|BSE: 521210||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE117C01010|
|BSE 14:39 | 19 Jan||Cityman Ltd|
|NSE 05:30 | 01 Jan||Cityman Ltd|
|BSE: 521210||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE117C01010|
|BSE 14:39 | 19 Jan||Cityman Ltd|
|NSE 05:30 | 01 Jan||Cityman Ltd|
Your Directors have pleasure in presenting the Annual Report together with AuditedStatement of Accounts for the year ended 31st March 2017.
YEAR UNDER REVIEW AND FUTURE PLANS
The operations of the company were at a minimum level. The operations of the companyfor the year comprised of only administrative and statutory activities. This is alsoreflected in the accounts.
The Company is still awaiting approvals for its proposed project at Panangad ErnakulamKerala.
Since the Company could not generate any profits your directors do not propose anydividend for the year under review
DIRECTORS AND BOARD MEETING :
Mr. Santhosh Joseph Karimattom and Annamma Joseph retires at the ensuing Annual GeneralMeeting and being eligible offers themselves for reappointment.
The Board/Committee meeting details are given in the Annexure -corporate GovernanceReport which forms part of this report. The management follows the procedure as specifiedin the ACT and LODR for appointment and re appointment of directors . The assessment andappointment of members to the board is based on a combination of criteria that includesethics personal and professional stature domain expertise gender diversity and specificqualification required for the position. A potential board member is also assessed on thebasis of the independence criteria defined in section 149(6) of the Companies Act 2013and regulation 16(1)(b) of the Listing Regulations.
Company has received declarations from each director stating the compliance of criteriaof independence laid down by the Companies Act 2013. Company has complied with theprovisions of the Companies Act 2013 as well as the Listing Agreement regardingevaluation of the Board .The independent Directors are not new to the company and sothere was no need for training even though the company has facility for the same
DIRECTORS RESPONSIBILITY STATEMENT.
Directors hereby affirm that: i) In the preparation of the annual accounts theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures if any.
ii) We have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period. iii) We have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. iv) We have prepared the annual accounts on a going concern basis.v) We have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively. vi) We havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY / SUSTAINABILITY REPORTING
Your Company is fundamentally committed to sustainable business and the managementfully stands for the principles of National Voluntary Guidelines on Social Environmentaland Economic Responsibilities of Business. Since the operations were scanty no suchreporting is being done
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :
Separate notes on Corporate Governance and Management Discussion and Analysis Reportare set out as Annexure- A Certificate from the Auditor of the Company certifyingcompliance conditions of Corporate Governance stipulated as per LODR.
LISTINGAGREEMENTS REQUIREMENTS :
The securities of your company are listed at BSE Limited
BOARD AND COMMITTEE MEETING DETAILS
The relevant details are given in the Corporate Governance report as Annexure - whichforms part of this report
POLICY ON DIRECTOR'S KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
In accordance with section 178(3) of the Companies Act 2013 and LODR and onrecommendations of the nomination governance and compensation committee the boardadopted a remuneration policy for directors key managerial personnel (KMPs) and seniormanagement
But its scope was very limited during the year under review because the company hasonly very limited employees . None of the directors are paid any remuneration . ManagingDirector has waived his remuneration which was approved by the Central Government . KMPsinclude Company Secretary and Chief Financial Officer .
DISCLOSURES RELATED TO EMPLOYEES
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: (1) (i) the ratio of the remuneration of each director to the median remunerationof the employees of the company for the financial year; The Directors are not paid anyremuneration and so the ratio is not applicable
(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;There is no increase in remuneration of CFO and CS and directors are not paid anyremuneration
(iii) the percentage increase in the median remuneration of employees in the financialyear; NIL (iv) the number of permanent employees on the rolls of company : Three
(v) the explanation on the relationship between average increase in remuneration andcompany performance;
NA because there is no increase
(vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;
The performance of the company was very minimum and such a comparison will not give anypurposeful result
(vii) variations in the market capitalization of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe company as at the close of the current financial year and previous financial year;
During the year the share was quoted below the face value and there was no frequentand continuous trading at BSE Limited which resulted in poor market capitalization Thereare no major variations in the market capitalization and price earning at the closing ofthe current financial year and previous financial year . The company offered its shares topubic in the year 1994 and comparison with the price of that age will not serve anypurpose . The company had negative net worth for the last several years and a comparisonon the variations of the net worth also will not give the desired meaning .
(viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; NotApplicable because there was no increase in the remuneration of employees and managerialremuneration
(ix) comparison of the remuneration of each Key Managerial Personnel against theperformance of the company; The performance of the company was on a very low ebb to enablesuch a comparison. The company continued to incur losses . There are only two KeyManagerial personals in the company and their remuneration has not undergone any changesin the year under review
(x) the key parameters for any variable component of remuneration availed by thedirectors ;Not applicable because directors are not paid any remuneration.
(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year; Not applicable because directors are not paid any remuneration.
