Directors Report of Munoth Communication Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their Fortieth Annual Report together with the Audited
Accounts (Standalone and Consolidated) for the year ended March 31, 2024: (In ‘000s)

PARTICULARS	STANDALONE		CONSOLIDATED
	2023-24 Rs.	2022-23 Rs.	2023-24 Rs.	2022-23 Rs.
Total Revenue	3753.29	1.840	2998.11	1.840
Total Expenses	4012.56	11488.24	4012.56	11488.24
Profit/(Loss) before exceptional and extra ordinary items and tax	(259.27)	(11486.40)	(1014.45)	(11486.40)
Less: Exceptional items	0	0		0
Less: Extraordinary items	0	0		0
Profit/(Loss) before tax	(259.27)	(11486.40)	(1020.56)	(11537.82)
Less: Current and Deferred Tax	(122.32)	18.44	(122.32)	18.44
Add: Share of Profit from Associates -CFORE Telecom Limited	-	-	(6.11)	(51.42)
Profit/(Loss) after tax	(2418.10)	(11504.84)	(3179.39)	(11537.82)
Other Comprehensive Income: Items that will not be reclassified to profit or loss- Changes in fair value of FVOCI equity instruments.	(635.74)	86551.840	(635.74)	86551.840
Total Comprehensive income for the year	(3053.84)	75047.00	(3815.13)	74995.57
Earnings per share: Basic & Diluted	(0.25)	(1.19)	(0.33)	(1.20)

REVIEW OF BUSINESS OPERATIONS:

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

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

FUTURE PROSPECTS:

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

DIVIDEND:

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

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

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

There were no material changes and commitments affecting the financial position of the company
between31 st March 2024 (the end of the financial year) and 29th May 2024 (the date of the report).

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

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

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

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

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

EXTRACT OF ANNUAL RETURN

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTOR’S RESPONSIBILITY STATEMENT:

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

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

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the close of the financial year ended 31st March 2024 and of
Profit and loss of the Company for the year ended 31st March 2024.

c) The Directors had taken proper and sufficient care for the maintenance of adequate "accounting
recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
theCompany and for preventing and detecting fraud and other irregularities.

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

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

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

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

DEPOSITS

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

DIRECTORS & KMP

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

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

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

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

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

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

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

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

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

DECLARATION OF INDEPENDENT DIRECTORS:

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

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

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

STATUTORY AUDITORS:

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

SECRETARIAL AUDIT REPORT:

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

COST AUDIT:

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

The disclosure for financial year 2023-24 in Form No. AOC.2 is enclosed as Annexure 5.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

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

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

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

VIGIL MECHANISM:

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

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, report on Corporate Governance is not applicable to the Company for the financial year 2023-24
Since the Net Worth is below 25 Crores and the Paid up Capital of the Company is less than 10 Crores.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted 4 Board meetings during the financial year under review. They were held
on 30th May 2023, 14th August 2023, 14th November 2023 and 14th February 2024.

AUDIT COMMITTEE:

The Audit Committee comprises of Directors namely Mr. C R Sasi, Ms. Lakshika Mehta (Chairman) and
Mr. Jaswant Munoth (executive director) as members. All the recommendations made by the Audit
Committee were accepted by the Board.

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

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Board of Directors has constituted the Shareholders’ and Investors’ Grievance Committee in 2000.This
Committee specifically looks into the Shareholders’ and investors’ complaints on matters relating to
transfer of shares, non-receipt of annual report etc. In addition, the Committee also looks into matters
that can facilitate better investor services and relations.

The committee consists of the following Directors:

1. Ms. Lakshika Mehta, Chairman

2. Mr. C R Sasi

3. Mr. Jaswant Munoth

STOCK EXCHANGES

The Company’s shares are listed on The Stock Exchange, Mumbai.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and
Exchange Board of India for prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Board of Directors and the designated
employees have confirmed compliance with the code.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review.

