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Citizen Infoline Ltd.

BSE: 538786 Sector: Financials
NSE: N.A. ISIN Code: INE473L01018
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OPEN 5.61
CLOSE 5.90
52-Week high 8.70
52-Week low 3.70
Mkt Cap.(Rs cr) 3.03
Buy Price 0.00
Buy Qty 0.00
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Citizen Infoline Ltd. (CITIZENINFOLINE) - Director Report

Company director report


The Members

Citizen Infoline Ltd.

Your Directors have great pleasure in presenting the 21 * ANNUAL REPORT and the AuditedStatement of Accounts of the Company for the year ended on 31 st March 2015


Particulars Amount for 2014-15 (Rs.) Amount for 2013-14 (Rs.)
Total Income 497.53 524.44
Total Expenditure (446.27) (462.22)
Profit Before Depreciation Non Cash Expenses &Tax 51.26 62.22
Less: Depreciation & Other Non Cash Expenses (33.08) (28.74)
Profit Before Tax 18.18 33.48
Less: Provision for Taxes (8.57) (10.02)
Add: Deferred Tax Asset/Liabilities 14.19 (0.35)
Less: Income tax Short / Excess Provision of earlier year (0.04) 0.45
Profit After Tax 23.76 23.56
Add: Balance Brought Forward from Previous Year 72.97 49.41
Balance Carried to Reserve & Surpluse 9673 72.97


During the year the company’s turnover is decreased from Rs. 473.18 Lacs toRs.438.13 Lacs from the previous year. This year the net profit increase from Rs. 23.56Lacs to 23.76 Lacs. The net profit ratio has Increase from 4.98% to 5.42% uring year. Yourdirectors expect better performance in future.


The dividend payout for the year under the review has been formulated in accordancewith the company's policy to pay substantial dividend linked to long term performancekeeping in view the company’s need for capital for its growth plans and the intent tofinance through internal accruals to maximum. Your directors have always wished toappreciate the trust and faith of its members by paying them appropriate dividends.

Even though the company has maintained good earning track records your directorsconsider need to plough back current earnings to meet its future need. Therefore yourdirectors do not recommend any dividend current year.


During the year under review the Company has not accepted any deposits from the publicwithin the meaning of Companies Act 2013.


All the existing properties including Building are adequately insured.

Directors’ Report


Pursuant to the provisions of Companies Act 2013 Kasturi R Jain and Pukhraj K Veddirectors of the Company who retires by rotation and being eligible offer themselves forre-appointment. The Board recommends their reappointment as Directors of the Company.

The Board has appointed Harsh 0. Jain as additional director of the Company and MiteshA Jain Sandeep M Jain as independent director of the company on 7h July 2014.Their appointments are subject to confirmation by the members at annual general meeting.The board recommends them for their appointment.


Attention of members is drawn to Note of financial statements regarding calculations ofdepreciation for current financial year. The Companies Act 2013 has changed method ofcomputation of depreciation from calculations based on rates of depreciation tocalculations based on the useful life of the company. Therefore the company was requiredto ascertain useful life of all assets as on 1 April 2014 and depreciate the written downvalue on remaining useful life of the assets.

Further those assets whose useful life has become Nil as on 1 April 2014 are requiredto be discarded and remaining WDV of such assets is required to be adjusted towardsreserves of the company. The company has carried out required changes and identifieduseful life and WDV of all assets as per provisions of Companies Act 2013 andrecalculated depreciation on all assets accordingly. Further the company has debitedamount of Rs. 3214399/- against reserves and surplus as write off towards fixed assetswhose useful life has become zero on 1 April 2014. This is one time write off and notexpected to recur in future. Your directors believe that this will enable the company topresent more correct view of financial position of the company.


Formal evaluation statement u/s 134(3)(p) of Companies Act 2013 is here with attachedas annexure to the report. The evaluation includes evaluation of board as a wholeindividual director and of every committee of board.


M/s. Baheti Bhadada & Associates auditors of the company hold office tillthe conclusion of the ensuing Annual General Meeting and are eligible forreappointment.