(xii) We hereby affirm that the remuneration is as per the remuneration policy of thecompany. (2) (a) Name of every employees of the Company who-
(i) If employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees; NIL
(ii) If employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month; NIL
(iii) If employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two per cent of the equity shares of the company. NIL
As per the provisions of Section 139 of the Companies Act 2013the term of office ofM/s. Chandy & Zacheria Chartered Accountants as statutory Auditor of the Companywill conclude from the close of the forthcoming Annual General Meeting of the Company. TheBoard of Directors place on record its appreciation for the services rendered byM/s.Chandy & Zacheria Chartered Accountant as the statutory Auditor of the Company.
Subject to the approval of the members the Board of Directors of the Company hasrecommended NSVM & Associates Chartered Accountants (Registration No.FRN No.010072S)as the Statutory Auditor for the period of 5 years commencing from the conclusion of thisAnnual General Meeting till the conclusion of the thirtieth(30th) AnnualGeneral Meeting of the Company to be held in 2022subject to ratification of theappointment at every AGM if so required under the Act pursuant to Section 139 read withsection 141 of the Companies Act2013.
PARTICULARS OF CONSERVATIONOF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
A. Energy Conservation
C. FOREIGN EXCHANGE EARNINGSAND OUTGO
OTHER DISCLOSURES / INFORMATION
1. Extract of Annual Return relating to Financial Year to which the Boards' Reportrelates attached in format MGT 9.
2. There is no material changes / commitments affecting the financial position of thecompany occurring after the balance sheet date.
3. Company has developed and implemented Risk Management policy commensurate with thesize and operation of the Company.
4. Company has adequate internal financial control mechanism supported with rules andprocedures to be followed for each transactions/events . The Company has appropriateinternal control systems for business processes with regard to its operations financialreporting and compliance with applicable laws and regulations. It has documented policiesand procedures covering financial and operating functions and processes. These policiesand procedures are updated from time to time and compliance is monitored by the internalaudit function as per the audit plan. The Company continues its efforts to align all itsprocesses and controls with best practices.
5. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies( ShareCapital and Debenture )Rules 2014 : NA.
6. No loan / guarantee or financial assistance were given .The company has not made aprovision of money for the purchase of or subscription for shares in the company.
7. Company does not have any subsidiary or associate companies or joint ventures.
8. The rules regarding Corporate Social Responsibility are not applicable to thecompany.
9. During the year the operations of the company were meager. But Vigil Mechanismcommensurate with the size and operations of the Company have been implemented. TheCompany has adopted a policy to provide a formal vigil mechanism to the Directors andemployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The Policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairperson of the Audit Committee. It is affirmed thatno personnel of the Company has been denied access to the Audit Committee.
10. Company has not taken any deposit.
11. There is no change in the nature of business of the Company.
12. No orders were passed by the regulators Courts Tribunals impacting the goingconcern status and Company's operations in future.
13. There are no changes among directors/ Key Managerial personals during the yearunder review . The reappointment of Santhosh Joseph Karimattom as Managing Director ofthe Company was approved by the Central Government.
14. Company has not issued any issued any equity shares with differential rights/ sweatequity/ employee stock options plans.
15. Company has not bought back any shares.
16. Company has not given any loans /guarantees or investments under section 186 of theCompanies Act.
17. There was no related party transactions as per Section 188 of the Act.
18. No cases have been filed under the Sexual Harassment of Women at Workplace(prevention prohibition & Redressel ) Act2013. The Company has zero tolerance forsexual harassment at workplace and has adopted a Policy on Prevention Prohibition andRedressal of Sexual Harassment at the Workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under. The Policy aims to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure. During the year there were no women employees in the Company.
19. Secretarial audit report is given as annexure and forms part of this report.
20. The company has implemented a policy to undertake formal annual evaluation of theperformance of directors / committees and individual directors . Since the activity andperformance of the company was very minimal in all fronts the scope of such evaluationwas very limited . The evaluation is being done as per the LODR.
21. The composition and other details of audit committee is reported in CorporateGovernance Report which is given as annexure and forms part of this report . The Board hasaccepted all the recommendations of the audit committee.
22. The audit report of the company does not contain any adverse qualifications or anycomment on fraud. In Annexure "B" to Independent Auditors Report under point vii(a) it has been observed that interest on Income tax amounting to Rs. 4.96 lakhs ispending for assessment years 1997-98 and 1998-99. We would like to state that the Companyhas represented that the said amount is not due. however the Company has remitted a sum ofRs. 4.00 lakhs as on the date of preparing this report.
23. The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and the ListingRegulations. Since there are very limited KMPS and Directors are not paid any remunerationthe scope of operation and implementation is very limited.
The Board of Directors wish to place on record their appreciation for the co-operationand support received from all.
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 not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement of subsidiaries /associate companies / joint ventures
Part "A": Subsidiaries
(amounts in Rs)
1. Names of subsidiaries which are yet to commence operations: NIL
2. Names of subsidiaries which have been liquidated or sold during the year: NIL
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
1. Names of associates or joint ventures which are yet to commence operations.: NA
2. Names of associates or joint ventures which have been liquidated or sold during theyear.: NA