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

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

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

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

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

ACKNOWLEDGEMENTS:

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

By Order of the Board
for MUNOTHCOMMUNICATION LIMITED

-sd- -sd-

Place : Chennai Jaswant Munoth Bharat Munoth

Date : 29-05-2024 Managing Director (DIN: 00769545) Director (DIN : 00769588)

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

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014

FINANCIAL RESULTS:

Particulars 2013-2014 2012-2013 Rs.In ''000 Rs. in ''000

Revenue from operations 67.36 88.72

EBITDA (6632.43) (4161.62)

Less: Depreciation and amortization 2930.34 3206.49

Finance cost 93.62 121.62

Profit / (Loss) before Tax (9656.39) (7489.73) Less: Tax expenses 3955.51 -

Profit / (Loss) after tax (13611.90) (7489.73)

REVIEW OF BUSINESS OPERATIONS:

The Company has designed mobile phone accessories like Chargers, Adopters, Power bank, Pen drive and have refined 5.5 design house based out of Paris, France and Sohamsaa Systems Pvt. Ltd based out of Bangalore, India for designing. The Company made prototype of the charger and is in final stage before mass production^The product would get launched in the 3rd quarter of the current financial year under the brand ''VG''. The Company has also applied three patents for Socket Charger, Hybrid Charger, Normal & fast charger with switch.

The Company filed civil and criminal cases against Kingtech Electronics (India) Pvt Ltd for money recovery. Madras High Court on 23rd July 2013 allowed the application No.3060/2012 made by MCL against Kingtech Electronics (India) Pvt Ltd and order restrains Ganishee HSBC Bank Ltd from making payment to Kingtech Electronics (India) Pvt Ltd to be extent of suit claim amounting to Rs.51,38,776/-.

The Company has also made a claim of Rs. 2,28,22,324/- towards damage.

With respect to its own brand ''MUNOTH'' the Company is exploring the possibility of re launching Senior Citizen phone and other application based phones

FUTURE PROSPECTS:

Mobile accessories market in India does not have a single brand which makes all accessories. The Company''s brand "VG" would be one of the early mover advantage. The Company will use direct sales and sales through internet route to sell all mobile phone accessories.

The Company will continue to work on senior citizen phone in both hardware and software segment. It is planning to develop a senior citizen application on different operating system

DIVIDEND:

On account of the losses sustained by the company, your Directors regret their inability to declare any dividend.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS:

In terms of provisions of the Articles of Association, Mr. Bharat Munoth and Mr. Lalchand Munoth retires by rotation at the forthcoming Annual General Meeting and both being eligible offers themselves for re- appointment.

Mr. Vikas Munoth has been appointed as an Additional Director of the Company with effect from December 14, 2013. He is proposed to be appointed as Director at the ensuing Annual General Meeting liable to retire by rotation.

Mr. C R Sasi has been appointed as an Additional Director of the Company with effect from December 14 2013. He is proposed to be appointed as Independent Director at the ensuing Annual General Meeting for a term of 5 consecutive years from the date of the ensuing Annual General Meeting as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Three of the existing directors namely Mr. M Jayantilal Jain, Mr. Manish Mardia and Ms. Ranjani Padmanabhan have been selected for appointment as Independent Directors for a term of 5 consecutive years from the date of the ensuing Annual General Meeting subject to the approval of shareholders, as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Director''s confirm that:-

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year ended 31st March 2014 and of the Profit/Loss of the company for the year ended 31st March 2014.

iii) 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.

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

DEPOSITORY SYSTEM:

As per SEBI''s Directive, Equity Shares of your company is now compulsorily traded in dematerialised form. In this connection your company has signed an agreement with NSDL & CDSL for dematerialisation of its equity shares. As of date Equity Shares representing about 86.43% of the Shares Capital have been dematerialised. The company has appointed M/s. Cameo Corporate Services Limited as Registrars for the purpose of electronic connectivity for effecting dematerialisation of shares.

FIXED DEPOSITS

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

STOCK EXCHANGES

The Company''s shares are listed on Madras Stock Exchange, Bombay Stock Exchange and Ahmedabad Stock Exchange.

STATUTORY INFORMATION: PARTICULARS:

There are no persons, employed in the company either during the year or part of the year who were in receipt of remuneration exceeding the sums prescribed under the provision of Sec.217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being in the trading business, requirement regarding the disclosure of particulars relating to conservation of energy and technology absorption prescribed by the rules are not applicable.