Members are requested to appoint M/s Baheti Bhadada and Associates CharteredAccountants as statutory auditor of the company from current annual general meeting tillend of next annual general meeting. The board has received letter from them to the effectthat their re-appointment it made will be within limits specified u/s 141 (1)(g) ofCompanies Act 2013.


The observations made in the Auditors Report are self explanatory and therefore neednot require any further comments by the board of directors.


In pursuant to Section 204 of the Companies Act 2013 the Board herewith attachessecretarial audit report issued by practicing company secretary. There are no remarks orcomments in said report which requires clarifications by the board.

Directors’ Report


Pursuant to requirement of 93 (3) of Companies Act 2013 the abstracts of annualreturn is herewith attached in Annexure of the report in prescribed Form No MGT-9.


Pursuant to requirement under section 134(3)(c) of Companies Act 2013 with respect toDirectors’ Responsibility Statement it is hereby confirmed.

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the inancial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively


Since the company is engaged in service business its operation does not involvesubstantial consumption of energy Flowever the company has taken necessary care toconserve scarce resources of the nation.


The company has not imported any technology but the company is very conscious to absorbnecessary technological advancement in its service. The company is continuously upgradingexisting technology as well as innovating for cost eduction and quality improvements.


• Foreign Exchange earnings - Rs. NIL
Foreign Exchange outgo - Rs. NIL


During the year there were no employees within the organization who were in receiptof remuneration exceeding Rs. 6000000/- p.a. or if employed for part of the year drawingremuneration in excess of Rs. 500000/- p.m as prescribed.


The Risk management policy of the company has been discussed in detail in theManagement Discussion & Analysis Report which forms part of this directors' reportattached with annual report.


The details under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as follows.

. Name of Director Remuneration (Rs. In Lakhs) % increase in FY 2014-15 Comparison of Remuneration of KMP against performance of the company
1 Ompraksh L Jain 720000 Nil

Net profit has decreased by 1.10% during FY 2014-15.

2 RavindraO Jain 480000 Nil
3 Kasturi R Jain 480000 Nil


Market Capitalization of Company As on 31 March 2015 - Rs. 304.41 Lacs
Price Earnings Ratio As on 31 March 2015 - (0.57)
Percentage Increase (Decrease) in Market Price of shares with at rate at which company came up with last public offer. As on 31 March 2015 - Rs. (4.36)
Relationship between Increase in Remuneration and Companies Performance Remuneration of employees have been increased by Rs. 2.00 Lacs and net profit of company has been increased by 0.34% .
Comparison of Remuneration of Key Managerial Personnel with Performance of Company There is no variable component in remuneration of any director.
Average Percentage Increase in salaries of managerial personnel & Managerial Personnel NIL
Average Percentage Increase in salaries of employees other than managerial personnel & Managerial Personnel There is 8% to 10% Increase in salaries of employees other than managerial personnel.
Key Parameter for variable component of remuneration availed by the director There is no variable component in remuneration of any director
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable

There is no employee who receives remuneration in excess of highest paid director.

The Board hereby confirms that remuneration paid to all managerial personnel is inaccordance with the remuneration policy of the company.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.


All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.


The Company has generally implemented the procedure and adopted practices in conformitywith the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreementwith the Stock Exchanges. The Management Discussion & Analysis and CorporateGovernance Report are made a part of the Annual Report. A Certificate from the PracticingCompany Secretaries regarding compliance of the conditions of the Corporate Governance isgiven in annexure which is attached hereto and forms part of Directors' Report.


During the year the company had conducted total 7 board meetings. Notice for them weregiven properly and due quorum was present at above meetings. The date of meetings are24/05/201407/07/2014.28/07/201417/10/2014.25/ 12/201431/01/2015 and 31/03/2015


The Board has formed nomination and remuneration committee as required under section178(1) of Companies Act 2013 The company has disclosed policies as required under 178(3) of Companies Act in its Corporate Governance Statement forming part of directors'report.


