CISTRO TELELINK LIMITED.
Your Directors have great pleasure in presenting 23rd ANNUAL REPORT alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2015.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
|PARTICULARS || |
| ||2015 ||2014 |
|Total Income || || |
|Depreciation || || |
|Profit before Tax ||-380370 ||-254088 |
|Provision for taxation ||NIL ||NIL |
|Profit after Tax ||-380370 ||-254088 |
2. DIVIDEND AND TRANSFER TO RESERVES:
As the Company is suffering losses no dividend was declared during the year.No amountis being transferred to reserves during the year under review.
3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review the shares of the Company were suspended from trading onthe Bombay Stock Exchange vide order dated 27th February 2015 issued by BSELimited.
However Company has taken efforts to ensure revocation of suspension order andsubsequently has also made its representation before the stock exchange.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors at their meeting held on 27th March 2015 approvedthe appointment of Mr.Pyarelal Verma as the Chief Financial officer (CFO) of the Companyand designated him as a Key Managerial Personnel in terms ofSection 203 of The CompaniesAct2013.
During the Year in order to comply with the provisions of Clause 49 (I) (A) of ListingAgreement (Composition of Board of Directors) Mr.Ganeshbhai Sengadani was appointed as anAdditional Independent Directoron the Board of Directors of the Company on 27thMarch 2015.
During the year Mr. Pyarelal Verma Director retires by rotation and being eligible hasoffered himself for reappointment. The members are therefore requested to re-appoint himin the forthcoming Annual General Meeting.
5. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met five times on 29thMay 2014 14th August 2014 14th November 2014 13thFebruary 2015 and 27th March 2015.
6. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) That in the preparation of the annual accounts the applicable accounting standardhad been followed along with proper explanation relating to material departures
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating
The Company has not accepted Fixed Deposits within the meaning of Section 74 of theCompanies Act 2013 and Rules framed there under are complied with. There are no depositswhich have not been claimed by depositors or paid by the company after the date on whichthe deposit became due for repayment or renewal as the case may be according to thecontract with the depositors & there are no total amounts due to the depositors &remaining unclaimed or unpaid.
8. SECRETARIAL AUDITOR & REPORT:
The Board has appointed HS associates Company Secretaries as the Secretarial Auditorof the Company for the financial year 2015-2016. Also annexed herewith secretarial Auditreport (MR-3) as Annexure-I as provided by M/ s. HS Associates for the secretarial auditconducted by them for the period 2014-15 under review.
The company did not appoint a Whole time Company Secretary during the period underreview as the financial position of the Company is weak.
9. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure-2and is attached to this Report.
10. INTERNAL AUDITORS
The company has appointed M/s. Phophalia S & Associates. Chartered Accountants asinternal auditor of thecompany for financial year 2015-16.
11. STATUTORY AUDITORS:
M/s. C.P.Jaria & Co. Chartered Accountants Surat Statutory Auditors of thecompany hold office until the conclusion of theforthcoming Annual General Meeting and havesignified their willingness to be re-appointed and have further confirmed that theirappointment if made shall be within the limits specified under Section 141 (3)(g) of theCompanies Act 2013 and they are not disqualified for re-appointment under any of theprovisions and rules framed under the Companies Act 2013.
The resolution for ratification of his appointment is put forward for your approval inthe ensuing Annual General Meeting.
12. COMMENTS ON AUDITORS REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/sC.P.Jaria & Co Statutory Auditors in their report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of investment made under Section 186 of the Companies Act 2013 havebeen disclosed in the financial statements in Schedule 7 of the Balance Sheet.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There are no related party transactions during the year.
15. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. Significant audit observations and followup actions thereon are reported to the Audit Committee.
16. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
17. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious 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 theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
18. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Since the Company is not a manufacturing unit provisions of Section 134(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption is not applicable.
19. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.
20. SUBSIDIARIES AND ASSOCIATE COMPANYS:
As on 31st March 2015 Company has no subsidiaries and associate companies.
21. CORPORATE GOVERNANCE:
The Board had implemented Corporate Governance Code in pursuance of Clause 49 ofListing Agreement during the year. The report on Corporate Governance is annexed heretoforming part of this report.
The requisite certificate from the Auditors of the Company on implementation ofrequirements of the Corporate Governanceis also annexed herewith forming part of thisreport. (Annexure-3)
22. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report. (Annexure 4)
23. MEETING OF INDEPENDENT DIECTORS:
The Independent Directors met once during the year to review the working of theCompany its Board and Committees. The meeting decided on the process of evaluation of theBoard and Audit Committee. It designed the questionnaire on limited parameters andcompleted the evaluation of the Board by Non Executive Directors and of the Auditcommittee by other members of the Board. The same was complied by Independent authorityand informed to the members.
24. PARTICULARS OF EMPLOYEES:
During the financial year there were no employees drawing salary exceeding Rs. 5 Lacs.The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to medianemployee's remuneration is made available at the registered office of the Company duringworking hours for a period of twenty-one (21) days before the date of the meeting i.etill 8th September 2015.
Your Directors wish to place on record their appreciation of the support which theCompany has received from its promoters lenders business associates includingdistributors vendors and customers the press and the employees of the Company.
| ||BY ORDER OF BOARD |
| ||Sd/- |
|DATE : 13th August 2015 ||Mr. Om Prakash Madhogarhia |
|PLACE : INDORE ||Chairman |
| ||DIN NO:05330865 |