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  • Company Info.

    Fone4 Communications (India) Ltd.

    Management Team



    Market Cap.(`) 16.84 Cr. P/BV 1.42 Book Value (`) 4.74
    52 Week High/Low ( ` ) 19/4 FV/ML 10/10000 P/E(X) 0.00
    Book Closure 26/09/2024 EPS (`) 0.00 Div Yield (%) 0.00
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. Sayyed HamidManaging Director
    2 Mr. Sayyed Imbichi Haris SayyedExecutive Director
    3 Mrs. Roudha ZerlinaNon Executive Director
    4 Mr. Mohammed Arzoo Abdul LatheefIndependent Director
    5 Mr. Mohammed AsharafIndependent Director

    Key Executives
    Sr.No.NameDesignation
    1 Mr. Sayyed Imbichi Haris SayyedChief Financial Officer
    2 Ms. Shweta MehrotraCo. Secretary & Compl. Officer
  • Fone4 Communications (India) Ltd.

    Directors Report



    Market Cap.(`) 16.84 Cr. P/BV 1.42 Book Value (`) 4.74
    52 Week High/Low ( ` ) 19/4 FV/ML 10/10000 P/E(X) 0.00
    Book Closure 26/09/2024 EPS (`) 0.00 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

    Your directors have pleasure in presenting the 10th Directors' Report on the business and operations of
    Fone4 Communications (India) Limited (The Company) together with the Audited Financial
    Statements of Accounts of the Company for the Financial Year ended March 31, 2024

    Financial Result:

    ( Amount in Lakhs)

    Particulars

    F.Y. 2023-2024

    F.Y. 2022-23

    Standalone

    Standalone

    Total Income

    14250.11

    10306.94

    Total Expenditure

    14894.16

    10515.32

    Profit / (Loss)

    (644.05)

    (208.38)

    Before Tax

    Less: Current

    5.76

    (18.92)

    Tax/Provision for Tax

    Profit / (Loss) After

    (649.81)

    (189.46)

    Tax

    1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

    During the Financial Year ended 31st March, 2024, the Company has recorded total revenue of
    INR 14250.11 Lakhs/- as against IN 10306.94/- Lakhs in the previous year. During the reporting
    period the Company has incurred Net Loss of INR 649.81 Lakhs as against the net loss of INR
    189.46/- Lakhs in the previous year.

    2. SHARE CAPITAL:

    During the financial year 2023-24, there has been no change in the Authorized Share Capital of
    the. Company Issued, Subscribed and paid-up share Capital of the Company is INR 17,05,00,000
    divided into 1,70,50,000 Equity shares of Rs. 10 each.

    3. DEPOSITS:

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

    4. DIVIDEND:

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

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

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

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

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

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

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

    9. REVISION OF FINANCIAL STATEMENT. IF ANY:

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

    10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

    S.

    No.

    Name of
    Director

    Designation

    DIN

    Original Date
    of

    Appointment

    Date of
    Appointment
    at current
    designation

    Date of
    Resignation

    1

    Mr. Sayyed
    Hamid

    Managing

    Director

    05167876

    08/05/2014

    12/03/2022

    -

    2

    Mr. Roudha
    Zerlina

    Non¬

    Executive

    Director

    05168024

    08/05/2014

    12/03/2022

    3

    Mr.

    Mohammed

    Arzoo

    Abdul

    Latheef

    Independent

    Director

    09525381

    12/03/2022

    16/03/2022

    4

    Mr.

    Mohammed

    Asharaf

    Independent

    Director

    09526578

    12/03/2022

    16/03/2022

    5

    Mr. Sayyed
    Imbichi
    Haris
    Sayyed

    Executive

    Director

    08395581

    20/03/2019

    02/09/2019

    A. Changes in Directors are as follows:

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

    B. Chief Financial Officer

    Mr. Sayyed Imbichi Haris Sayyed

    C. Company Secretary & Compliance Officer

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

    11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

    During the Financial Year under review 07 (Seven) meetings of the Board of Directors were held.
    The dates on which the said meetings were held:

    • 05th May, 2023

    • 30th May, 2023

    • 02nd June, 2023

    • 05th September, 2023

    • 09th November, 2023

    • 17th November, 2023

    • 05th March, 2024

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

    12. NUMBER OF MEETINGS OF AUDIT COMMITTEE

    • 05th May 2023

    • 30th May, 2023

    • 09th September, 2023

    • 17th November, 2023

    • 05th March, 2024

    13. NUMBER OF MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

    • 17th November, 2023

    14. NUMBER OF MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

    • 05th May 2023

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

    Audit Committees:

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

    S. No

    Name of the Members

    Designation

    1.