AUDITORS:

M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company, retires at the close of the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Employee relations have been very cordial during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your company by the Bankers and other valued clients. The Board gratefully express their thanks to you all for the trust you have reposed in the Company and look forward to your continued support. Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the company.

For and on behalf of the Board of Directors

Place : Chennai LALCHAND MUNOTH Date : 20/05/2014 CHAIRMAN

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Mar 31, 2013

TO THE MEMBERS:

The Directors have pleasure in presenting their Twenty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013

FINANCIAL RESULTS:

2012-2013 2011-2012 Particulars Rs.ln ''000 Rs. in ''000

Total Revenue 3751.24 188388.16

Total Expenditure 7912.86 190112.77

EBITDA (4161.62) (1724.61)

Less: Depreciation and amortization 3206.49 3574.71

Finance cost 121.62 2358.28

Profit / (Loss) before Tax (7489.73) (7657.60)

Less: Tax expenses 716.29

Profit / (Loss) after tax (7489.73) (8373.88)



REVIEW OF BUSINESS OPERATIONS:

The Company terminated the distribution business of G''Five mobile phones. It reduced the number of employees and closed down branches to save cost. The employee cost was reduced to Rs. 29.50 lakhs from Rs. 76.02 lakhs in the previous year and the other expenses was reduced to Rs. 37.69 lakhs as against Rs.121.45 lakhs in the previous year. The Company also changed the classification of share to investment from stock in trade resulting in a book loss of Rs. 11.93 lakhs.

The Company filed civil and criminal cases against Klngtech Electronics (India) Private Limited for money recovery. A sum of Rs. 51,38,776/- is due from the said Company for return of stock. The Company has also made a claim of Rs. 2,28,22,324/- towards damage.

With respect to its own brand ''MUNOTH'' the Company continued to explore for possibility of increasing sales in Senior Citizen phone.

FUTURE PROSPECTS:

The Company will continue to work on senior citizen phone in both hardware and software segment. It is planning to develop a senior citizen application on different operating system.

The Company is also exploring the possibilities of foraying into construction business through Joint Venture route.

DIVIDEND:

On account of the losses sustained by the company, your Directors regret their inability to declare any dividend.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS:

In terms of provisions of the Articles of Association, Mr. Bharat Munoth and Ms. Ranjani Padmanabhan retires by rotation at the forthcoming Annual General Meeting and both being eligible offers themselves for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Director''s confirm that:-

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year ended 31st March 2013 and of the Profit/Loss of the company for the year ended 31st March 2013.

iii) 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.

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

AUDIT COMMITTEE:

The Audit committee constituted by the Board of Directors consists of three Independent Directors Viz.

1. Mr. Manish Mardia Chairman

2. Mr.M Jayantilal Jain Member

3. Mrs. Ranjani Padmanabhan Member

The constitution of the Audit Committee also meets the requirements of Sec.292A of the Companies Act 1956 as introduced by the Companies (Amendment) Act 2000. The terms of reference specified by the Board to the Audit Committee are as per clause 49 of the Listing Agreement.

REMUNERATION COMMITTEE:

The remuneration committee has been constituted for performing inter alia the role/various functions as set out under clause 49 of the listing agreement with the Stock Exchanges and also in pursuance to the amendments made to Schedule XIII to the Companies Act, 1956.

DEPOSITORY SYSTEM:

As per SEBI''s Directive, Equity Shares of your company is now compulsorily traded in dematerialised form. In this connection your company has signed an agreement with NSDL & CDSL for dematerialisation of its equity shares. As of date Equity Shares representing about 86.17% of the Shares Capital have been dematerialised. The company has appointed M/s. Cameo Corporate Services Limited as Registrars for the purpose of electronic connectivity for effecting dematerialisation of shares.

FIXED DEPOSITS

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

STOCK EXCHANGES

The Company''s shares are listed on Madras Stock Exchange, Bombay Stock Exchange and Ahmedabad Stock Exchange. The Listing fees to all Stock Exchanges have been paid up to date.

