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Cistro Telelink Ltd.

BSE: 531775 Sector: Others
NSE: N.A. ISIN Code: INE365C01023
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NSE 05:30 | 01 Jan Cistro Telelink Ltd
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OPEN 0.36
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VOLUME 7000
52-Week high 0.37
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
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Sell Price 0.00
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Cistro Telelink Ltd. (CISTROTELELINK) - Director Report

Company director report

To

The Members

CISTRO TELELINK LIMITED

Your Directors have great pleasure in presenting 28TH ANNUAL REPORT alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2020.

1. FINANCIAL RESULTS:

Standalone
(Rs. )
Particulars Year ended
2019-2020 2018-2019
Total Income (including Other Income) NIL NIL
Gross Profit (before Interest Depreciation and tax) -958966 -955685
Less: Interest NIL NIL
: Depreciation NIL NIL
: Provision for taxation - Current NIL NIL
- Deferred NIL NIL
Net Profit after tax -958966 -955685
Less: Other Comprehensive Income NIL NIL
Total Comprehensive Income for the period -958966 -955685

2. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources your directors do not recommend dividend for the yearended 31st March 2020 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

3. THE CHANGE IN THE NATURE OF BUSINESS IF ANY;

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During period under review there were no change in composition of the Director of theCompany however Mrs. Renu Manendra Singh was re-appointed for the second consecutive for5 years as a Non-Executive Independent Director with effect from 27th April2019.

Ms. Pooja Jain resigned from the post of Company secretary with effect from 31stJuly 2019 and Payal Sureshkumar Jeerawala was appointed as Company Secretary with effectfrom 18th December 2019

6. NUMBER OF BOARD MEETINGS:

During the financial year the Board had met Six times on 28th May 2019 14thAugust 2019 4th September 2019 13th November 2019 12thDecember 2019 and 14th February 2020.

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

8. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 14th February 2020to review the working of the Company its Board and Committees. The meeting decided on theprocess of evaluation of the Board and Audit Committee. It designed the questionnaire onlimited parameters and completed the evaluation of the Board by Non-Executive Directorsand of the Audit committee by other members of the Board. The same was compiled byIndependent authority and informed to the members.

9. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts the applicable accounting standardhad been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis. v)That the directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating.

10. SUBSIDIARIES AND ASSOCIATE COMPANY'S:

As on 31st March 2020 Company has no subsidiaries and associate companies.

11. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are nodeposits which have not been claimed by depositors or paid by the company after the dateon which the deposit became due for repayment or renewal as the case may be according tothe contract with the depositors & there are no total amounts due to the depositors& remaining unclaimed or unpaid.

12. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement andconsolidated Financial Statement is part of the Annual Report.

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund interms of Section 125 of the Companies Act 2013.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with thepharmaceutical industry scenario the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant developments so as to enable them to take well informed decisions in a timelymanner. The familiarization program also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization program for Independent Directors is posted on Company'swebsite.

15. INTERNAL AUDITOR

As per section 138 of the Companies Act 2013 the Company has appointed M/s. PhophaliaS & Associates internal auditors for the year to 2019-2020 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company's policies andensure statutory and other compliance through periodical checks and internal audit.

16. STATUTORY AUDITORS:

M/s. C.P. Jaria & Co. Chartered Accountants Auditors having firm registration No.104058W Surat were appointed as Statutory Auditors of the Company for a period of 5years in the AGM held on 23rdSeptember 2017. As per Companies (Amendment) Act 2017notified on 7thMay 2018 the provisions regarding to the ratification of Auditor in everyAGM has been done away.

Auditors' report is self-explanatory and therefore does not require further commentsand explanation.

17. STATUTORY AUDITOR'S REPORT AND QUALIFICATION:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. C.P.Jaria & Co Statutory Auditors in their report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.

18. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules applicable to costauditors the company was not liable to appoint Cost auditors for the financial year2019-20.

19. SECRETARIAL AUDITOR & REPORT

The Board has appointed Hemant Shetye Partner of HS Associates Practicing CompanySecretaries as the Secretarial Auditor of the Company for the financial year 2020-2021.Also annexed herewith secretarial Audit report (MR-3) in Annexure-A as provided byM/s. HS Associates for the secretarial audit conducted by them for the period 2019-2020.

20. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure-Band is attached to this Report.

21. INTERNAL CONTROL SYSTEM:

The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company "To be the mostsustainable and competitive Company in our industry". The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors and their significant audit observations and follow up actions thereon arereported to the Audit Committee on a quarterly basis specifying the nature value andterms and conditions of the transactions.

22. COMMENTS OF THE BOARD ON AUDITORS' REPORT:

a) Observations of Statutory Auditors on Accounts for the year ended 31stMarch 2020:

There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in respect of financial statements as on and for the year ended 31stMarch 2020.

b) Observations of Secretarial Audit Report for the year ended 31st March2020:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSAssociates Practicing Company Secretaries were appointed to conduct Secretarial Audit andissue Report for the financial year 2019-20.

Secretarial Audit Report issued by M/s. HS Associates Practicing Company Secretariesin Form MR-3 for the financial year 2019-20 forms part of this report. The SecretarialAudit Report is annexed herewith as Annexure - A.

In respect of the observations made in the Secretarial Audit report following are theexplanations and comments offered by the Board.

i. Board discussed the concerned matter in detailed.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no related party transactions during the year.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureC to Director's Report. The Related Party Transactions Policy as approved by the Boardis uploaded on the Company's website at www.cistrotelelink.net.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of investment made under Section 186 of the Companies Act 2013 havebeen disclosed in the financial statements.

25. CONSERVATIONOF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:

Since the Company is not a manufacturing unit provision of Section 134(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption is not applicable.

26. CORPORATE GOVERNANCE REPORT

The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.

As on 31st March 2020 the Company's Paid up Capital was Rs. 51343000/- (Rupees FiveCrore Thirteen Lakhs Forty-Three Thousand only) and Net worth is of Rs. 45135472/-(Rupees Four Crore Fifty One Lacs Thirty- Five Thousand Four Hundred Seventy-Two only).Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company

27. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided as there are no employees in the Company during the Year and the Directors of theCompany do not draw any Remuneration. The Nomination and Remuneration Committee of theCompany has affirmed at its meeting that the Directors of the Company do not draw anyRemuneration. The Policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of section 178 is available onCompany's website:

28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this report. AnnexureD

29. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives and thus in pursuance of the same it has formulated aRisk Management Policy to ensure compliance with regulation 17 of SEBI (LODR) 2015. Majorrisks identified by the businesses and functions are systematically addressed and alsodiscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. Significant audit observations and followup actions thereon are reported to the Audit Committee and the risk management policy isavailable on the website of the company: www.cistrotelelink.net.

30. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

31. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. Details of which havebeen given in the Corporate Governance Report annexed to this Report.

The Vigil Mechanism Policy is available at the website of the company:www.cistrotelelink.com.

33. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and it redresses complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the employees of the Company.

34. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which theCompany has received from its promoters lenders business associates includingdistributors vendors and customers the press and the employees of the Company.

BY ORDER OF THE BOARD
Sd/-
ARUN KUMAR SHARMA
DATE: 30th JUNE 2020 CHAIRMAN
PLACE:INDORE DIN NO: 00369461 3