Citizen Infoline Ltd.
Your Directors have great pleasure in presenting the 25th ANNUAL REPORTand the Audited Statement of Accounts of the Company for the year ended on 31stMarch 2019.
FINANCIAL RESULTS: -
| || ||(र in lacs) |
| ||Amount for 2018-19 ||Amount for 2017-18 |
|Particulars ||र ||र |
|Profit before Depreciation & Taxation ||17.91 ||34.72 |
|Less: Depreciation ||(18.23) ||(33.74) |
|Less: Provision for Taxation ||2.17 ||0.36 |
|Exceptional Items ||0.00 ||0.00 |
|Net Profit after Tax ||1.86 ||1.34 |
During the year the company has decided to focus on the business in Ahmedabad.Therefore it has closed all the branch operations outside Ahmedabad. It has lead to afall of 15% in its turnover. The Company has posted a Net loss of Rs. 0.31 lakhs. Weexpect to improve the performance of the company in the next year.
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.
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.
Under the provisions of Companies Act 2013 Mrs.Chandana Borah Mr.Mitesh Jain and MrSandeep Jain directors of the Company who retires by rotation and being eligible offerthemselves for re-appointment. Mrs Chandana Borah Mr Mitesh Jain and Mr Sandeep Jain haveoffered themselves for re-appointment. Members are requested to approve their appointment.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of the Companies Act 2013 is attachedherewith to the report. The evaluation includes evaluation of board as a whole individualdirector and of every committee of the board. The evaluation framework for assessing theperformance of Chairman Directors Board and Committees comprises inter-alia of thefollowing parameters:
(a) Directors bring an independent judgment on the Boards' discussions utilising hisknowledge and experience especially on issues related to strategy operationalperformance and risk management.
(b) Directors contribute new ideas/insights on business issues raised by Management.
(c) Directors anticipate and facilitate deliberations on new issues that Management andthe Board should consider.
(d) The Board/Committee meetings are conducted in a manner which facilitates opendiscussions and robust debate on all key items of the agenda.
(e) The Board receives adequate and timely information to enable discussions/decisionmaking during Board Meetings.
(f) The Board addresses the interests of all stakeholders of the Company.
(g) The Committee is delivering on the defined objectives.
(h) The Committee has the right composition to deliver its objectives.
Mr Manthan M. Shah and Associates (FRN: 145136W) Chartered Accountants AhmedabadStatutory Auditors of the Company have been appointed for five years as per the provisionof the Companies Act until the Conclusion of 28th Annual General Meeting. They haveconfirmed that they are not disqualified from holding the office of the StatutoryAuditorof the Company.
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 has appointed Ms JollyKrutesh Patel Practising Company Secretary to conduct the Secretarial Audit for the year2018-19. The Board attaches herewith secretarial audit report issued by Practising CompanySecretary in Annexure A to this report. There are no remarks or comments in the saidreport 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 B of the report in prescribed Form No MGT-9.
DIRECTORS' RESPONSIBILITY STATEMENT: -
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 judgments 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 company for thatperiod;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records by the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(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; and
(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.
PARTICULARS OF EMPLOYEES: -
During the year there were no employees within the organisation 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.
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 2018-19 ||Comparison of Remuneration of KMP against the performance of the company |
|1 ||Omprakash L Jain ||900000 ||25% || |
|2 ||Ravindra O Jain ||720000 ||50% ||The company has not made enough profit during the year. |
|3 ||Kasturi R Jain ||600000 ||25% || |
|4 ||Harsh O Jain ||150000 ||(75%) || |
|Market Capitalization of Company ||As on 31 March 2019 Rs. 209.95 Lakhs |
| ||As on 31 March 2018 Rs. 205.10 Lakhs |
|Price Earnings Ratio ||As on 31 March 2019 112.90 |
| ||As on 31 March 2018 153.43 |
|Percentage Increase (Decrease) in Market Price of shares with a rate at which company came up with last public offer. ||The market price has been decreased by 56.30% after the last public offer. |
|Number of Permanent employees on Roll of Company ||32 |
|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. 1.86 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 8.64% during the current year |
|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.
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 the compliance of the conditions of the Corporate Governanceis given 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 of seven board meetings. Notice forthem was given properly and a due quorum was present at the above meetings. The dates ofthe meetings are 13/04/2018 30/05/2018 06/08/2018 25/10/2018 19/11/2018 04/02/2019and 27/03/2019.
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.
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 the 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:
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 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 the corporate governance policy ofthe company which forms part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars relating to the above has been given to the Annexure C to Directors'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.
| ||For and on behalf of the Board of Directors || |
|Place: Ahmedabad ||(Omprakash L Jain) ||(Ravindra O Jain) |
|Date: 24/05/2019 ||Managing Director ||Director |
| ||DIN: 00171365 ||DIN: 00412684 |