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Cistro Telelink Ltd.

BSE: 531775 Sector: Others
NSE: N.A. ISIN Code: INE365C01023
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VOLUME 1974
52-Week high 0.20
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Mkt Cap.(Rs cr) 1
Buy Price 0.20
Buy Qty 8026.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.20
CLOSE 0.20
VOLUME 1974
52-Week high 0.20
52-Week low 0.13
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.20
Buy Qty 8026.00
Sell Price 0.00
Sell Qty 0.00

Cistro Telelink Ltd. (CISTROTELELINK) - Director Report

Company director report

To

The Members

CISTRO TELELINK LIMITED.

Your Directors have great pleasure in presenting 24thANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. in Lacs)
PARTICULARSYear ended
20162015
Total Income--
Depreciation--
Profit before Tax-563218-380370
Provision for taxationNILNIL
Profit after Tax-563218-380370

2. DIVIDEND AND TRANSFER TO RESERVES:

As the Company is suffering losses no dividend was declared during the year.No amount is 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 the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Mr.Om Prakash Madhogarhia Whole Time Director retires by rotation and being eligible has offered himself for re-appointment. The members are therefore requested to re-appoint him in the forthcomingAnnual General Meeting.

5. NUMBER OF BOARD MEETINGS:

During the financial year the Board of Directors had met four times on 28th May 2015 13th August 2015 6th November 2015 and 11th February 2016.

6. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts the applicable accounting standard had been followed along with proper explanation relating to material departures

ii) That the Directors have 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 end of the financial 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 of adequate accounting records in accordance with the provision of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

7. DEPOSITS:

The Company has not accepted Fixed Deposits within the meaning of Section 74 of the Companies Act 2013 and Rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal as the case may be according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

8. SECRETARIAL AUDITOR & REPORT:

The Board has appointed Mrs. Samata Saraf Company Secretary in practiceas the Secretarial Auditor of the Company for the financial year 2015-2016.

Also annexed herewith secretarial Audit report (MR-3)as Annexure-I as provided by Mrs. Samata Saraf for the secretarial audit conducted by them for the period 2015-16 under review.

The company did not appoint a Whole time Company Secretary during the period under review 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 Rule 12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure-IIand is attached to this Report.

10. INTERNAL AUDITORS

The company has appointed M/s. Phophalia S & Associates. Chartered Accountants as internal auditor of thecompany for financial year 2016-17.

11. STATUTORY AUDITORS:

M/s. C.P.Jaria & Co. Chartered Accountants Surat Statutory Auditors of the company hold office until the conclusion of theforthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed thattheir appointment if made shall be within the limits specified under Section 141(3)(g) of the Companies Act 2013 and they arenot disqualified for re-appointment under any of the provisions and rules framed under the Companies Act 2013.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

12. COMMENTS ON AUDITOR'S REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made by M/s. C.P.Jaria & Co Statutory Auditors in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

The particulars of investment made under Section 186 of the Companies Act 2013 have been 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 in Section 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act 2013 is appended as Annexure IIIto Director's Report.

15. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

16. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the 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 performance and as well as that of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees experience & competencies performance of specific duties & obligations governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the

Board Chairman who were evaluated on parameters such as attendance contribution at the meetings and otherwise independent judgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overall engagement of the Board and its Committees with the Company.

18. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board re-constituted some of its Committees. There are currently three Committees of the Board as follows:

 Audit Committee

 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 the Companies Act 2013 read with the Companies (Accounts) Rules 2014 regarding conservation of energy technology absorption is not applicable.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns details of which have been given in the Corporate Governance Report annexed to this Report.

21. SUBSIDIARIES AND ASSOCIATE COMPANY'S:

As on 31st March 2016 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 was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March 2016 the Company's Paid up Capital was Rs. 51343000/- (Rupees Five Crore Thirteen lakhs Forty-three thousand only) and Net worth is of Rs.48191738/- (Rupees Four Crore Eighty-one Lacs Nine One thousand Seven Hundred Thirty Eight 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 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is annexed to this report. (Annexure IV)

24. MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once during the year to review the working of the Company its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was complied by Independent authority and informed to the members.

25. PARTICULARS OF EMPLOYEES:

During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

26. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters lenders business associates including distributors vendors and customers the press and the employees of the Company.

BY ORDER OF BOARD
Sd/-
DATE : 11th August 2016Mr. Om Prakash Madhogarhia
PLACE : INDOREChairman
DIN NO:05330865

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014]

Form for disclosure of particulars of contracts / arrangements entered into by Sagar Soya Products Limited with the related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:
(a) Name(s) of the related party and nature of relationshipNIL
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationshipNIL
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Date(s) of approval by the Board if any:
(f) Amount paid as advances if any