City Online Services Ltd.
|BSE: 538674||Sector: Others|
|NSE: N.A.||ISIN Code: INE158C01014|
|BSE LIVE 14:01 | 25 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 538674||Sector: Others|
|NSE: N.A.||ISIN Code: INE158C01014|
|BSE LIVE 14:01 | 25 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 16th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.
1. Financial summary or hiahliahts/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
Your company has started Digital Head end division your company is importingcomponents and assembling and integrating it in Hyderabad so far your company hassuccessfully executed seven head end in Andhra Pradesh as many more orders are inpipeline as Government of India has passed a bill in parliament for converting cable TVinto digital format in our country by end of 2015 your company has geared up to meet thedemand in this segment. Your company is also planning to enter into Revenue sharing withestablished MSO s in small towns by using their infrastructure your company wants to givedigital TV and internet to end users in one fiber using GPON technology this will ensurethe company long term returns
Your company has entered into providing of triple play services in gated communities asof now your company has successfully implemented this service in nine gated communitiesthe revenue from this sector is very encouraging hence your company is targeting anotherten complexes in this finical year i. e 10000 households.
All this factors have helped your company to increase its turnover by more than 50%compared to last year this trend will continue this year also and the Board of Directorsis confident that your company will show more than 100% growth in finical year 2014-2015.
The company has not declared any Dividend during the Financial Year.
Since the company has not declared the dividend during the financial year transfer ofamount from profits to reserves does not arise.
5. Directors and Key Managerial Personnel
Mr. S. Raghava Rao and Mr. R. Krishna Mohan Directors retire by rotation at theforthcoming Annual General Meeting and being eligible offer themselves for reappointment.
During the year Mr. V. Satyanarayana Mr. Thomos P. Nicodamus Mr. M. Nageswara Raoand Mr. Kanuri Arun Prasad have been appointed as Independent Directors for term of 5years from 01st October 2014. Further Mrs. S. Naga Durga has been appointed asDirector of the Company w. e. f. 29th September 2014.
6. Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as Annexure IV.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings and six Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
8. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
9. Declaration by an Independent Directors') and re- appointment if any
A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013shall be enclosed as Annexure VI.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.
10. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
11. Details of Subsidiarv/3oint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-V
Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered Office of the Company. The Company will alsomake available copy thereof upon specific request by any Member of the Company interestedin obtaining the same. Further pursuant to Accounting Standard AS-21 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company in this Annual Report include the financial information of its subsidiary.
The Auditors M/s Seshachalam & Co Chartered Accountants Secunderabad retire atthe ensuing Annual General Meeting and being eligible offer themselves for reappointmentfor a period of 4 Years from the conclusion of this Annual General Meeting [AGM] until theconclusion of Fourth Annual General Meeting to be held after this meeting.
13. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
14. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. VCSR &Associates Company Secretaries have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure VII to this report. Thereport is self-explanatory and do not call for any further comments.
15. Internal Audit & Controls
The Company continues to engage M/s. D. Rambabu & Co Chartered AccountantsHyderabad as its Internal Auditors. During the year the Company continued to implementsuggestions and recommendations made by Internal Auditors to improve the controlenvironment. The scope of work includes review of processes for safeguarding the assets ofthe Company review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.
16. ?? Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww. cityonlines. com under investors/policy documents/Vigil Mechanism Policy link.
17. Risk management policy
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
18. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.
19. Material changes and commitments if anv. affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
Material changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.
20. Details of significant and material orders passed bv the regulators or courts ortribunals impacting the going concern status and company's operations in future
21. Details in respect of adeouacv of internal financial controls with reference to theFinancial Statements. (Applicable to Listed Company)
The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.
23. Particulars of loans guarantees or investments under section 186 Details of Loans:
Details of Investments: -
Details of Guarantee / Security Provided: Not Applicable
24. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. As Annexure III (Format enclosed).
25. Coroorate Governance Certificate (Applicable to Listed Companies)
The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Clause 49 ofthe Listing agreement shall be annexed with the report.
26. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2015.
27. STATUTORY DISCLOSURES
In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report.However as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32of the Listing Agreement the Annual Report excluding the aforesaid information is beingsent to all the members of the Company and others entitled thereto. Any member interestedin obtaining such particulars may write to the Company at the registered office of theCompany.
