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City Online Services Ltd.

BSE: 538674 Sector: Others
NSE: N.A. ISIN Code: INE158C01014
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VOLUME 3871
52-Week high 7.60
52-Week low 2.83
P/E 48.57
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.68
CLOSE 0.00
VOLUME 3871
52-Week high 7.60
52-Week low 2.83
P/E 48.57
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

City Online Services Ltd. (CITYONLINESER) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting their 17th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company. (IN LAKHS)

Particulars 2015-2016 2014-15
Gross Income 1319.94 1434.01
Profit Before Interest and Depreciation 46.76 (118.97)
Finance Charges 17.81 14.30
Gross Profit 28.95 (113.27)
Provision for Depreciation 52.56 144.85
Net Profit / (Loss) Before Tax (23.62) (133.27)
Provision for Tax (28.69) (25.14)
Net Profit After Tax (Loss) (52.31) (108.13)
Balance of Profit / brought forward (loss) (52.31) (108.13)
Balance available for appropriation 0.00 0.00
Proposed Dividend on Equity Shares 0.00 0.00
Tax on proposed Dividend 0.00 0.00
Transfer to General Reserve 0.00 0.00
Surplus(loss) carried to Balance (52.31) (108.13)
Sheet

2. Performance:

Your company has extended its presence in the entire state of Andhra Pradesh Telanganaand in about 20 towns of Karnataka and is in the processes of entering in more smallplaces in these states which has resulted in increase of revenue by the end of 2016-2017your company will have total presence in these states . Your company has entered intoproviding of triple play services in gated communities as of now your company hassuccessfully implemented this service in twenty one gated communities the revenue fromthis sector is very encouraging hence your company is targeting another ten complexes inthis finical year i.e 10000 households. All this factors have helped your company toincrease its turnover and the Board of Directors is confident that your company will showmore than 100% growth in finical year 2016-2017.

3. Dividend

The company has not declared any Dividend during the Financial Year.

4. Reserves

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

Mrs. S. Naga Durga and Mr. Ch. Harinath Directors retire by rotation at the forthcomingAnnual General Meeting and being eligible offer themselves for reappointment.

a) In accordance with the provisions of Companies Act 2013 Mr S. Raghava RaoChairman cum Managing Director of the Company is hereby reappointed as Chairman cumManaging Director of the company for a period of three years w.e.f. 01st September 2016.

b) In accordance with the provisions of Companies Act 2013 Mr. R. Krishna MohanDirector (Finance and Administration) of the Company be and is hereby appointed as ChiefFinancial officerof the Company fora period of three years w.e.f. 01st September 2016.

c) In accordance with the provisions of Companies Act 2013 Mr. Ch. HarinathExecutive Director of the Company would retire by rotation and being eligible offerhimself for re- appoinment.

6. Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as Annexure I.

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five Board Meetings and Five 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 underthe 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 Director(s)and re-appointment if any

Declaration by independent directors The Company has received necessary declarationfrom each independent director under Section 149(7) of the Companies Act 2013 that he /she meets the criteria of independence laid down in Section 149(6) of the Companies Act2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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. Detailsof Subsidiary/Joint 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 isgivenasAnnexure-ll

Further the Annual Accounts and related documents of the subsidiary company shall bekept

open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same. Further pursuant to Accounting Standard AS-21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company in this Annual Report include the financialinformation of its subsidiary.

12. Auditors

The Auditors M/s. Seshachalam & Co Chartered Accountants Secunderabad retire atthe ensuing Annual General Meeting and being eligible; offer themselves for reappointmentfrom the conclusion of this Annual General Meeting [AGM] until the conclusion of ThirdAnnual General Meeting to be held afterthis 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 III 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 implementtheir suggestions and recommendations to improve the control environment. His scope ofwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditor findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

16. Vigil 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 2015 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE IV.

19. Material changes and commitments if any 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 by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

21. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has in place adequate internal financial control commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

The Company has adopted accounting policies which are in line with the AccountingStandards and the Act. These are in accordance with generally accepted accountingprinciples in India. The Company has a robust financial closure certification mechanismfor certifying adherence to various accounting policies accuracy of provisions and otherestimates.

22. 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 V (Format enclosed).

23. Deposits

The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.

24. Corporate Governance Certificate

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.

25. Particulars of loans guarantees or investments under section 186

Details of Loans:

Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
1. 28.01.2 015 City Online Digital Pvt Ltd 234671 4 Business Need On deman d 14.11. 2015 NA Nil Nil

 

Date of investm ent Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
1 18.09.20 15 M/S.City Online Digital Private Limited 100000 Business 18.09.2015 NA NA
2 18.09.20 15 M/s.City Online Media Private Limited 100000 Business 18.09.2015 NA NA

Details of Investments:-

During the year the Company has not made any investments.

Details of Guarantee/Security Provided: Not Applicable

26. Management Discussion And Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report for theyear ended 31st March 2016.

27. 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.

28. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are asfollows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment's

0) the steps taken or impact on conservation of energy

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment's

0) the efforts made towards technology absorption

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof

(iv) the expenditure incurred on Research and Development

a) Conservation of energy

b) Technology absorption

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was Rs. 606260 and the total foreignexchange earned was NIL

29. 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.

For and on behalf of the Board of Directors
Place: Hyderabad S. Raghava Rao
Date: 13.08.2016 Chairman & Managing Director
(DIN-01441612)

30. 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 relatingto 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.

31. Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company's Shares are listed.

32. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

ANNEXURE Content
Particulars of Employee
ii. Details of subsidiary
iii. MR-3 Secretarial Audit Report
iv. Annual Return Extracts in MGT 9
V. AOC 2 - Related Party Transactions disclosure

 

Name Designati on/ Nature of Duties Remunera tion Received [Rs.] Qualificat ion Experien ce in years Age in year s Date of commencem entof employment Last employment held
1 S. Raghava Rao Chairman & Managing Director Rs 155000 P.M B.Tech 31 Years 56 20/07/1999 Managing Director in City Auto Parts Pvt Ltd
2 Ch. Harinath Executive Director Rs 150000 P.M M.Tech 27 years 52 16/07/1999 Self Employed
3 R. Krishna Mohan Executive Director Rs 150000 P.M B.Tech 31 Years 55 01/09/2001 Self Employed

ANNEXURE INDEX

ANNEXURE-1

Statement of Particulars of employees pursuant to the Companies (Appointment andRemuneration of

Managerial Personnel) Rules 2014

Notes:

All appointments are / were non-contractual

Remuneration as shown above comprises of Salary Leave Salary Bonus Gratuity wherepaid Leave Travel Assistance Medical Benefit House Rent Allowance Perquisites andCompany's Contribution to Provident Fund and Superannuation Fund. Remuneration on Cashbasis

None of the above employees is related to any Director of the Company employed for partof the financial year.

(in Kupees)
Name of Subsidiary Company CITY ONLINE DIGITAL PRIVATE LIMITED CITY ONLINE MEDIA PRIVATE LIMITED
Issued & Subscribed Capital 100000 100000
Reserves 93706 (53252)
Total Assets 84.68194 74514
Total Liabilities 8464194 74514
Investments 0 0
Turnover 5134834 0
Profit/( Loss) before Tax (6537) (29447)
Provision for Tax 0 0
Profit/(Loss) After Tax (6537) (29447)
Proposed Dividend 0 0