You are here » Home » Companies » Company Overview » Citizen Infoline Ltd

Citizen Infoline Ltd.

BSE: 538786 Sector: Financials
NSE: N.A. ISIN Code: INE473L01018
BSE LIVE 14:08 | 17 Feb 4.43 -0.23
(-4.94%)
OPEN

4.43

HIGH

4.43

LOW

4.43

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.43
PREVIOUS CLOSE 4.66
VOLUME 1
52-Week high 8.70
52-Week low 3.70
P/E
Mkt Cap.(Rs cr) 2.39
Buy Price 4.43
Buy Qty 999.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.43
CLOSE 4.66
VOLUME 1
52-Week high 8.70
52-Week low 3.70
P/E
Mkt Cap.(Rs cr) 2.39
Buy Price 4.43
Buy Qty 999.00
Sell Price 0.00
Sell Qty 0.00

Citizen Infoline Ltd. (CITIZENINFOLINE) - Director Report

Company director report

To

The Members Citizen Infoline Ltd.

Your Directors have great pleasure in presenting the 22nd ANNUAL REPORT andthe Audited Statement of Accounts of the Comoanv for the vear ended on 31 stMarch. 2016

• FINANCIAL RESULTS:- Figures in Lacs Figures in Lacs
Particulars Amount for 2015-16 Amount for 2014-15
Total Income 377.64 497.53
Total Expenditure (368.18) (446.27)
Profit Before Depreciation Non Cash Expenses &Tax 9.46 51.26
Less: Depreciation & Other Non Cash Expenses (31.52) (33.08)
Profit Before Tax (22.06) 18.18
Less: Provision for Taxes 0.00 (8.57)
Add: Deferred Tax Asset/Liabilities (0.39) 14.19
Less: Income tax Short / Excess Provision of earlier year 0.01 (0.04)
Profit After Tax (21.68) 23.76
Add: Balance Brought Forward from Previous Year 64.59 72.97
Balance Carried to Reserve & Surpluses 42.91 64.59

- PERFORMANCE REVIEW

During the year the company’s turnover is decreased from Rs. 438.13 Lacs to Rs.324.52 Lacs from the previous year. This year there is net Loss Rs. 21.68 Lacs whileprofit in last year was Rs. 23.76 Lacs. Your directors expect better performance infuture.

• DIVIDEND:-

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 termperformance keeping in view the company’s need for capital for its growth plans andthe intent to finance through internal accruals to maximum. Your directors have alwayswished to appreciate the trust and faith of its members by paying them appropriatedividends.

As the Company has incurred Loss during the year Directors of the Company do notrecommend any dividend in the current year.

• PUBLIC DEPOSITS

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

• INSURANCE:

All the existing properties including Building are adequately insured.

• DIRECTORATE:-

Pursuant to the provisions of Companies Act 2013 Mr. Mitesh Jain and Mr. Sandeep Jaindirectors of the Company who retires by rotation and being eligible offer themselves forre-appointment. The Board recommends their reappointment as Directors of the Company.

• AUDITORS:-

M/s. Baheti Bhadada & Associates Chartered Accountants Ahmedabad StatutoryAuditors of the Company have been appointed for the period of five year as the provisionof the Companies Act 2013 appointment has been effected from the commencement of thisAnnual General Meeting untill the Conclusion of 23rd Annual General Meeting. HenceMembers are requested to reconsider the appointment of M/s Baheti Bhadada and AssociatesChartered Accountants as statutory auditor of the company for the period of Five yearstill the conclusion of the 23rd Annual general Meeting. The board has received letter fromthem to the effect that their re-appointment if made will be within limits specifiedjj/s141 (1 )(g) of Companies Act 2013.

nni'iuttu nLruni cu i u-iu I o

• AUDITORS REPORT:

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

- SECRETARIAL AUDIT REPORT

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.

• ABSTRACTS OF ANNUAL RETURN

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.

- DIRECTORS’ RESPONSIBILITY STATEMENT

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 financial 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.

• CONSERVATION OF ENERGY

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

• TECHNOLOGY ABSORPTION:-

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 reduction and quality improvements.