STATUTORY INFORMATION: PARTICULARS:

There are no persons, employed in the company either during the year or part of the year who were in receipt of remuneration exceeding the sums prescribed under the provision of Sec.217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being in the trading business, requirement regarding the disclosure of particulars relating to conservation of energy and technology absorption prescribed by the rules are not applicable.

AUDITORS:

M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company, retires at the close of the ensuing Annua! General Meeting and are eligible for re-appointment.

PERSONNEL:

Employee relations have been very cordial during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your company by the Bankers and other valued clients. The Board gratefully express their thanks to you all for the trust you have reposed in the Company and look forward to your continued support. Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, efforts and the spirit of dedication by the employees and officers at all levels in the progress of the company.

For and on behalf of the Board of Directors

Place : Chennai LALCHAND MUNOTH

Date : 29/05/2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty Eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012

FINANCIAL RESULTS:

Particulars 2011-2012 2010-2011 Rs.In'000 Rs.in'000

Total Revenue 188388.16 64498.28

Total Expenditure 190112.76 61965.44

EBITDA (1724.60) 2532.84

Less: Depreciation and amortization 3574.71 1272.75

Finance cost 2358.28 684.18

Profit / (Loss) before Tax (7657.60) 575.91

Less: Tax expenses 716.29 400.82

Profit / (Loss) after tax (8373.88) 175.09

REVIEW OF BUSINESS OPERATIONS:

Distribution of G'Five Mobile phones was discontinued as Kingtech Electronics (India) Private Limited terminated the agreement. MCL is in the process of closing down the business of G'Five Mobile phones.

FUTURE PROSPECTS:

The Company would look for some other distribution opportunities and continue to focus on its own brand Munoth which is in to application based phones.

DIVIDEND:

On account of the losses sustained by the company, your Directors regret their inability to declare any dividend.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Auditor's Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS:

In terms of provisions of the Articles of Association, Mr. Lalchand Munoth and Mr. M Jayantilal Jain retires by rotation at the forthcoming Annual General Meeting and both being eligible offers themselves for re-appointment.

The present term of office of Mr. Jaswant Munoth as Managing Director approved by the shareholders will be ending on 30/11/2012 and his reappointment as Managing Director for another term of five years is placed before members for approval.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Director's confirm that:-

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year ended 31st March 2012 and of the Profit/Loss of the company for the year ended 31st March 2012.

iii) 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.

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

AUDIT COMMITTEE:

The Audit committee constituted by the Board of Directors consists of three Independent Directors Viz.

1. Mr. Manish Mardia Chairman

2. Mr.M Jayantilal Jain Member

3. Mrs. Ranjani Padmanabhan Member

The constitution of the Audit Committee also meets the requirements of Sec.292A of the Companies Act 1956 as introduced by the Companies (Amendment) Act 2000. The terms of reference specified by the Board to the Audit Committee are as per clause 49 of the Listing Agreement.

REMUNERATION COMMITTEE:

The remuneration committee has been constituted for performing inter alia the role/various functions as set out under clause 49 of the listing agreement with the Stock Exchanges and also in pursuance to the amendments made to Schedule XIII to the Companies Act, 1956.

DEPOSITORY SYSTEM:

As per SEBI's Directive, Equity Shares of your company is now compulsorily traded in dematerialised form. In this connection your company has signed an agreement with NSDL & CDSL for dematerialisation of its equity shares. As of date Equity Shares representing about 85.87% of the Shares Capital have been dematerialised. The company has appointed M/s. Cameo Corporate Services Limited as Registrars for the purpose of electronic connectivity for effecting dematerialisation of shares.

FIXED DEPOSITS

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

STOCK EXCHANGES

The Company's shares are listed on Madras Stock Exchange, Bombay Stock Exchange and Ahmedabad Stock Exchange. The Listing fees to all Stock Exchanges have been paid up to date.

STATUTORY INFORMATION: PARTICULARS:

There are no persons, employed in the company either during the year or part of the year who were in receipt of remuneration exceeding the sums prescribed under the provision of Sec.217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being in the trading business, requirement regarding the disclosure of particulars relating to conservation of energy and technology absorption prescribed by the rules are not applicable.

AUDITORS:

M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company, retires at the close of the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Employee relations have been very cordial during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your company by the Bankers and other valued clients. The Board gratefully express their thanks to you all for the trust you have reposed in the Company and look forward to your continued support. Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the company.