The Board has constituted Audit Committee as required under section 177(1) of CompaniesAct 2013 The Composition of the same has been disclosed in Corporate Governance reportforming part of directors’ report. During the year the Board has agreed to allrecommendations of the audit committee.


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

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

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4 Neither the Managing Director nor the Whole-time Directors of the Company receive anyremuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.


The vigil mechanism has been disclosed in detail in corporate governance policy of thecompany which forms part of Annual Report.


Your Directors take this opportunity to acknowledge with gratitude for the trustreposed in the Company by the Shareholders. Investors and Readers/Customers. Corporationsand Government Authorities. Directors of your Company specifically express their gratitudeto the Bankers which has extended their full support to the Company. Further YourDirectors also keenly appreciate the dedication & commitment of the Employees of theCompany.

For and on behalf of the Board
Place: Ahmedabad (Omprakash L Jain) (Ravindra O Jain)
Date: 23/07/2015 Managing Director Director
DIN N0:00171365 DIN NO: 00412684

Annexure to Directors’ Report

Annexure -1 -

Form No MR 3

Secretarial Audit Report


[Pursuant To Section 204(1) Of The Companies Act 2013 And Rule No. 9 Of The Companies(Appointment And

Remuneration Personnel) Rules 2014]


The Members


411 Sakar - II Ellisbridge

Ashram Road Ahmedabad - 380006

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Citizen Infoline Limited(CIN: L67120GJ1994PLC023561) (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod ended on 31.03.2015 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance- mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Citizen Infoline Limited (CIN: L67120GJ1994PLC023561) ("TheCompany") for the period ended on 31.03.2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the Rules made thereunder

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and theRules made thereunder

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings - Not Applicable

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India

Act 1992 (‘SEBI Act’) to the extent applicable to the Company :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 - Not Applicable;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 - Not Applicable;

(e) The Securities and Exchange Board of India (Issue and listing of Debt Securities)Regulations 2008- Not Applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Not Applicable; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 - Not Applicable.

(i) The other laws as may be applicable specifically to the Company if any.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the Company during the audit period)

(ii) The Listing Agreements entered into by the Company with the Stock Exchange;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards. Listing Agreements etc mentioned above.

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent DirectorsThe changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views if anyare captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period there were no specific events/actionshaving a major bearing on the Company's affairs in pursuance of the above referred lawsrules regulations guidelines standards etc.

I further report that during the audit period the Company has not passed any SpecialResolution which is having a major bearing on the Company's affairs in pursuance of theabove referred laws rules regulations guidelines standards etc.

ACS: 32833
No.: 12187


Nomination and Remuneration Policy

1 Introduction

In terms of Section 178 of the Companies Act 2013 and the Listing Agreement enteredinto by the Company with Stock Exchanges as amended from time to time this policy onnomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement and other employees of the Company has been formulated by the Nomination andRemuneration Committee of the Company and approved by the Board of Directors on 25 May2014.. This policy shall act as a guideline for determining inter-alia qualificationspositive attributes and independence of a Director matters relating to the remunerationappointment removal and evaluation of performance of the Directors Key ManagerialPersonnel and Senior Management.

2 Objective

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement. The Key Objectives of the Committee would be:

a) To recommend to the Board appointment and removal of Directors Key ManagerialPersonnel and Senior Management in accordance with criteria laid down.

b) To recommend to the Board a policy including following:

(i) Determining qualifications positive attributes and independence of a director;

(ii) Remuneration for the Directors Key Managerial Personnel and Senior Management;

(iii) Remuneration is reasonable and sufficient to attract retain and motivatedirectors of the quality required to run the company successfully;

(iv) Relationship of remuneration to performance is dear and meets appropriateperformance benchmarks; and

(v) Remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals

(vi) Performance evaluation of Independent Directors and the Board.

(vii) Board diversity

3 Definitions

"Act" means Companies Act 2013 and rules thereunder.