• FOREIGN EXCHANGE EARNINGS AND OUTGO:-

• Foreign Exchange earnings Rs. NIL
" Foreiqn Exchanae outao Rs. NIL

- PARTICULARS OF EMPLOYEES

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. • RISK MANAGEMENTPOLICY

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

- MANAGERIAL REMUNERATION

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

Sr No Name of Director Remuneration (Rs. In Lakhs) % increase in FY 2015-16 Comparison of Remuneration of KMP gainst performance of the company
1 Omprakash L Jain 720000 Nil There is Net Loss during the year
2 RavindraO Jain

480000

Nil

3 Kasturi R Jain 480000 Nil

 

Market Capitalization of Company As on 31 March 2015 - Rs. 304.94 Lakhs
As on 31 March 2016 - Rs. 272.56 Lakhs
Price Earnings Ratio As on 31 March 2015 - (12.84) Negative
As on 31 March 2016 - (12.57) Negative
Percentage Increase (Decrease) in Market Price of shares with at rate at which company came up with last public offer. Market price has been decreased by 49.50% after last public offer.
Number of Permanent employees on Roll of Company 67
Relationship between Increase in Remuneration and Companies Performance Remuneration of employees has not been increased during the year and there is net loss of Rs. 21.68 Lacs.
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 NIL
Average Percentage Increase in salaries of employees other than managerial personnel & Managerial Personnel Average Percentage decrease in Salaries of the employees 26.56% during the current year
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.

INTERNAL FINANCIAL CONTROLS

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. PARTICULARS OF CONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES:

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’slength basis. 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.

CORPORATE GOVERNANCE:-

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.

NUMBER OF BOARD MEETINGS

During the year the company had conducted total 5 board meetings. Notice for them weregiven properly and due quorum was present at above meetings. The dates of meetings are01/04/201522/05/201523/07/2015.31/10/2015 and 29/01/2016.

NOMINATION AND REMUNERATION COMMITTEE

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 ofdirectors’ report.

AUDIT COMMITTEE

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.

- GENERAL

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 receiveany remuneration 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.

- VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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

• ACKNOWLEPGEMENT:-

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.

By the Order of Board of Directors

(Omprakash Cjain)

(Ravindra Jain)

Place: Ahmedabad Managing Director Director
Date:18/07/2016 DIN N0:00171365 DIN NO: 00412684

Annexure-B

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant To Section 204(1) of The Companies Act 2013 and Rule No. 9 of The Companies(Appointment And Remuneration Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

To

The Members

CITIZEN INFOLINE LIMITED CIN: L67120GJ1994PLC023561

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 INFOLINELIMITED (hereinafter called the Company) for the year ended 31sl March2016.

Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/ statutory compliances and expressing my opinionthereon.

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 covering the financial year ended on 3151 March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2016 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 made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings - Provisions of Foreign Direct Investment Overseas DirectInvestment and External Commercial Borrowings are not applicable to the Company;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (•SEBI Act’):-

(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 InsiderTrading)Regulations 1992 (upto 14m May 2015) and Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 (effective from 15th May 2015);

VI. Looking to the nature of business of the company and also as informed to me Iherewith report that there are no laws which have specific applicability to the Company.

2. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (SEBI Act) were not applicable to theCompany during the financial year under report due to the reasons mentioned against eachRegulations:

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 - Not applicable as the Company has not issued any sharesduring the year under review;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (effective 28th October 2014) - Notapplicable as the Company has not issued any shares/ options to directors/ employeesunder the said guidelines / regulations during the year under review;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 - Not applicable as the Company has not issued any debt securitieswhich were listed during the year under review;

(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client -Not applicable as the Company is not registered as Registrar to Issue and Share TransferAgent during the year under review;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Not applicable as the Company has not delisted / propose to delist itsequity shares from any Stock Exchange during the year under review; and

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 - Not applicable as the Company has not bought back or propose to buy-back any of itssecurities during the year under review.

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

(i) Secretarial Standards with respect to Meetings of Board of Directors and Committees(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of Indiaand made effective 1 st July 2015).

(ii) The Listing Agreement entered into by the Company with BSE Limited and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 (effective 1stDecember 2015).

4. During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above alongwith followingobservations and events carried out:

OBSERVATIONS:

(a) As per the information and explanations provided by the Company its officersagents and authorised representatives during the conduct of secretarial audit I reportthat the provisions of the Foreign Exchange Management Act 1999 and the Rules andRegulations made thereunder to the extent of:

(i) External Commercial Borrowings were not attracted to the Company under thefinancial year under report;

(ii) Foreign Direct Investment (FDI) were not attracted to the company under thefinancial year under report;]

(iii) Overseas Direct Investment by Residents in Joint Venture / Wholly OwnedSubsidiary abroad were not attracted to the company under the financial year under report.

(iv) As per the information and explanations provided by the company its officersagents and authorised representatives during the conduct of Secretarial Audit I reportthat the Company has not made any GDRs/ADRs or any Commercial Instrument under thefinancial year under report.

