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Citizen Infoline Ltd.

BSE: 538786 Sector: Others
NSE: N.A. ISIN Code: INE473L01018
BSE 00:00 | 28 Mar 3.89 0
(0.00%)
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3.89

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3.89

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NSE 05:30 | 01 Jan Citizen Infoline Ltd
OPEN 3.89
PREVIOUS CLOSE 3.89
VOLUME 1
52-Week high 4.58
52-Week low 3.49
P/E 25.93
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.89
Sell Qty 243.00
OPEN 3.89
CLOSE 3.89
VOLUME 1
52-Week high 4.58
52-Week low 3.49
P/E 25.93
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.89
Sell Qty 243.00

Citizen Infoline Ltd. (CITIZENINFOLINE) - Director Report

Company director report

To

The Members Citizen Infoline Ltd.

Your Directors have great pleasure in presenting the 24th ANNUAL REPORT andthe Audited Statement of Accounts of the Company for the year ended on 31st March 2018.

FINANCIAL RESULTS: - (Figures in lacs
Particulars Amount for 2017-18 (Rs.) Amount for 2016-17 (Rs.)
Total Income 331.32 386.82
Total Expenditure (296.61) (352.75)
Profit Before Depreciation Non Cash Expenses &Tax 34.71 34.07
Less: Depreciation & Other Non Cash Expenses (33.74) (36.87)
Profit Before Tax 0.97 (2.80)
Less: Provision for Taxes 0.01 0.00
Add: Deferred Tax Asset/Liabilities 0.36 (6.26)
Less: Income tax Short / Excess Provision of earlier year 0.00 0.00
Profit After Tax 1.34 3.46
Add: Balance Brought Forward from Previous Year (60.33) (59.73)
Balance Carried to Reserve & Surpluses (58.997) (60.33)

• PERFORMANCE REVIEW:-

During the year the company's turnover is decreased from Rs. 338.96 Lacs to Rs. 287.82Lacs from the previous year. This year there is a net Profit Rs. 1.34 Lacs while profit inlast year was Rs. 3.46 Lacs. Your directors expect better performance in the future.

• DIVIDEND:-

The dividend payout for the year under the review has been formulated by the company'spolicy to pay substantial dividend linked to long-term performance keeping in view thecompany's need for capital for its growth plans and the intent to finance through internalaccruals to the maximum. Your directors have always wished to appreciate the trust andfaith of its members by paying them appropriate dividends.

As the Company has not made enough profit during the year Directors of the Company donot recommend any dividend in the current year.

• PUBLIC DEPOSITS:-

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of Companies Act 2013.

• INSURANCE:

All the existing properties including Building are adequately insured.

• DIRECTORATE:-

Under the provisions of Companies Act 2013 Mrs Katuri Jain Mr Pukhraj Vaid and MrVikas Jirawala directors of the Company who retires by rotation and being eligibleoffer themselves for re-appointment. Mr. Pukhraj Vaid has expressed his desire to retireand not seeking re-appointment. Mrs. Kasturi Jain and Mr. Vikas Jirawala has offeredthemselves for re-appointment. Members are requested to approve their appointment.

The Board has appointed Mrs. Chandana Borah as additional director on 13 August 2018.Members are requested to confirm his appointment.

• AUDITORS:-

Mr Manthan Shah Chartered Accountants Ahmedabad Statutory Auditors of the Companyhave been appointed for five years as per the provision of the Companies Act until theConclusion of 28th Annual General Meeting.

Further as per the provisions of Companies (Amendment) Act 2017 members are notrequired to ratify the appointment of the auditors.

• AUDITORS' REPORT:

The observations made in the Auditors Report are self-explanatory and therefore neednot require any further comments by the board of directors.

• SECRETARIAL AUDIT REPORT

In under Section 204 of the Companies Act 2013 the Board herewith attachessecretarial audit report issued by practising company secretary. There are no remarks orcomments in the said report which requires clarifications by the board.

• ABSTRACTS OF ANNUAL RETURN

Under the requirement of 93 (3) of Companies Act 2013 the abstracts of annual returnis herewith attached in Annexure of the report in prescribed Form No MGT-9.

Under the requirement under section 134(3)(c) of Companies Act 2013 concerningDirectors' Responsibility Statement it is at this moment confirmed.

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the company at the end of the financial year anaof theprofit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operated effectively.

• CONSERVATION OF ENERGY: -

Since the company is engaged in the service business its operation does not involvesubstantial consumption of energy. However the company has taken

necessary care to conserve scarce resources of the nation.

• TECHNOLOGY ABSORPTION: -

The company has not imported any technology but the company is very conscious toabsorb necessary technological advancement in its service. The company

is continuously upgrading existing technology as well as innovating for cost reductionand quality improvements.