For and on behalf of the Board of Directors

Place : Chennai LALCHAND MUNOTH

Date : 26/05/2012 CHAIRMAN

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Mar 31, 2011

DIRECTORS' REPORT TO THE MEMBERS:

The Directors have pleasure in presenting their Twenty Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011

FINANCIAL RESULTS:

Particulars 2010-2011 2009-2010 Rs.in Lacs Rs. in Lacs

Total Income 703.42 91.25

Total Expenditure 684.94 64.35

Profit / (Loss) before Depreciation 18.48 26.90

Less: Depreciation 12.72 9.53

Profit / (Loss) before Tax 5.76 17.37

Less: Provision .or Tax - 0.79

Profit / (Loss) after tax 5.76 16.58

Less: Deferred Tax adjustment for the year 4 .01 6.59

Profit for the year 1.75 9.99

Loss brought forward 341.54 351.53

Profit / (Loss) carried forward (339.79) (341.54)

REVIEW OF BUSINESS OPERATIONS:

The Company has launched MUNOTH brand of mobile phones in the country. Currently it has five models A9, A28, A29, A36 and S5. S5 is an application based phone meant for senior citizen. MCL has set up a website www.soshealth.co.in where in the users of S5 can store their medical data. S5 has been featured in leading newspaper/magazine and was also featured in Haward review. MCL was also appointed as distributor for G'Five mobile phones for Tamilnadu, Karnataka and Gujarat. In the current year the Company sales is at Rs. 6.16 crores and a profit before tax of Rs. 5.76 lakhs.

FUTURE PROSPECTS:

The Company will focus on application based phones in its own brand.MUNOTH and continue to distribute phones of other brands. The Company expects to increase sales considerably in the current year of operation.

DIVIDEND:

On account of the carried forward losses sustained by the company, your Directors regret their inability to declare any dividend.

CORPORATE GOVERNANCE:

Areporton Corporate Governance along with the Auditor's Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS:

In terms of provisions of the Articles of Association, Mr. Manish Mardia retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Director's confirm that:-

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year ended 31 st March 2011 and of the Profit/Loss of the company for the year ended 31st March 2011.

iii) 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.

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

AUDIT COMMITTEE:

The Audit committee constituted by the Board of Directors consists of three Independent Directors Viz.

1. Mr. Manish Mardia Chairman

2. Mr.M Jayantilal Jain Member

3. Mrs. Ranjani Padmanabhan Member

The constitution of the Audit Committee also meets the requirements of Sec.292Aof the Companies Act 1956 as introduced by the Companies (Amendment) Act 2000. The terms of reference specified by the Board to the Audit Committee are as per clause 49 of the Listing Agreement.

REMUNERATION COMMITTEE:

The remuneration committee has been constituted for performing inter alia the role/various functions as set out under clause 49 of the listing agreement with the Stock Exchanges and also in pursuance to the amendments made to Schedule XIII to the Companies Act, 1956.

DEPOSITORY SYSTEM:

As per SEBI's Directive, Equity Shares of your company is now compulsorily traded in dematerialised form. In this connection your company has signed an agreement with NSDL & CDSL fordematerialisation of its equity shares. As of date Equity Shares representing about 85.84% of the Shares Capital have been dematerialised. The company has appointed M/s. Cameo Corporate Services Limited as Registrars for the purpose of electronic connectivity for effecting dematerialisation of shares.

FIXED DEPOSITS

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

STOCK EXCHANGES

The Company's shares are listed on Madras Stock Exchange, Bombay Stock Exchange and Ahmedabad Stock Exchange. The Listing fees to all Stock Exchanges have been paid up to date.

STATUTORY INFORMATION: PARTICULARS:

There are no persons, employed in the company either during the year or part of the year who were in receipt of remuneration exceeding the sums prescribed under the provision of Sec.217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being in the trading business, requirement regarding the disclosure of particulars relating to conservation of energy and technology absorption prescribed by the rules are not applicable.

AUDITORS:

M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company, retires at the close of the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Employee relations have been very cordial during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your company by the Bankers and other valued clients. The Board gratefully express their thanks to you all for the trust you have reposed in the Company and look forward to your continued support. Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the company.