    Mr. Mohammed Asharaf

    (Chairman, Independent Director)

    2.

    Mr. Mohammed Arzoo Abdul
    Latheef

    (Member, Independent Director)

    3.

    Mr. Sayyed Hamid

    (Member, Managing Director)

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

    Nomination and Remuneration Committee:

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

    S. No

    Name of the Members

    Designation

    1.

    Mr. Mohammed Asharaf

    (Chairman, Independent
    Director)

    2.

    Mr. Mohammed Arzoo Abdul Latheef

    (Member, Independent
    Director)

    3.

    Mrs. Roudha Zerlina

    (Member, Non-Executive
    Director)

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

    S. No

    Name of the Members

    Designation

    1.

    Mrs. Roudha Zerlina

    (Chairman, Non-Executive Director)

    2.

    Mr. Sayyed Hamid

    Member, Managing Director

    3.

    Mr. Sayyed Imbichi Haris Sayyed

    (Member, Executive Director)

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

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

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

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

    17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

    18. CORPORATE SOCIAL RESPONSIBILITY:

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

    19. CORPORATE GOVERNANCE:

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

    20. HUMAN RESOURCES:

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

    21. BOARD EVALUATION:

    The Board of Directors has carried out an annual evaluation of its own performance, Board
    committees and individual directors pursuant to the provisions of the Act and the corporate
    governance requirements as prescribed by Securities and Exchange Board of India (Listing
    Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

    The performance of the Board was evaluated by the Board after seeking inputs from all the
    directors on the basis of the criteria such as the board composition and structure, effectiveness of
    board processes, information and functioning, etc.

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

    The Board and the Nomination and Remuneration Committee reviewed the performance of the
    individual directors on the basis of the criteria such as the contribution of the individual director
    to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful
    and constructive contribution and inputs in meetings, etc. In addition, the chairman was also
    evaluated on the key aspects of his role.

    In a separate meeting of independent directors, performance of non-independent directors,
    performance of the board as a whole and performance of the chairman was evaluated, taking into
    account the views of executive directors and non-executive directors. The same was discussed in
    the board meeting that followed the meeting of the independent directors, at which the
    performance of the board, its committees and individual directors was also discussed.
    Performance evaluation of independent directors was done by the entire board, excluding the
    independent director being evaluated.

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

    The Separate Meeting of Independent Director were hold on 17th November 2023

    21. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS
    OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER

    RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,
    2014:

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

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

    22.. RATIO OF REMUNERATION TO EACH DIRECTOR:

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

    23. POLICIES

    Company has the following policies:

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

    • Policy for Disclosure of events/ information and Determination of materiality as per
    Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)
    Regulations, 2015.

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

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

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

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

    25. NO FRAUDS REPORTED BY STATUTORY AUDITORS

    During the Financial Year 2023-24, the Auditors have not reported any matter under section
    143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section
    134(3) (ca) of the Companies Act, 2013.

    26. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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

    27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

    28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

    REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

    STATUS AND COMPANY’S OPERATIONS IN FUTURE:

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

    29. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

    (a) That in the preparation of the annual accounts for the financial year ended 31st March 2024
    the applicable accounting standards had been followed along with proper explanation relating
    to material departures;

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

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

    (d) That the directors had prepared the annual accounts for the financial year ended 31st
    March,2024 on a going concern basis;

    (e) That the directors had laid down internal financial controls to be followed by the company
    and that such internal financial controls are adequate and were operating effectively and

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

    30. AUDITORS & AUDITOR’S REPORT:

    a) Statutory Auditor:

    M/s. Kapish Jain & Associates., Chartered Accountants (FRN: 022743N) were appointed as a
    Statutory Auditors of the Company in the Annual General Meeting Held on 29th December,2022
    to hold office till the Conclusion of 13th Annual General Meeting

    Auditor’s Report

    The Auditor’s Report for financial year ended March 31, 2024. All Observations, qualifications,
    disclaimer adverse remarks made in the Independent Auditors’ Report and Notes forming part of
    the Financial Statements are mentioned below along with the response of the management, and
    also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the
    Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial
    statements in this Auditor’s Report.