(b) 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 referredlaws rules regulations guidelines standards etc.

(c) I further report that the Secretarial Standards on Meetings of the Board ofDirectors and Committees (SS-1) and General Meetings (SS-2) as approved by the CentralGovernment have been issued by the Institute of Company Secretaries of India (ICSI) whichcome into force w.e.f. 1 st July 2015 are being observed by the Company.

(d) During the period under review the Company has generally complied with theprovisions of the Act Rules Regulations Guidelines mentioned hereinabove and there isadequate compliance management system for the purpose of other laws.

5. I further report that;

(i) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors and a WomanDirector. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members’ views ifany are capturec^f^TSb^q^d as part of the minutes.

6. i have relied on the information and representation made by the Company and itsOfficers for systems and mechanism formed by the Company for compliances under otherapplicable Acts Laws and Regulations to the Company.

7. I further report that there are adequate systems and processes in the Company withthe size and operation of the Company to monitor and ensure compliance with applicablelaws rules regulations and guidelines standards etc.

PLACE : AHMEDABAD CHOPRA NAYNA PARASMALJI PRACTISING COMPANY SECRETARY
Date: 28.05.2016 ACS: 32833
C.P.No.: 12187

Please note that the Secretarial Audit report is to be read with my letter of even dateattached as Annexure A to the report and letter also forms the integral part of report.

ANNEXUREA

To

The Members

CITIZEN INFOLINE LIMITED CIN: L67120GJ1994PLC023561

411 Sakar - II Ellisbridge Ashram Road Ahmedabad - 380006.

Dear Sir

My Secretarial Audit Report of even date for the Financial Year ended on 31 st March2016 is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have relied on the representations made by the Company and its officers forsystems and mechanisms formed by the Company for compliances under other laws andregulations applicable to the Company and verification of documents and records procedureson test check basis.

4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

PLACE : AHMEDABAD DATE: 28.05.2016 CHOPRA NAYNA PARASMALJI
PRACTISING COMPANY SECRETARY ACS: 32833
C.P.No.: 12187

ANNEXURE-2

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 running 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 involvesabalance between fixed and incentive pay reflecting short and long-termperformanceobjectives 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"means Nomination and Remuneration Committee of the Company as constituted orreconstituted by the Board. "Company" means Citizen Infoline Limited.

"Independent Director" means a Director of the Company not being inwhole time employment and who is neither a promoter nor belongs to the promoter group ofthe Company and who satisfies the criteria for independence as prescribed under Section149 of the Companies Act 2013 and the Listing Agreement with the stock exchanges.

"Key Managerial Personnel" means Key managerial personnel as definedunder the Companies Act 2013 and includes: i. Managing Director or Executive Director orChief Executive Officer or Manager ii. Whole-time Director; iii. Company Secretary; iv.Chief Financial Officer and v. Such other officer as may be prescribed.

"Policy" means Nomination and Remuneration Policy.

"Senior Management" means personnel of the Company who are members of itscore management 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 independentA

(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 minutes 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 Central 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 tothe provisions 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 PF pension schememedical expenses club fees etc. shall be decided and approved by the Board/the Personauthorized by the Board and approved by the shareholders and Central Government whereverrequired.

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.

(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.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2016

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014J

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L67120GJ1994PLC023561
ii) Registration Date: 14/11/1994
iii) Name of the company : CITIZEN INFOLINE LIMITED
iv) Category/Sub-Category of the Company :Public Company/Limited by shares
v) Address of the registered office and contact details:

 

Address 411 SAKAR - II ELLISBRIDGE ASHRAM ROAD AHMEDABAD - 380006
AHMEDABAD LOCAL
GUJARAT
380006
INDIA
Telephone With STD 079-26585555
Fax Number
vi) Whether listed company : Yes

vii) Name Address and Contact details of Registrar and Transfer Agents if any :

Name of Registrar & Transfer Agents LINK INTIME INDIA PRIVATE LIMITED
Address 303 SHOPPERS PLAZA V 3RD FLOOR CG ROAD OPP. MUNICIPAL MARKET NAVRANGPURA
AHMEDABAD
380009
GUJARAT
Telephone With STD 079-26465179
Fax Number

