Your Directors have pleasure in presenting the Annual Report together with AuditedStatement of Accounts for the year ended 31st March 2015
WORKING RESULTS (Amount in Rs)
|Particulars ||31-03-2015 ||31-03-2014 |
|Sales ||23970 ||32400 |
|Profit(Loss) before Tax ||(3362335) ||(3008178) |
|Provision for Tax ||- ||2096325 |
|Profit (loss) after Tax ||(3362335) ||(5104503) |
|Surplus / (loss) Balance brought forward ||(239367640) ||(234186757) |
|Surplus / (loss) Balance carried to || || |
|Balance Sheet ||(242653595) ||(239291260) |
YEAR UNDER REVIEW AND FUTURE PLANS
As already reported last year the Company has purchased a land in Ernakulam. TheCompany intends to develop the land into Villas and apartments. The precedures involvedfor the purpose of such development is in progress. Your Directors are making all effortsto complete the process at the earliest so that the project can be commenced early.
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 retires at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.
Mr. Anup Kumar Mr. Rajendra Patil and Mr. Kandumpully Rajesh are independent directorswho were reappointed as per new Companies Act2013 as independent Directors
Mrs. Annamma Jospeh was appointed as an additional director during the year underreview. Company has received nomination from one of the share holders for herreappointment who is fully qualified to become a director. She is a woman director andbelongs to promoters group
The Board/Committee meeting details are given in the Annexure -corporate GovernanceReport which forms part of this report. The policy for appointment of directors includequalifications experience positive attitudes independence of a director and otherpoints provided in the Section 178 of the Companies Act 2013 .Company has receiveddeclarations from each director stating that he/ she meets the criteria of independencelaid down by the Companies Act 2013. Company has complied with the provisons of theCompanies Act 2013 as well as Clause 49 of the Listing Agreement regarding evaluation ofthe Board .The independent Directors are not new to the company and so there was no needfor 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 the applicable Accounting Standards havebeen followed along with proper explanation relating to 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 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.
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 have devised proper systems to ensure compliance with the provisions of allapplicable laws and that 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" and "B" respectively. A Certificate fromthe Auditor of the Company certifying compliance conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at Bombay Madras and Cochin Stock Exchanges.
BOARD AND COMMITTEE MEETING DETAILS
The relevant details are given in the Corporate Governance report as Annexure - A whichforms part of this report.
POLICY ON DIRECTOR'S KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
The Company has framed a policy on Directors KMPs & other employees appointmentand remuneration. But its scope was very limited during the year under review because thecompany has only very limited employees . None of the directors are paid any remuneration. Managing Director has waived his remuneration which was approved by the CentralGovernment . KMPs include Company Secretary and Chief Financial Officer .
DISCLOSURES RELATED TO EMPLOYEES
(As per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014)
(1) (i) the ratio of the remuneration of each director to the median remuneration ofthe 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(Including CSand CFO)
(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 price was quoted below the face value and trading was bareminimum and the total shares traded at BSE during the 12 months period ended 31-03-2015was 49566 shares which resulted in poor market capitalization of the company. There areno major variations in the market capitalization and price earning at the closing of thecurrent financial year and previous financial year. The highest price quoted for thescript in the year 2014-2015 was Rs.9.75 and lowest price was Rs.4.24 . The companyoffered its shares to pubic in the year 1994 and comparison with the price of that agewill not serve any purpose . The company had negative net worth at the close of 2013-2014and 2014-2015 and a comparison on the variations of the net worth also will not give thedesired 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:
Not Applicable because there was no increase in the remuneration of employees andmanagerial remuneration.
(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 enable such a comparison. Thecompany continued to incur losses . There are only two Key Managerial personals in thecompany and their remuneration has not undergone any changes in 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
Chandy & Zacheria Chartered Accountants Kerala Auditors of the Company were re-appointed at the last AGM as per Companies Act 2013 to hold office up the conclusion ofthe Annual General Meeting to be held in the year 2017 and this appointment which issubject to ratification by the members at the ensuing Annual General Meeting
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A. Energy Conservation
The operations of the Company does not require much energy. Company does not carry outany manufacturing activities . Engery is used only lighting purpose at the office Eventhen steps are taken to the effect that there is no wastage of energy.
B. Technology Absorption: Company during the year review has not used anytechnology and thus this clause is not applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO : NIL
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
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 : Company has not issued any such shares and notapplicable.
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. Disclosure has adequate Vigil Mechanism to commensurate with the size and operationsof the Company . During the year the operations of the company was meager. But VigilMechanism commensurate with the size and operations of the Company have been implemented.
10. Company has not taken any deposit.
11. There is no change in the nature of business of the Company.
12. No Significant and material orders passed by the regulators Courts Tribunalsimpacting the going concern status and Company's operations in future.
13. There are no changes among directors/ Key Managerial personals except theappointment of one woman director .
14. Company has not issued any equity shares with differential rights / sweat equity /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 ) Act 2013
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 Clause -49 of the ListingAgreement.
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 qualifications
The Board of Directors wish to place on record their appreciation for the co-operationand support received from all.
| ||By Order of the Board |
|Place : Bangalore ||Santhosh Joseph Karimattom ||Annamma Joseph |
|Date : 28-07-2015 ||Chairman & Managing Director ||Director |
SECRETARIAL AUDIT REPORT
For The Financial Year Ended March 31 2015
[Pursuant to Section 2049(1) of the Companies Act 2013 and Rule No. 09 of theCompanies (Appointment and Remuneration Personnel) Rules 2014]
The Members Cityman Limited Bangalore
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cityman Limited ( hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided usreasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended on March 31 2015 complied withthe Statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the extent in the manner and subject to the reporting made hereinafter.
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of;
1. The Companies Act 2013 ( the Act) and the rules made there under;
2. The Securities Contracts ( Regulation) Act 1956(SCRA) and the rules made thereunder;
3. The Depositories Act 1996 and the Regulations and Bye-law framed hereunder;
4. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India 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 ( Prohibitionof 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 ShareTransfers Agents ) Regulations 1993;
(g) The Securities and Exchange Board of India ( Delisting of Equity Shares)Regulations 2009;
(h) The Securities and Exchange Board of India (Buyback of Securities ) Regulations1998;
5. Since the activities of the company are very minimal the provisions of other majorActs are not applicable to the company during the period under review .
I have also examined compliance with the applicable clause of the following;
I. The Secretarial Standards issued by the Institute of Company Secretaries of India.II. The Listing Agreements entered into by the Company with Bombay Stock Exchange
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above.
I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review are carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda are sent at least seven days in advance and a system exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried unanimously asrecorded in the minutes of the Meetings of the Board of Directors or Committee of theBoard as the case may be.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| ||Mr. K.JAYARAJ |
| ||Practicing Company Secretary |
| ||ACS : 9568 |
|Place : Bangalore ||CP No:4410 |
|Dated : 28-07-2015 || |