CISTRO TELELINK LIMITED.
Your Directors have great pleasure in presenting 27thANNUAL REPORTalong with the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2019.
1. FINANCIAL RESULTS:
| || |
(Rs. in Lacs)
|PARTICULARS ||Year ended |
| ||2019 ||2018 |
|Profit Before Interest and Depreciation || || |
|Less: Finance Cost ||955685 ||614777 |
|Less: Depreciation || || |
|Profit/(Loss) before tax ||(955685) ||(614777) |
|Less: Current Tax || || |
|Deferred Tax || || |
|Profit/(Loss) After Tax ||(955685) ||(614777) |
|Less: Foreign Exchange Fluctuation Gain - Unrealized || || |
|Profit for the Year ||(955685) ||(614777) |
2. FINANCIAL OPEARATIONS & STATE OF AFFAIRS OF THE COMPANY:
During the year Company has reported total loss of Rs. 955685/- (Rupees Nine LakhsFifty-Five Thousand Six Hundred Eighty-Five Only).
3. DIVIDEND AND TRANSFER TO RESERVES:
As the Company is suffering losses no dividend was declared during the year.No amountis being transferred to reserves during the year under review.
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 the year under review Mrs. Bandana Singh appointed as Additional IndependentNon-Executive Director with effect from 11th August 2018 and Regularised as anIndependent Non-Executive Director in the Annual General Meeting held 17thSeptember 2018.
Mr. Pralhad Singh Tomar (DIN: 02994181) has resigned from post of Director with effectfrom 11th August 2018. Ms. Pooja Jain appointed as Company secretary witheffect from 20th November 2018.
Mr. Naresh Kumar Agarwal appointed as an Additional Director with effect from 14thFebruary2019.
Mr. Om Prakash Madhogarhia(DIN: 05330865) vacated from the post of Director andDisqualified under Section 164(2)(a) be and is hereby noted and accepted his vacationwith immediate effect from the date of the circular issued dated on 31stDecember 2018.
6. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met Six times.
7. 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
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.
The Company has not accepted Fixed Deposits within the meaning of Section 74 of theCompanies Act 2013 and Rules framed there under are complied with. There are no depositswhich have not been claimed by depositors or paid by the company after the date on whichthe deposit became due for repayment or renewal as the case may be according to thecontract with the depositors & there are no total amounts due to the depositors &remaining unclaimed or unpaid.
9. SECRETARIAL AUDITOR & REPORT:
The Board of Directors of the Company has appointed M/S. HS Associates PracticingCompany Secretary to conduct the Secretarial Audit and their Report on Company'sSecretarial Audit is appended to this Report as Annexure I.
1. The Company has not\published notice of Board Meeting and Financial results inEnglish and regional language newspaper as per Regulation 47(1) a & b of ListingObligations and Disclosure Requirements Regulations 2015.
2. The company does not have a functional website as per Regulation 46 of SEBI (LODR)Regulations 2015.
3. During the year Balance Sheet is not signed by the Company Secretary. Also theCompany have received Notice on 12th February 2019 from Bombay Stock Exchangeregarding of Non-appointment of Compliance Officer for the Quarter ended December 2018with fine of Rs. 59000/-.
1. The Company will publish the yearly/quarterly results and notice of Board Meeting inthe requisite newspapers as applicable as per Regulation 47(1) a & b of ListingObligation and Disclosure Requirements Regulations 2015.
2. The Company is in process to update the Website of the Company to comply with thelaw.
3. Board approved the appointment of Company Secretary of Ms. Pooja Surendra Jainw.e.f. 20th November 2018.
10. 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 inAnnexure-IIand is attached to this Report.
11. INTERNAL AUDITORS:
As per Section 138 of the Companies Act 2013 the Company has appointed M/s. PhophaliaS & Associates. Internal Auditors for the year 2018-2019 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.
12. 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 last AGM held on 23rdSeptember 2017. As per Companies(Amendment) Act 2017 notified on 7thMay 2018 the provisions regarding to theratification of Auditor in every AGM has been done away.
13. COMMENTS ON AUDITOR'S REPORT:
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.
14. 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 in Schedule 7 of the Balance Sheet.
15. 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 AnnexureIII to Director's Report.
16. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
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.
17. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfil 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.
18. 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.
19. 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:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
20. CONSERVATION OF 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.
21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns.
22. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March 2019 Company has no subsidiaries and associate companies.
23. CORPORATE GOVERNANCE:
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 2019the Company's Paid up Capital was Rs. 51343000/- (Rupees FiveCrore Thirteen Lakhs Forty-Three Thousand only) and Net worth is of Rs. 46094438/-(Rupees Four Crore Sixty Lacs Ninety-Four Thousand Four Hundred Thirty-Eight only).
Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company.
24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the Listing Agreement with the Stock Exchanges in Indiais annexed to this report. (Annexure IV)
25. MEETING OF INDEPENDENT DIECTORS:
The Independent Directors met once during the year to review the working of theCompany its Board and Committees. The meeting decided on the process of evaluation of theBoard and Audit Committee. It designed the questionnaire on limited parameters andcompleted the evaluation of the Board by Non-Executive Directors and of the Auditcommittee by other members of the Board. The same was complied by Independent authorityand informed to the members.
26. PARTICULARS OF REMUNERATION OF EMPLOYEES AND DIRECTORS
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 the Company has affirmed at its meetingthat the Directors of the Company do not draw any Remuneration. The Policy of the Companyon Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of section 178 is available on Company's website:
27. ANNUAL EVALUATION BY THE BOARD:
In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations 2015 the performance evaluation of the Board and its Committees were carriedout during the year under review.
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance.
iv. Providing perspectives and feedback going beyond information provided by themanagement.
v. Commitment to shareholder and other stakeholder interests.
vi. The evaluation involves Self-Evaluation by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.
28. VIGIL MECHANISM POLICY
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Whistle Blower Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The Company has also provided direct access to Chairman of Audit Committee on reportingissues concerning the interests of co-employees and the Company. The Vigil MechanismPolicy is available at the website of the company: http://cressandasolutionsltd.com/. Noinstance under the Whistle Blower Policy was reported during the financial year 2018-19
29. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
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.
30. LISTING OF SHARES:
The Equity Shares of the Company listed on BSE Limited. Further Company has receivednotice of fine of Rs. 59000/- from BSE Limited for Non-compliance of Reg. 6(1) of LODR.
31. SECRETARIAL STANDARDS:
Since the Business and operations of the Company are inoperative hence companyclassified as Non-Operative Company and unable to comply with Secretarial Standards i.e.SS-1 and SS-2relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly followed by the Company.
32. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company does not have any subsidiaries as on 31st March2019 and hence not required to publish Consolidated Financial Statements.
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 BOARD |
| ||Sd/- |
|DATE : 14th August 2019 ||MR. ARUN KUMAR SHARMA |
|PLACE : INDORE ||(DIRECTOR) |
| ||DIN NO:00369461 |