28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
29. Conservation of energy technology absorption and foreion exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(a) Conservation of energy: Not Applicable
(b) Technology absorption: Not Applicable
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange used was Rs. 1 94 69187/- and the total foreign exchange earned was Rs. 10 60 496/-.
30. Human Resources
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
31. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(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.
32. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 toBSE where the Company's Shares are listed.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
Annexure - II
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe
Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions at Arm's length basis.
Annexure - III
Statement of Particulars of employees pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
All appointments are / were non-contractual
Remuneration as shown above comprises of Salary Leave Salary Bonus Gratuitywhere paid Leave Travel Assistance Medical Benefit House Rent Allowance Perquisitesand Company's Contribution to Provident Fund and Superannuation Fund. Remuneration on Cashbasis
None of the above employees is related to any Director of the Company employedfor part of the financial year.
Annexure - IV
STATEMENT PURSUANT TO SECTION 212 (8) OF THE COMPANIES ACT 1956 RELATING TO SUBSIDIARYCOMPANY
In accordance with the General Circular No: 2/2011 dated 8February 2011 issued by the Ministry of Corporate Affairs Government of India theBalance Sheet the Statement of Profit and Loss and other documents of the subsidiary arenot being attached with the Annual Accounts of the Company. This Annual Report containsConsolidated Financial Statement of the Company and its subsidiary in accordance with therelevant Accounting Standards and the same has been duly audited by Statutory Auditors.The annual Accounts of the subsidiary company and related information will be madeavailable to the shareholders of the Company and its subsidiary company on request andwill also be kept open for inspection by the shareholders at the Registered Office of theCompany and the subsidiary.
DECLARATION OF INDEPENDENCE
29th May 2015 To
The Board of Directors
CITY ONLINE SERVICES LIMITED
701 7th Floor Aditya Trade
Sub: Declaration of independence under clause 49 of the Listing Agreement andsub-section f6^ of section 149 of the Companies Act. 2013.
I Mr. V. Satyanarayana hereby certify that I am a Non-executive Independent Directorof CITY ONLINE SERVICES LIMITED Hyderabad and comply with all the criteria of independentdirector as envisaged in Clause 49 of the Listing Agreement and the Companies Act 2013.
I certify that:
I possess relevant expertise and experience to be an independent director in theCompany;
I am/was not a promoter of the company or its holding subsidiary or associatecompany;
I am not related to promoters / directors /persons occupying management position at the board level or level below the boardin the company its holding subsidiary or associate company;
Apart from receiving director sitting fees / remunerationI have/had no pecuniary relationship / transactions with thecompany its promoters its directors its senior management or its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial;
none of my relatives has or had any pecuniary relationship or transaction withthe company its holding subsidiary or associate company or their promoters ordirectors amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs orsuch higher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;
Neither me nor any of my relatives:
a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year;
b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year of;
a. a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
b. any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;
c) holds together with my relatives 2% or more of the total voting power of thecompany; or
d) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or
I am not a material supplier service provider or customer or a lessor or lesseeof the company;
I am not less than 21 years of age.
I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship / transactions whether material or non-material. If Ifail to do so I shall cease to be an independent director from the date of entering in tosuch relationship / transactions.
Further I do hereby declare and confirm that the above said information's are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Company its directors if the same found wrong or incorrect in future.
I further undertake to intimate immediately upon changes if any to the Company forupdating of the same.
V. Satyanarayana DIN: 03267751
Complete Address with Phone / Mobile No. email PIN Flat No.201 Phase ii A. K. Enclave
Road No. 3 Banjara Hills
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015
CITY ONLINE SERVICES LIMITED Hyderabad
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CITY ONLINE SERVICES LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the CITY ONLINE SERVICES LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March2015 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by CITY ONLINE SERVICES LIMITED ("the Company") for thefinancial year ended on 31st March 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 the rules madethereunder;
(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;
(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 Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(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; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
We have also examined compliance with the applicable clauses of the following:
(i) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s)if applicable;
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried 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 are capturedand recorded as part of the minutes.
We 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.
*This report is to be read with our letter of even date which is annexed as' AnnexureA' and forms an
integral part of this report.
CITY ONLINE SERVICES LIMITED 701 7TH FLOOR ADITYA TRADE AMEERPET
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We 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. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we 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. Our examination was limited tothe verification of procedures on test basis.
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.
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