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

SI. No. Name and Description of main products/services

NIC Code of the % to total turnover of the Product/ service company

1 SERVICES SECTOR- YELLOW PAGES DIRECTORY 222 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-

S. No. Name and Address of the Company CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% of shares held

Applicable

Section

NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total

% of Total Share

Demat Physical Total % of Total Shares
A. Promoter(s)
(1) Indian
a) Individual/ HUF 3063200 0 3063200 0 3063200 0 3063200 0 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) Slate Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(1) 3063200 0 3063200 0 3063200 0 3063200 0 0
(2) Foreign
a) NRIs-Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Sub-Total (A) (2) 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A)=(A)(1)+(A)(2) 3063200 0 3063200 0 3063200 0 3063200 0 0
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 21500 21500 0 0 21500 21500 0 0
b) Banks / FI 0 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FHs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):-

0

21500

21500

0

0

21500

21500

0

0

2. Non-Institutions
a) Bodies Corp.
i) Indian 12851 105300 118151 0 10701 105100 115801 0 0
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 280983 1617200 1898183 0 315851 1510500 1826351 0 0
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 147000 115900 262900 0 265747 56000 321747 0 0
c) Others (specify) 1166 32200 33366 0 16501 32200 48701 0 0
Sub-total (B)(2):- 442000 1870600 2312600 0 608800 1703800 2312600 0 0
Total Public Shareholding (B)=(B)(1)+(B)(2) 442000 1892100 2334100 0 608800 1725300 2334100 0 0
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 3505200 1892100 5397300 0 3672000 1725300 5397300 0 0

(ii) Shareholding of Promoters

SI. No. Shareholder's Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

%of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

% change in share holding during the year

1 OMPRAKASH LALCHAND JAIN 776200

14.38

0

776200

14.38

0

0

2 RAVINDRA O JAIN 671000

12.43

0

671000

12.43

0

0

3 UGMADEVI 0 JAIN

702500

13.02

0

702500

13.02

0

0
4 DHANPATRAJ L JAIN

300000

5.56

0

300000

5.56

0

0
5 KASTURI R JAIN

242600

4.5

0

242600

4.5

0

0
6 HARSH O JAIN

70900

1.31

0

70900

1.31

0

0

7 SANGITA D JAIN

300000

5.56

0

300000

5.56

0

0
Total Amount:-

3063200

56.76

0

3063200

56.76

0

o

(iii). Change in Promoters' Shareholding (please specify if there is no change)

SI. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

(iv). Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders ofGDRs and ADRs):

SI.

No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company

(v). Shareholding of Directors and Key Managerial Personnel:

SI. No.

Shareholding at the beginning of the year

%Cumulative Shareholding during the year

For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
1 KASTURI RAVINDRA JAIN
At Beginning of Year 242600 4.5 242600 4.5
At the End of the year 242600 4.5 242600 4.5
2 RAVINDRA OMPRAKASH JAIN
At Beginning of Year 671000 12.43 671000 12.43
At the End of the year 671000 12.43 671000 12.43
3 MITESH A JAIN
At Beginning of Year 0 0 0 0
At the End of the year 0 0 0 0
4 VIKAS HEMENDRAKUMAR JIRAWALA
At Beginning of Year 0 0 0 0
At the End of the year 0 0 0 0
5 HARSH OMPRAKASH JAIN
At Beginning of Year 70900 1.31 70900 1.31
At the End of the year 70900 1.31 70900 1.31
6 SANDEEP MOTILAL JAIN
At Beginning of Year 0 0 0 0
At the End of the year 0 0 0 0
7 OMPRAKASH LALCHAND JAIN
At Beginning of Year 776200 14.38 776200 14.38
At the End of the year 776200 14.38 776200 14.38
8 PUKHRAJ KUNDANLAL VAID
At Beginning of Year 0 0 0 0
At the End of the year 0 0 0 0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposit

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year
i) Principal Amount 0

0

0

0

ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 0

0

0

0

Change in Indebtedness during the financial year
Addition 937683

0

0

937683

Reduction 0

0

0

0

Net Change 937683

0

0

937683

Indebtedness at the end of the financial year
i) Principal Amount

937683

0

0

937683
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

937683

0

0

937683

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Manging Director Whole-time Directors and/or Manager:

S. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
OMPRAKASH LALCHAND JAIN

RAVINDRA JAIN

KASTURI JAIN
1. Gross salary 720000 480000 480000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission - as % of profit 0 0 0
- others specify...
-Other Commission 0 0

~Q~

5. Others please specify 0 0 0
Total (A) 720000 480000 480000
Ceiling as per the Act

B. Remuneration to other directors:

S. No. Particulars of Remuneration

Name of Directors

Total Amount
MITESH A JAIN VIKAS HEMENDRAKUMAR JIRAWALA HARSH OMPRAKASH JAIN SANDEEP MOTILAL JAIN
1. Independent Directors 0 0 0
• Fee for attending board committee meetings
• Commission 0 0 0
• Others please specify 0 0 0
Total (1) 0 0 0
2. Other Non-Executive Directors
• Fee for attending board committee meetings
• Commission 0
• Others please specify 0
Total (2) 0
Total (B) = (1+2) 0 0 0 0
Total Managerial Remuneration 0 0 0 0
Overall Ceiling as per the Act 0 0 0 0