    S. No.

    Auditor Qualification

    Management Response

    1

    Following qualification has been given
    by the Auditors in the audit report on
    Standalone Financial Statements of the
    Company:

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

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

    2

    Following qualification has been given
    by the Auditors in the audit report on
    Standalone Financia! Statements of the
    Company:

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

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

    3

    Following qualification has been given
    by the Auditors in the audit report on
    Standalone Financial Statements of the
    Company:

    The Company has not complied with the
    provision of Income Tax Act, 1961 ("IT
    Act") by failing to file the Income Tax
    return ("ITR") under section 139 of the
    IT Act and Tax Audit Report ("TAR")
    under section 44AB of the IT Act for the
    assessment year 2022-23 and 2023-24.
    Accordingly, the company shall be liable
    to pay the applicable penalties for non¬
    filing of ITR and TAR as per provisions of
    the IT Act.

    In this regards we would like to apprise you
    the fact that the Company is in process of
    filing the ITR and TAR under section 139 of
    the IT Act and Tax Audit Report ("TAR")
    under section 44AB of the IT Act for the
    assessment year 2022-23 and 2023-24.

    b) Cost auditors:

    The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies
    Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost
    audit is not applicable to the Company.

    c) Internal auditors

    The Company has appointed Mr. Manoj Kukreekat John as an Internal Auditor pursuant to Section
    138 of the Companies Act, 2013 read with the rule 13 of the Companies (Accounts) Rules, 2014,
    for the Financial Year 2023-24 and the Internal Auditor submitted its report to the Board.

    d) Secretarial Auditor:

    Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
    (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
    appointed M/s Vikas Verma & Associates, Practicing Company Secretaries, to undertake the
    Secretarial audit of the Company for the Financial Year 2023-24.

    Secretarial Audit Report

    The Secretarial Audit Report for the financial year ended 31st March, 2024 contain Following
    qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-
    3) as provided by the Company Secretary in Practice has been annexed to the Report.
    (Annexure-
    V)

    31.EXTRACT OF THE ANNUAL RETURN

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

    32.. FAMILIARISATION PROGRAMMES

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

    33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

    34. CODE OF CONDUCT:

    Commitment to ethical professional conduct is a must for every employee, including Board
    Members and Senior Management Personnel of the Company. The Code is intended to serve as a
    basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins
    that each individual in the organization must know and respect existing laws, accept and provide
    appropriate professional views, and be upright in his conduct and observe corporate discipline.

    The duties of Directors including duties as an Independent Director as laid down in the Companies
    Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management
    Personnel affirm compliance with the Code of Conduct annually.

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

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

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

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

    37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
    THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
    TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
    REASONS THEREOF:

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

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

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

    39. RISK MANAGEMENT POLICY

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

    40.PREVENTION OF INSIDER TRADING

    The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate
    trading in securities by the Directors and certain designated employees of the Company. The Code
    requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
    Company shares by the Directors and designated employees while in possession of unpublished
    price sensitive information in relation to the Company and during the period when the trading

    window is closed. The Board is responsible for implementation of the Code. All Board Directors
    and the designated employees have confirmed compliance with the Code.

    41.DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

    None of the Directors are related to each other.

    42.SECRETARIAL STANDARDS

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

    43.CAUTIONARY NOTE

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

    44.STATEMENT ON OTHER COMPLIANCES

    Your Director’s state that no disclosure or reporting is required in respect of the following items
    as there were no transactions on these items During the reporting period:

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

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

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

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

    45. WEBSITE OF THE COMPANY:

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

    ACKNOWLEDGEMENT:

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

    Date: 04-09-2024

    Place: Kerala For & on behalf of

    Fone4 Communications (India) Limited

    Sd/- Sd/-

    Sayyed Hamid Sayyed Imbichi Haris Sayyed
    Managing Director

    Director DIN- 08395581

    DIN- 05167876

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