26.

20) 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, provisions of the cost audit is not applicable to the Company.

21) 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 -D".

Further the Secretarial Auditor of the Company has raised qualifications in her Secretarial Auditor's Report for the financial year ended on 31st March, 2024:

a. During the year under review, 100% promoters holding were not in demat form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which has been dealt with at the time of filing and completion of acquisition process through open offer by the new promoters of the Company.

b. The Company has not updated the details on website of the company in compliance with the regulation 46 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 during under review:

c. The Minutes & attendance sheet of the meetings, Statutory Registers of the company are not properly maintained in accordance with the provisions of the Companies Act, 2013 and Secretarial standard -1 as amended from time to time under review.

d. The company has not filed MSME-1 for declaration of outstanding dues by a company to the MSME suppliers.

22) 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.

Reply for qualification Remark in Secretarial Audit Report:

The Board of Directors of the Company have taken note of the observations and qualifications raised by Secretarial Auditor in their Secretarial Audit Report and initiated the actions to make compliances in these matters. However, future compliances are ensured in this matter.

23) 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.

24) 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, 5 (Five) meetings of the committee were held 21/04/2023, 27/04/2023, 12/08/2023, 09/11/2023 and 12/02/2024. The composition of committee and attendance at its meetings is given below:

Sr. No. Name Position Category Number of meeting Attend
1 Mrs. Manorama Shah Chairman Non-Executive Independent Director 5
2 Mr. Dipankar Mahto Member Non-Executive Independent Director 5
3 Mr. Jitendra Shah Member Non-Executive Independent Director 5
4 Mr. Punitkumar Bhavsar Member Executive Director and CFO 5
5 Mr. Kalpan Sheth (Chairman of the Company) Member Managing Director 5

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

25) 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 VigilMechanism 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, 2024, no Protected Disclosures have been received under this policy.

26) 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 4 (Four) members. During the year under review, 01 (one) meeting of the committee was held 21/04/2023. 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 Mrs. Manorama Shah Chairperson Non-Executive Independent Director 1
2 Mr. Dipankar Mahto Member Non-Executive Independent Director 1
3 Mr. Jitendra Shah Member Non-Executive Independent Director 1
4 Mr. Kalpan sheth (Chairman of the Company) Member Managing Director 1

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. mcom 18. com

27) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 5 (Five) members. During the year under review, 2 (Two) meetings of the committee were held 21/04/2023 and 12/08/2023. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Sr. No. Name of members Position Category Number of Meeting attended
1 Mrs. Manorama Shah Chairperson Non-Executive Independent Director 2
2 Mr. Jitendra Shah Member Non-Executive Independent Director 2
3 Mr. Dipankar Mahto Member Non-Executive Independent Director 2
4. Mr. Punit Kumar Bhavsar Member Executive Director 2
5. Mr. Kalpan Sheth (Chairman of the Company) Member Managing Director 2

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, 2024 is given below):

Complaints Status: 01.04.2023 to 31.03.2024

Number of complaints received so far 0
Number of complaints not solved to the satisfaction of shareholders 0
Number of pending complaints 0

Compliance Officer:

During the year ended on March 31, 2024, Ms. Divya Rathi, was 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. However, after closure of financial year Ms. Himani Vora is appointed as a Company Secretary and Compliance Officer of the Company w.e.f. May 24, 2024.

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 : MCS Share Transfer Services
Address : 101, Shatdal Complex,1st Floor, Opp.Bata Show Room, Ashram Rd, Shreyas Colony, Ahmedabad, Gujarat 380009
Tel : 079- 26580461/62
Fax : 044-2846 0390
Email : mcsstaahmd@gmail.com

28) 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.

Foreign Exchange Earnings is Nil and Foreign Exchange Outgo amounts to Rs. Nil during the year under review.

29) 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 outthrough 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.

30) ANNUAL RETURN:

The Annual Return of the Company for the Financial Year 2023-24 pursuant to Section 92(3) of the Companies Act, 2013 is available on website of the Company and web link of the same is https://www.mcom 18.com/annualreports.php

31) 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 except as mentioned above, affecting the financial position of the Company which has occurred between the end of financial year as on 31st March, 2024 and the date of Director's Report i.e. 05.09.2024.

32) 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.

33) 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.

34) 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.

35) 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.

36) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with its related parties during the year, were approved by the Audit Committee of the Company and the same 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.

However, during financial year Company has not entered into any transaction or contract or arrangements with related parties in terms 188(1) of the Companies Act, 2013 and therefore no need to disclose the same in Form No. 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.

37) 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 not applicable.

38) 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.

39) 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, 2024 and hence Corporate Governance is not applicable to the Company.

40) 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-E".

41) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March, 2024. 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, 2024.

42) 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

43) 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, 2024, the applicable accounting standards had 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 had 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, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care had 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 had 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

44) 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 2023-2024, the Company has not received any complaints on sexual harassment.

45) 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.

46) LISTING WITH STOCK EXCHANGES:

The Company has taken note about payment of the Annual Listing Fees for the year 2023-2024 to BSE where the Company's Shares are listed.

47) 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.

48) 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.

49) 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.

Date: 05.09.2024 By Order of the Board of Directors
Place: Ahmedabad For Madhuveer Com 18 Network Limited
SD/- SD/-
Dhruvin Shah Manorama Shah
Managing Director Director
DIN: 08801616 DIN:07108562