 

S. No. Particulars of Remuneration

Name of Directors

Total Amount
PUKHRAJ KUNDANLAL VAID
1. Independent Directors 0
• Fee for attending board committee meetings
• Commission 0
• Others please specify 0
Total (1) 0
2. Other Non-Executive Directors
• Fee for attending board committee meetings
• Commission
• Others please specify
Total (2)
Total (B) = (1+2) 0
Total Managerial Remuneration 0
Overall Ceiling as per the Act 0

 

S. No. Particulars of Remuneration

Name of Directors

Total Amount
1. Independent Directors NIL
• Fee for attending board committee meetings
• Commission
• Others please specify
Total (1)
2. Other Non-Executive Directors
• Fee for attending board committee meetings
• Commission
• Others please specify
Total (2)
Total (B) = (1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAP MD/MANAGER/WTD

S. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1. Gross salary 74500 186507
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0
2. Stock Option 0 0
3. Sweat Equity 0 0
4. Commission - as % of profit 0 0
- others specify
-Other Commission 0 0
5. Others please specify 0 0
Total 74500 186507

XII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty NA
B. DIRECTORS
Penalty NA
C. OTHER OFFICERS IN DEFAULT
Penalty NA

Statement of Formal Evaluation

As Required u/s 134 (3) (p) of Companies Act 2013 (Rating Scale - Excellent VeryGood Good Satisfactory and Fair) fa) Evaluation of Performance of Board and Itscommittee

Criteria Board of Directors Audit Committee Shareholder's Grievance Committee Nomination & Remuneration Committee
Structure Very Good Very Good Very Good Very Good
Diversity (Experience Knowledge Expertise Gender Etc)
Appropriate Number of Total Directors & Independent members Very Good Very Good Very Good Very Good
Adequate Set of Committees Good Good Good Good
Frequencies of Board Meetings Good Good Good Good
Dynamics & Functioning
Back notes prepared in advance and communicated Good Good Good Good
Sufficient Time Spent of Strategic Discussions Very Good Very Good Very Good Very Good
Open Communication and meaningful participation during meetings Very Good Very Good Very Good Very Good
Interactions with CFO and Other Executive Officers Very Good Good Good Good
Preparation of Annual Action Plan Satisfactory Satisfactory Satisfactory Satisfactory
Prompt recording and distribution of minutes Good Good Good Good
Monitoring Role
Implementation of Key Decisions Good Good Good Good
Tracking of Executive Performance Good Good Satisfactory Satisfactory
Ensure Risk policy and its monitoring Good Good Good Good
Monitoring Internal Audit and Efficacy of Internal Control Very Good Very Good Good Good
Overall Good Good Good Good

(b) Evaluation of performance of individual board members.

Criteria OM PRAKASH L JAIN HARSH 0 JAIN KASTURI R JAIN

RAVINDRA 0 JAIN

PUKHRAJ K VED

VIKASH JAIN MITESH A JAIN SANDEEP M JAIN
Participation and attendance in Board and Committee Meetings actively and consistently Very Good Excellent Satisfactory Very Good Good Good Good Good
Prepares adequately for Board and Committee Meetings Excellent Very Good Good Very Good Good Good Good Good
Contributes to strategy and other areas impacting company’s performance Excellent Good Excellent Very Good Good Good Good Good
Brings his/her experience and credibility to bear on the critical areas of performance of the organization Very Good Very Good Very Good Very Good Good Very Good Good Good
Keeps updated knowledge of his/her areas of expertise and other important areas Excellent Excellent Good Very Good Good Good Good Good
Communicates in open and constructive manner Very Good Good Good Very Good Good Good Good Good
Gives fair chance to other members to contribute participates actively in the discussions and is consensus oriented Excellent Very Good Very Good Very Good Good Very Good Good Good
Helps to create brand image of the Company and helps the company wherever possible to resolve issues if any Excellent Excellent Good Very Good Good Good Good Good
Actively contributes toward positive growth of the Company Excellent Excellent Very Good Very Good Good Very Good Good Good
Conduct himself /herself in a manner that is ethical and consistent with the laws of the land Excellent Excellent Very Good Very Good Good Very Good Good Good
Overall Ratines Excellent Excellent Good Very Good Good Good Good Good