"Board" means Board of Directors of the Company. "Committee" meansNomination and Remuneration Committee of the Company as constituted or reconstituted bythe Board. Company-’ means Citizen Infoline Limited

"Independent Director" means a Director of the Company not being in wholetime employment and who is neither a promoter nor belongs to the promoter group of theCompany and who satisfies the criteria for independence as prescribed under Section 149 ofthe Companies Act 2013 and the Listing Agreement with the stock exchanges.

"Key Managerial Personnel" means Key managerial personnel as defined underthe Companies Act 2013 and includes: i Managing Director or Executive Director or ChiefExecutive Officer or Manager ii. Whole-time Director: iii. Company Secretary; iv. ChiefFinancial Officer and v. Such other officer as may be prescribed Annual Report 2014-15.

"Policy" means Nomination and Remuneration Policy.

Senior Management" means personnel of the Company who are members of its coremanagement team (Internal Board) excluding the Board of Directors.

4. Functions of Committee

The Nomination and Remuneration Committee shall inter-alia perform the followingfunctions:

a) Identify persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal.

b) To recommend to the Board a policy for following:

(i) Determining qualifications positive attributes and independence of a director;

(ii) Remuneration for the Directors Key Managerial Personnel and Senior Management;

(iii) Remuneration is reasonable and sufficient to attract retain and motivatedirectors of the quality required to run the company successfully;

(iv) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(v) Remuneration to directors. Key Managerial Personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

(vi) Performance evaluation of Independent Directors and the Board.

(vii) Board diversity.

The Chairperson of the Nomination and Remuneration Committee or in his absence anyother member of the committee authorised by the Chairperson in this behalf shall attendthe general meetings of the company. Provided that Nomination and Remuneration Committeeshall set up mechanism to carry out its functions and is further authorized to delegateany / all of its powers to any of the Directors and / or officers of the Company asdeemed necessary for proper and expeditious execution.

5. Membership

(i) The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent.

(ii) The quorum shall be either two members or one third of the members of theCommittee whichever is higher.

(iii) Membership of the Committee shall be disclosed in the Annual Report iv. Term ofthe Committee shall be continued unless terminated by the Board of Directors.

6. Chairperson

(i) Chairperson of the Committee shall be an Independent Director.

(ii) Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

(iii) In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

7. Frequency of Meeting

The meeting of the Committee shall be held at such regular intervals as may berequired.

8. Secretary

The Company Secretary of the Company shall act as Secretary of the Committee.

9. Minutes of Committee

Meeting Proceedings of all meetings shall be minuted and signed by the Chairman of theCommittee at the subsequent meeting. Minutes of the Committee meetings will be tabled atthe subsequent Board and Committee meetings.

10. Policy for appointment and removal of Director KMP and Senior Management

(A) Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

c) The Committee shall devise a policy on Board diversity after reviewing thestructure size and composition (including the skills knowledge and experience) of theBoard which will facilitate the Committee to recommend on any proposed changes to theBoard to complement the Company's corporate strategy.

(B) Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director. KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

(C) Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

11. Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

(A) General:

a) The remuneration / compensation / commission etc. shall be subject to the prior/postapproval of the shareholders of the Company and Centra! Government wherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the provisions of theAct.

c) Term / Tenure of the Directors shall be as per company's policy and subject to theprovisions of the Act.

(B) Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board. The breakup of the pay scale andquantum of perquisites including employer s contribution to P.F pension scheme medicalexpenses club fees etc. shall be decided and approved by the Board/the Person authorizedby the Board and approved by the shareholders and Central Government wherever required

b) Minimum Remuneration:

If. in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government. Annual Report 2014-15

(C) Remuneration to Non-Executive / Independent Director a) Remuneration/Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall be decided by the Board and subject to the limit as provided in the Act.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act. 12. Amendments This Policy may be amended by the board at any timeand is subject to (i) amendments to the Companies Act 2013 (the Act 2013) and (ii)further guidelines and enactments by the SEBI including Listing Agreement.

12. Amendments

This Policy may be amended by the board at any time and is subject to (i) amendments tothe Companies Act 2013 (the Act 2013) and (ii) further guidelines and enactments by theSEBI including Listing Agreement.