For and on behalf of the Board of Directors LALCHAND MUNOTH Chairman

Place: Chennai Date : 14/05/2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty sixth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

2009-2010 2008-2009

Particulars Rs. in Lakh Rs. in Lakh

Total Income 150.95 128.08

Total Expenditure 124.05 300.68

Profit / (Loss) before Depreciation 26.90 (172.60)

Less: Depreciation 9.53 6.55

Profit / (Loss) before Tax 17.37 (179.15)

Less: Provision for Tax 0.79 -

Less Provision for FBT - 0.48

Profit / (Loss) after tax 16.58 (179.63)

Add / (Less): Deferred Tax adjustment for the year 6.59 (53.30)

Profit / (Loss) for the year 9.99 (126.33)

Profit / (Loss) brought forward (351.53) (225.20)

Profit / (Loss) carried forward (341.54) (351.53)



REVIEW OF BUSINESS OPERATIONS:

The Company is launching its own brand of mobile phone in the country. Efforts have been taken to locate design house, manufacturer in China and the sales and distribution network is being setup. The Company has already placed the first trial order with vendor based in China. The Company has invested in a new brand ID, new packaging and has brought out two models A9 and A36.

FUTURE PROSPECTS:

The Company plans to formally launch its own brand of mobile phones in the country in the second quarter of the financial year. It would have developed by that time over six models of GSM compliant mobile phones.

DIVIDEND:

On account of the carried forward losses sustained by the company, your Directors regret their inability to declare any dividend.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Auditor’s Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS:

In terms of provisions of the Articles of Association, Ms. Ranjani Padmanabhan retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that:-

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the close of the financial year ended 31st March 2010 and of the Profit/Loss of the company for the year ended 31st March 2010.

iii) 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.

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

AUDIT COMMITTEE:

The Audit committee constituted by the Board of Directors consists of three Independent Directors Viz.

1. Mr. Manish Mardia Chairman

2. Mr.M Jayantilal Jain Member

3. Mrs. Ranjani Padmanabhan Member

The constitution of the Audit Committee also meets the requirements of Sec.292A of the Companies Act 1956 as introduced by the Companies (Amendment) Act 2000. The terms of reference specified by the Board to the Audit Committee are as per clause 49 of the Listing Agreement.

REMUNERATION COMMITTEE:

The remuneration committee has been constituted for performing inter alia the role/various functions as set out under clause 49 of the listing agreement with the Stock Exchanges and also in pursuance to the amendments made to Schedule XIII to the Companies Act, 1956.

DEPOSITORY SYSTEM:

As per SEBI’s Directive, Equity Shares of your company is now compulsorily traded in dematerialised form. In this connection your company has signed an agreement with NSDL & CDSL for dematerialisation of its equity shares. As on March 31, 2010 Equity Shares representing about 85.75% of the Shares Capital have been dematerialised. The company has appointed M/s. Cameo Corporate Services Limited as Registrars for the purpose of electronic connectivity for effecting dematerialisation of shares.

FIXED DEPOSITS

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

STOCK EXCHANGES

The Company’s shares are listed on Madras Stock Exchange, Bombay Stock Exchange and Ahmedabad Stock Exchange. The Listing fees to all Stock Exchanges have been paid up to date.

STATUTORY INFORMATION: PARTICULARS:

There are no persons, employed in the company either during the year or part of the year who were in receipt of remuneration exceeding the sums prescribed under the provision of Sec.217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being in the trading business, requirement regarding the disclosure of particulars relating to conservation of energy and technology absorption prescribed by the rules are not applicable.

There are no earnings or outgo in respect of foreign exchange during the year under review.

AUDITORS:

M/s.Kumbhat & Co., Chartered Accountants, having firm Registeration No. : 00160S the Auditors of the Company, retires at the close of the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Employee relations have been very cordial during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your company by the Bankers and other valued clients. The Board gratefully express their thanks to you all for the trust you have reposed in the Company and look forward to your continued support. Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the company.

For and on behalf of the Board of Directors

Place : Chennai Lalchand Munoth

Date:21.05.2010 Chairman