Citizen Infoline Ltd.
Your Directors have great pleasure in presenting the 23rd ANNUAL REPORT andthe Audited Statement of Accounts of the Company for the year ended on 31 stMarch 2017
| FINANCIAL RESULTS:- ||Figures in Lacs ||Figures in Lacs |
|Particulars ||Amount for 2016-17 ||Amount for 2015-16 |
|Total Income ||386.82 ||377.64 |
|Total Expenditure ||(352.75) ||(368.18) |
|Profit Before Depreciation. Non Cash Expenses &Tax ||34.07 ||9.46 |
|Less: Depreciation & Other Non Cash Expenses ||(36.87) ||(31.52) |
|Profit Before Tax ||(2.80) ||(22.06) |
|Less: Provision for Taxes ||0.00 ||0.00 |
|Add: Deferred Tax Asset/Liabilities ||(6.26) ||(0.39) |
|Less: Income tax Short / Excess Provision of earlier year ||0.00 ||0.01 |
|Profit After Tax ||3.46 ||(21.68) |
|Add: Balance Brought Forward from Previous Year ||(59.73) ||64.59 |
|Balance Carried to Reserve & Surpluses ||(-60.33) ||(59.73) |
During the year the company's turnover is increased from Rs. 324.52 Lacs to Rs. 338.96Lacs from the previous year. This year there is net Profit Rs. 3.46 Lacs while loss inlast year was Rs. 21.68 Lacs. Your directors expect better performance in future.
The dividend payout for the year under the review has been formulated in accordancewith the company's policy to pay substantial dividend linked to long term performancekeeping in view the company's need for capital for its growth plans and the intent tofinance through internal accruals to maximum. Your directors have always wished toappreciate the trust and faith 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.
During the year under review the Company has not accepted any deposits from the publicwithin the meaning of Companies Act. 2013.
All the existing properties including Building are adequately insured.
Pursuant to the provisions of Companies Act 2013 Mr. Harsh Jain and Mr. Ravindra Jaindirectors of the Company who retires by rotation and being eligible offer themselves forre-appointment. The Board recommends their reappointment as Directors of the Company.
Mr. Manthan Shah Chartered Accountants. Ahmedabad Statutory Auditors of the Companyhave been appointed for the period of five year as per the provision of the Companies Act2013 in place of retiring auditor M/s. Baheti Bhadada & Associates CharteredAccountant Ahmedabad appointment has been effected from the commencement of this Annua!General Meeting until the Conclusion of 28th Annual General Meeting. Hence.Members are requested to reconsider the appointment of Mr. Manthan Shah. CharteredAccountants as statutory auditor of the company for the period of Five years till theconclusion of the 28th Annual general Meeting.
The board has received letter from them to the effect that their re-appointment if madewill be within limits specified u/s 141(1)(g) of Companies Act 2013.
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 pursuant to Section 204 of the Companies Act 2013. the Board herewith attachessecretarial audit report issued by practicing company secretary. There are no remarks orcomments in said report which requires clarifications by the board.
ABSTRACTS OF ANNUAL RETURN
Pursuant to requirement of 93 (3) of Companies Act 2013 the abstracts of annualreturn is herewith attached in Annexure of the report in prescribed Form No MGT-9.
DIRECTORS' RESPONSIBILITY STATEMENT: -
Pursuant to requirement under section 134(3)(c) of Companies Act 2013 with respect toDirectors' Responsibility Statement it is hereby 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 judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit 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 safeguarding 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 operating effectively.
CONSERVATION OF ENERGY: -
Since the company is engaged in service business its operation does not involvesubstantial consumption of energy. However the company has taken necessary care toconserve scarce resources of the nation.
The company has not imported any technology but the company is very conscious to absorbnecessary technological advancement in its service. The company is continuously upgradingexisting technology as well as innovating for cost reduction and quality improvements.
FOREIGN EXCHANGE EARNINGS AND OUTGO: -
| Foreign Exchange earnings ||Rs. NIL |
| Foreign Exchange outgo ||Rs. NIL |
PARTICULARS OF EMPLOYEES: -
During the year there were no employees within the organization who were in receiptof remuneration exceeding Rs. 6000000/- p.a. or if employed for part of the year drawingremuneration in excess of 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 annual report.
The details under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as follows.
|Sr No Name of Director ||Remuneration (Rs. In Lakhs) ||% increase in FY 2015-16 ||Comparison of Remuneration of KMP against performance of the company |
|1 Omprakash L Jain ||720000 ||Nil ||Company has not made enough profit during the year. |
|2 Ravindra O Jain ||4.80.000 ||Nil |
|3 Kasturi R Jain ||480000 ||Nil || |
|4 Harsh O Jain ||6.00000 ||100 || |
|Market Capitalization of Company ||As on 31 March 2017 - Rs. 238.02 Lakhs |
| ||As on 31 March 2016 - Rs. 272.56 Lakhs |
|Price Earnings Ratio ||As on 31 March 2017-68.71 |
| ||As on 31 March 2016 -(12.57) |
|Percentage Increase (Decrease) in Market Price of shares with at rate at which company came up with last public offer. ||Market price has been decreased by 55.90% after last public offer. |
|Number of Permanent employees on Roll of Company ||60 |
|Relationship between Increase in Remuneration and Companies Performance ||Remuneration of employees has not been increased during the year and there is net profit of Rs. 3.46 Lacs. |
|Comparison of Remuneration of Key Managerial Personnel with Performance of Company ||There is no variable component in 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 decrease in Salaries of the employees is 3.65% during the current year |
|Key Parameter for variable component of remuneration availed by the director ||There is no variable component in 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 in excess of the highest paid director during the year ||Not Applicable |
There is no employee who receives remuneration in excess of highest paid director.
The Board hereby confirms that remuneration paid to all managerial personnel is inaccordance with the remuneration policy of the company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses 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 in accordance with thepolicy of the Company on materiality of related party transactions.
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 Agreementv/ith 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 total 7 board meetings. Notice for them weregiven properly and due quorum was present at above meetings. The dates of meetings are01/04/201628/05/201618/07/201629/07/2016 25/10/2016 31/01 /2017 and 10/02/2017.
NOMINATION AND REMUNERATION COMMITTEE
The Board has formed 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.
The Board has constituted Audit Committee as required under section 177(1) of CompaniesAct. 2013. The Composition of the same has been disclosed in Corporate Governance reportforming part of directors' report. During the year the Board has agreed to allrecommendations of the audit committee.
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:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. 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 pursuant to 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.
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.
| ||By the Order of Board of Directors || |
| ||(Omprakash L Jain) ||(Ravindra Jain) |
|Place: Ahmedabad ||Managing Director ||Director |
|Date:25/05/2017 ||DIN NO:00171365 ||DIN NO: 00412684 |