CISTRO TELELINK LIMITED.
Your Directors have great pleasure in presenting 25thANNUAL REPORT alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2017.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
|PARTICULARS || |
| ||2017 ||2016 |
|Total Income || || |
|Depreciation || || |
|Profit before Tax ||(526838) ||(563218) |
|Provision for taxation ||NIL ||NIL |
|Profit after Tax ||(526838) ||(563218) |
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:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year Mr.Arun Kumar Sharma Director retires by rotation and being eligiblehas offered himself for reappointment. The members are therefore requested to re-appointhim in the forthcomingAnnual General Meeting.
5. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met five times on 27thMay 2016 8th July 2016 11th August 2016 11th November2016 and 13th February 2017.
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 M/S. HS Associates Company Secretary in practice as theSecretarial Auditor of the Company for the financial year 2016-2017.
Also annexed herewith secretarial Audit report (MR-3) as Annexure-I as provided byM/S. HS Associates Company Secretary in practice for the secretarial audit conducted bythem for the period 2016-17 under review. The Qualification and observations mentioned inSecretarial Audit Report are self-explanatory.
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 inAnnexure-IIand 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 2017-18.
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 Termof their appointment as Statutory Auditor will expire in ensuring Annual General Meeting.They can be re-appointed as Statutory Auditor for the further period of five yearspursuant to Section 139 of The Companies Act2013 along with applicable rules. Furtherthey have signified their willingness to be re-appointed and have further confirmedthattheir re-appointment if made shall be within the limits specified under Section141(3)(g) of the Companies Act 2013 and they arenot disqualified for reappointment underany of the provisions and rules framed under the Companies Act 2013.
The resolution for re-appointment of Statutory Auditors for the term of five years isput forward for your approval in the notice of Annual General Meeting.
12. COMMENTS ON AUDITOR'S REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. C.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.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureIII to Director's Report.
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. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
19. 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.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns.
21. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March 2017 Company has no subsidiaries and associate companies.
22. CORPORATE GOVERNANCE:
The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.
As on 31st March 2017 the Company's Paid up Capital was Rs. 51343000/-(Rupees Five Crore Thirteen LakhsForty-three thousand only) and Net worth is of Rs.47664900/- (Rupees Four Crore Seventy-Six Lacs Sixty-Four Thousand Nine Hundred only).
Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company.
23. MANAGEMENT'S 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 IV)
24. 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.
25. PARTICULARS OF REMUNERATION OF EMPLOYEES AND DIRECTORS
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided as there are no employees in the Company during the Year and the Directors of theCompany do not draw any Remuneration.
The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on 13thFebruary 2017 that the Directors of the Company do not draw anyRemuneration. The Policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of section 178 is available onCompany's website:
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
DATE : 11th August 2017 Mr. Om Prakash Madhogarhia
PLACE : INDORE Chairman