• FOREIGN EXCHANGE EARNINGS AND OUTGO: -

Foreiqn Exchanqe earninqs - Rs. NIL
Foreign Exchanqe outgo - Rs. NIL
• PARTICULARS OF EMPLOYEES: -

During the year there were no employees within the organization who receivedremuneration exceeding Rs.6000000/- p.a. or if employed for part of the year drawingremuneration of more than Rs. 500000/- p.m. as prescribed.

• RISK MANAGEMENT POLICY

The Risk management policy of the company has been discussed in detail in theManagement Discussion & Analysis Report which forms part of this directors' reportattached with the annual report.

• MANAGERIAL REMUNERATION

The details under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as follows.

Name of Director Remuneration (Rs. In Lakhs) % increase in FY 2017-18 Comparison of Remuneration of KMP against the performance of the company
1 Omprakash L Jain 720000 Nil The company has not made enough profit during the year.
2 Ravindra O Jain 480000 Nil
3 Kasturi R Jain 480000 Nil
4 Harsh O Jain 600000 Nil
Market Capitalization of Company As on 31 March 2018 - Rs. 235.86 Lakhs
As on 31 March 2017 - Rs. 238.02 Lakhs
Price Earnings Ratio As on 31 March 2018 - 218.50
As on 31 March 2017- 73.50
Percentage Increase (Decrease) in Market Price of shares with at rate at which company came up with last public offer. The market price has been decreased by 56.30% after last public offer.
Number of Permanent employees on Roll of Company 46
The relationship between Increase in Remuneration and Companies Performance Remuneration of employees has not been increased during the year and there is a net profit of Rs. 1.34 Lacs.
Comparison of Remuneration of Key Managerial Personnel with Performance of Company There is no variable component in the remuneration of any director.
Average Percentage Increase in salaries of managerial personnel NIL
Average Percentage Increase in salaries of employees other than managerial personnel & Managerial Personnel Average Percentage increase in Salaries of the employees is 4.05% during the current year

CITIZEN INFOLINE LIMITED

24th ANNUAL REPORT 2017-2018

Key Parameter for variable component of remuneration availed by the director There is no variable component in the remuneration of any director
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration more than the highest paid director during the year Not Applicable

There is no employee who receives remuneration more than the highest-paid director.

The Board at this moment confirms that remuneration paid to all managerial personnel isby the remuneration policy of the company.

• INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls concerning financialstatements. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.

• PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material by the policy of theCompany on the materiality of related party transactions.

• CORPORATE GOVERNANCE:-

The Company has generally implemented the procedure and adopted practices in conformitywith the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreementwith the Stock Exchanges. The Management Discussion & Analysis and CorporateGovernance Report are made a part of the Annual Report. A Certificate from the PracticingCompany Secretaries regarding compliance of the conditions of the Corporate Governance isgiven in Annexure which is attached hereto and forms part of Directors' Report.

• NUMBER OF BOARD MEETINGS

During the year the company had conducted a total seven board meetings. Notice forthem was given properly and a due quorum was present at above meetings. The dates of themeetings are 03/05/2017 22/05/2017 02/07/2017 05/08/2017 08/11/2017 25/01/2018 &23/02/2018.

• NOMINATION AND REMUNERATION COMMITTEE

The Board has formed a nomination and remuneration committee as required under section178(1) of Companies Act 2013. The company has disclosed policies as required under 178(3) of Companies Act in its Corporate Governance Statement forming part of directors'report.

• AUDIT COMMITTEE

The Board has constituted Audit Committee as required under section 177(1) of CompaniesAct 2013. The Composition of the same has been disclosed in the Corporate Governancereport forming part of directors' report. During the year the Board has agreed to allrecommendations of the audit committee.

• GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) The issue of equity shares with differential rights as to dividend voting orotherwise.

c) The issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOS referred to in this Report.

d) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

• VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The vigil mechanism has been disclosed in detail in corporate governance policy of thecompany which forms part of Annual Report.

ACKNOWLEDGEMENT: -

Your Directors take this opportunity to acknowledge with gratitude for the trustreposed in the Company by the Shareholders Investors and Readers/Customers Corporationsand Government Authorities. Directors of your Company specifically express their gratitudeto the Bankers which has extended their full support to the Company. Further YourDirectors also keenly appreciate the dedication & commitment of the Employees of theCompany.

For and on behalf of the Board of Directors

Place: Ahmedabad (Omprakash L Jain) (Ravindra O Jain)
Date: 13/08/2018 Managing Director Director
DIN:00171365 DIN:00412684