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Cityon Systems (India) Ltd.

BSE: 780013 Sector: Others
NSE: N.A. ISIN Code: INE324P01014
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Cityon Systems (India) Ltd. (CITYONSYSTEMS) - Director Report

Company director report

DIRECTOR’S REPORT

Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of Accounts for the year ended on 31st March 2016.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review alongwith figures for theprevious year are as follows:

Amount in (Rs.)

PARTICULARS

FINANCIAL YEAR ENDED

31.03.2016 31.03.2015
Total Revenue 63264195.00 68394266.00
Total Expenses 63042912.00 67847004.00
Profit before Depreciation and Tax (PBT) 64032100 61817600
Less: Depreciation 14805.00 70914.27
Profit before Tax 625516.00 547262.00
Less: Provision for taxation 191955.00 169000.00
Profit after Tax (PAT) 433561.00 378262.00
EPS (Basic) 0.03 0.02
Diluted 0.03 0.02

DEPOSITS:

The Company has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.

DIVIDEND:

In order to conserve the resources of the Company the Board of Directors does notrecommend any dividend.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans or guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 have been disclosed in the Financial statements.

STATE OF THE COMPANY’S AFFAIRS AND NATURE OF BUSINESS:

Since last there were no changes in the State of company’s affairs and there havebeen no change in nature of business of the Company during the Year.

TRANSFER TO RESERVES:

The Company earned Net Profit of Rs. 433561.00 during the Financial Year 2015-16 andthis amount has been transferred to General Reserves during the Year.

MATERIAL CHANGES AND COMMITEMENTS:

There have been no material changes and commitments during the year.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditors is subjectto provisions of the Companies Act 2013 and rules made thereunder. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board and to the Chairman & Managing Director.

. The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

Mr. Abhishek Tandon (DIN: 03530860) retires by rotation and being eligible offershimself for re-appointment. Your Directors recommend his re-appointment.

The Board of Directors at their meeting held on May 28 2016 approved appointment ofMr. Mukesh Kumar and Mr. Ankur Agarwal as Whole Time Directors of the Company for a periodof 5 years commencing from June 1 2016 to May 31 2021 subject to the approval of themembers of the Company.

The Nomination and Remuneration Committee at their meeting held on May 2 2016 approvedappointment of Mr. Mukesh Kumar and Mr. Ankur Agarwal as Whole Time Directors of theCompany for a period of 5 years commencing from June 1 2016 to May 31 2021 subject tothe approval of the Members of the Company.

On the recommendation of the Board of Directors the Members of the Company at theAnnual General Meeting held on September 29 2015 approved appointment of:

(a) Mrs. Kavita Awasthi as Independent Director of the Company for 5 years commencingfrom March 27 2015.

(b) Mr. Ravi Kumar Sablok as Director whose appointment as Additional Director was madethe Board at their meeting held on July 24 2015.

(c) Ravi Kumar Sablok as Managing Director of the Company for 3 years effective fromJuly 27 2015 to July 26 2018.

Declaration by the Independent Directors of the Company:

Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances from last FinancialYear which may affect their status as Independent Director during the year.

As required under Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the particulars of theDirectors proposed for appointment/re-appointment has been given in the Notice of theAnnual General Meeting.

Key Managerial Personnel:

There have been changes in Key Managerial Personnel(s) during the financial year201516 Details are given as under: "

Name Designation Date of Appointment Date of Resignation
1 Mr. Ravi Kumar Sablok Managing Director 27/07/2015 Continuing
2 Mr. Ashok Kumar Sharma Chief Financial Officer 02/02/2015 Continuing
3 Mr. Sunil Kumar Tripathy Company Secretary cum Compliance Officer 23/10/2013 01/01/2016
4 Ms. Disha Bajpai Company Secretary cum Compliance Officer 01/01/2016 Continuing

The Board of Directors of the Company appointed Mr. Ravi Kumar Sablok as ManagingDirector of the Company under category of Key Managerial Personnel for 3 years effectivefrom 27/07/2015 to 26/07/2018.

Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 readwith rules made thereunder and under Regulation 16 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executive

directors. The same was discussed in the board meeting that followed by the meeting ofthe independent Directors at which the performance of the Board its committees andindividual directors was also discussed.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following: -

a. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;

b. that directors have selected such accounting policies and applied consistently andjudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of .adequate accounting records in accordance with provisions of this Act for

safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down such internal financial controls that are adequate

and operating effectively;

f. The Directors have devised systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITOR’S REPORT:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s J Agarwal & Associates Chartered Accountants (ICAI Firm Registration No.002601C) were appointed as statutory auditors of the Company from the conclusion of theannual general meeting (AGM) of the Company held in the year 2014 till the conclusion ofthe annual general meeting (AGM) to be held in the year 2017 subject to ratification oftheir re-appointment at every AGM.

