Your Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2019.
|FINANCIAL SUMMARY || ||(Amt. in Rs.) |
|PARTICULARS ||YEAR ENDED 31.03.2019 ||YEAR ENDED 31.03.2018 |
|Sales (Excl. Duties and Taxes) ||1775186 ||1720341 |
|Other Income ||0 ||5565 |
|Total Income ||1775186 ||1725906 |
|Total Expenditure ||1724305 ||1727982 |
|Interest ||22049 ||77067 |
|Profit Before Depreciation and Taxation ||28832 ||(79144) |
|Depreciation ||0 ||2784 |
|Profit Before Tax ||28832 ||(81928) |
|Exceptional Items || || |
|Tax ||6237 ||210 |
|Net Profit / (Loss) ||22595 ||(82137) |
During the financial year under review your Company has achieved total income of Rs.17.75 lakhs as against the previous year income of Rs. 17.20 lakhs and recorded net profitof Rs. 0.22 lakhs for financial year 2018-19 when compared to a net loss of Rs. 0.82 lakhsduring the previous year.
SHARE CAPITAL :
The paid up equity share capital of the Company as on 31st March 2019 isRs.31000000/-During the year under review the Company has not issued shares withdifferential voting rights sweat equity shares or Employee Stock Options.
TRANSFER OF AMOUNT TO GENERAL RESERVE :
No amount has been transferred to reserves during the year.
Your Directors do not recommend any Dividend for the financial year 2018-2019
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its member and public during the Financial Year.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
BOARD MEETINGS :
During the year under review four board meetings were held on 30.05.2018 13.08.201814.11.2018 and 11.02.2019 The maximum time-gap between any two consecutive meetings waswithin the period prescribed under the Companies Act 2013.
BOARD EVALUATION :
The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and SEBI (LODR) Regulations 2015 in the following manner:
i. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.
A separate meeting of Independent Directors was held on 11th February 2019to evaluate the performance evaluation of the Chairman the Non Independent Directors theBoard and flow of information from management.
DIRECTORS & KEY MANAGERIAL PERSONAL:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Dhanushree Gudeep retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment.
The tenure of Mr. Enjamuri Pardha Saradhi (DIN - 07531047) Managing Director will beexpired on 22nd August 2019. Taking in to consideration of his rich experienceand contribution to the Company and pursuant to the recommendation of the Nomination andRemuneration Committee the Board of Directors of the Company subject to the approval ofthe members at the ensuing AGM passed a resolution on 13th August; 2019approving the reappointment of Mr. Enjamuri Pardha Saradhi as Managing Director of theCompany for a further period of three years with effect from 23rd August 2019to 22nd August 2022.
Mr. Parthasarthi Prathipati who was appointed as the independent directors of thecompany at the 22nd Annual General Meeting of the company for a period of fiveyears i.e. up to 27th Annual General Meeting of the company have completedtheir term of appointment. Further pursuant to the provisions of Section 149 of theCompanies Act 2013 the recommendations of the Nomination and Remuneration Committee theBoard of Directors of the Company hereby recommends the appointment of Mr. ParthasarthiPrathipati as the Independent Director of the company for another period of 5 years
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 201819 and of the profit or loss of the Company for thatperiod;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The annual accounts for the year 2018-19 have been prepared on a going concernbasis.
v. That proper internal financial control was in place and that the financial controlswere adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
Pursuant to the provisions of Section 139(2) of the Companies Act 2013 M/s. NSVR& Associates LLP (FRN:- 008801S/S200060) Chartered Accountants Hyderabad appointedas Statutory Auditors of the Company for a period to hold office from the conclusion of 26thAnnual General Meeting till the conclusion of 31st Annual General Meeting atsuch remuneration as decided by the Board and such appointment will be in accordance withthe limits specified in Section 141 of the Companies Act 2013.
The Board of Directors based on the recommendation of the Audit Committee has appointedSravanthi Karuturi (M No.239567) Chartered Accountants Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is under the business of investment and financing so the particulars of theConservation of energy and Technology Absorption is NOT APPLICABLE
Foreign Exchange Earnings and Out go: NIL
MANAGEMENT DISCUSSION & ANALYSIS :
Pursuant to the provision of Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 areport on Management Discussion & Analysis is set out as an Annexure A.
SECRETARIAL AUDIT :
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Jineshwar Kumar Sankhala a Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure B" to this report.
SUBSIDIARIES & ASSOCIATE COMPANIES :
During the financial year under review Citiport credit limited as subsidiary andGoldenvalley Holding Private Limited as associate companies.
The Statement containing the salient feature of the financial statement of subsidiariesas per sub section (3) of section 129 of the Companies Act; 2013 in form AOC-1 is herewithannexed as Annexure-C to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
RELATED PARTY TRANSACTIONS :
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Boardfor approval Prior omnibus approval of the Audit Committee is obtained as per Regulation23 of the SEBI (LODR) REGULATIONS 2015 for the transactions which are of a foreseen andrepetitive nature. The Company has developed a Policy on Related Party Transactions forthe purpose of identification and monitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company. The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 in Form AOC-2 isherewith annexed as 'Annexure D' to this report.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexedherewith as "Annexure E" to this report.
RISK MANAGEMENT :
Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act; 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and asper SEBI(LODR)Regulations2015 the Risk management is not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY :
Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is not applicable to theCompany.
Since the paid up capital of the Company is less than Rs. 10 Crores and the net worthof the Company is less than Rs.25 Crores the provisions of Regulations 17 1819 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 andpara C D & E of Schedule V of the Securities Exchange Board of India(ListingObligations and Disclosure Requirements)Regulations 2015 are not applicable to theCompany.
VIGIL MECHANISM :
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and SEBI (LODR)Regulations2015
the Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. and also posted on the website of the Company.
NOMINATION & REMUNERATION POLICY
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters and to frame proper systems for identification appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in the of thecompany's website.
PARTICULARS OF EMPLOYEES :
The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure-F. In terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany does not have any employee who is employed throughout the financial year and inreceipt of remuneration of 102 Lakhs or more or employees who are employed for part ofthe year and in receipt of 8.5 Lakhs or more per month.
The Company considers its Human Resources as the key to achieve its objectives. Keepingthis in view your Company takes utmost care to attract and retain quality employees. Theemployees are sufficiently empowered and such work environment propels them to achievehigher levels of performance. The unflinching commitment of the employees is the drivingforce behind the Company's vision. Your Company appreciates the spirit of its dedicatedemployees
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE :
The Company strongly supports the rights of all its employees to work in an environmentfree from all forms of harassment. The Company has adopted a Policy on PreventionProhibition and Redressal of Sexual Harassment at workplace as per the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules made thereunder. The policy aims to provide protection to Employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where Employees feel secure. The Company has also constituted an InternalCommittee known as Anti Sexual Harassment Committee to address the concerns andcomplaints of sexual harassment and to recommend appropriate action.
The Company has not received any complaint on sexual harassment during the year
Your Directors place on record their appreciation and gratitude for the continuoussupport and assistance extended by all the Statutory Authorities. The Board also extendsits heartfelt gratitude to the Creditors and Shareholders for the confidence reposed bythem in the Company. Your Directors also place on record their sincere appreciation forthe continued contributions made by the employees at all levels.
By order of the Board of Directors For CITI PORT FINANCIAL SERVICES LIMITED
| ||Sd/- ||Sd/- |
| ||Enjamuri Pardha Saradhi ||Parthasarathi Prattipati |
| ||Director ||Director |
| ||DIN:-07531047 ||DIN:- 00004936 |
|Place: Hyderabad || || |
|Date: 13th August 2019 || || |