The Company has received a letter from statutory auditors to the effect that theirreappointment if made would be within the provision prescribed under Section 139 of the

Companies Act 2013. Your Directors recommend their re-appointment

The auditor’s report does not contain any qualifications reservations or adverseremarks and Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.

SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company had appointed Ms. Neha Jain Practising Company Secretary Kanpurto undertake the Secretarial Audit of the Company for the Financial Year 201516. TheSecretarial Audit Report for financial year 2015-16 is annexed which forms part of thisreport as Annexure-A. With regard to comments of Secretarial Auditor we wish tostate that due to non-functioning of MCA Portal and our system the same escaped theattention to be filed. However we shall file the same as soon as possible.

RELATED PARTY TRANSACTIONS:

AH related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. Further therewere no materially significant with the related party transactions during the year made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons. Since there were no material contracts/arrangements made during the year andall such contracts/arrangements were made in ordinary course of business and at arm’slength basis and details of such transactions have been given in financial statements ofthe Company and this fact has been mentioned in attached Annexure-B in FORM AOC- 2.Details of all such contracts/arrangements are available for inspection at the RegisteredOffice of the Company till ensuing Annual General Meeting and if any member is interestedin inspecting the same such member may write to the Company Secretary in advance.

CODE OF CONDUCT:

All the Members of the Board and all the employees of the Company have followed thepolicy of Code of Conduct in the course of day to day business operations of the Company.The Code has been placed on the Company’s website www.cityonsystems.in.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

SUBSIDIARIES JOINT VENTURIS OR ASSOCIATE COMPANIES:

There are no Subsidiaries Joint Ventures or Associate Companies.

DISCLOSURES:

Audit Committee:

The Audit Committee comprises of Independent Directors namely Mr. Om Prakash AgarwalMr. Gaya Prasad Gupta Mr. Anoop Srivastava and Mr. Mukesh Kumar as Executive Director ofthe Company.

The Audit Committee played an important role during the year. It coordinated with theStatutory Auditors Internal Auditors and other key Managerial Personnel of the Companyand has rendered guidance in the areas of internal audit and control finance andaccounts.

All the recommendations made by the Audit Committee were accepted by the Board. Fourmeetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee:

The Committee has met four times during the year the Committee overlook the usualrequests received for Dematerialization transfer/transmission of shares and resolved oranswered the complaints of members.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. The Nomination and Remuneration met fourtimes during the year.

Vigil Mechanism / Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the‘Whistle Blower Policy’ for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Company’s Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.

Accordingly ‘Whistle Blower Policy’ has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the Ethics.

The purpose of this policy is to provide a framework to promote responsible and securewhistle .blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

Number of Meetings of the Board:

Eight meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company. TheBoard is responsible for implementation of the Code. All Board Directors and thedesignated employees have confirmed compliance with the Code.

Business Risk Management:

The main identified risks at the Company are business operating risks. Your Company hasestablished a comprehensive business risk management policy to ensure the risk to theCompany’s continued existence as s going concern and to its development are

identified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is implemented by the Company Management.

Corporate Social Responsibility Statement:

Provisions relating the Corporate Social Responsibility are not applicable on theCompany.

Information Pursuant to Section 134 (3) of the Companies Act 2013:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedto this Report as Annexure-C.

Independent Directors Meeting:

The Independent Directors met on 25 March 2016 without the attendance ofNonIndependent Directors and members of the Management. The Independent Directors reviewedthe performance of non-independent directors and the Board as a whole; the performance ofthe Chairman of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

Energy Conservation Technology' Absorption Foreign Exchange Earnings and Outgo:

Particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts) Rules 2014 are not applicable on the Company.

During the year there were no Foreign Exchange earnings and outgo.

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance compliance and Management Discussion andAnalysis as required under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 which forms part of this Annual Report alongwith the Certificate from Statutory Auditors of the Company regarding compliance of theconditions of Corporate Governance as stipulated in Chapter IV of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

In compliance with Corporate Governance requirements your Company has formulated andimplemented a Code of Business Conduct and Ethics for all Board members and seniormanagement personnel of the Company who have affirmed the compliance thereto.

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 were no such order passed by the Regulations or Courts or Tribunals which mayimpact the going concern status and company’s operations in future.

Disclosure under Sexual Harassment of Women:

The Company has Sexual Harassment Policy in place and available on the Company’swebsite www.cityonsystems.in. During the yearunder review there were no complaints from any of the employee.

ACKNOWLEDGEMENTS:

Your directors take this opportunity to extend their thanks to the customers businesspartners business associates and bankers of the Company for their continued supportduring the year. The directors also sincerely acknowledge the dedication and commitmentof the employees of the company at all levels.

FOR CITYOM SYSTEMS (INDIA) LIMITED

Place: Delhi (Ravi Kumar Sablok) (Ankur Agarwal)
Date: 29.08.2016 Managing Director Director
DIN: 07241345 DIN: 06598310