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Citizen Yarns Ltd.

BSE: 514366 Sector: Industrials
NSE: N.A. ISIN Code: INE940P01025
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NSE 05:30 | 01 Jan Citizen Yarns Ltd
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OPEN 0.43
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VOLUME 100
52-Week high 0.67
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Citizen Yarns Ltd. (CITIZENYARNS) - Director Report

Company director report

To

The Members of

M/s. Citizen Yarns Limited

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Particulars 2016-2017 2015-2016
Gross Income 127.19 148.51
Total Expenses 449.50 147.45
Net Profit Before Tax (322.30) 1.06
Provision for Tax 0.00 0.33
Net Profit After Tax (322.30) 0.73

DIVIDEND

With a view to conserve the resources of company the directors are not recommending anydividend.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2016-17 the Company held 8 board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 were adhered towhile considering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present
1 30.05.2016 3 3
2 30.06.2016 3 3
3 13.08.2016 3 3
4 05.09.2016 3 3
5 14.11.2016 3 3
6 31.12.2016 3 3
7 03.02.2017 3 3
8 31.03.2017 3 3

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(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.

AUDITORS and REPORT thereon

M/s. ARPIT SHAH & CO. Chartered Accountants appointed as Auditor of the companysubject to ratification by members in every Annual General Meeting.

Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

Further the Auditors' Report for the financial year ended 31st March 2017 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

There were loans given but no guarantees or investment made by the Company underSection 186 of the Companies Act 2013 during the year under review.

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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

DIRECTORS and KMP

There was no change in the constitution of directors of the company during thefinancial year.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The company is not paying remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Directors. The table sets out the composition ofthe Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Rajubhai B. Desai Chairman Non Executive Independent Director
Ms. Sangitaben M. Limbachiya Member Non Executive Independent Director
Mr. Hariprasad Khetan Member Executive Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the

Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company. The Executive Directors are not paidremuneration.

Remuneration to Non Executive Directors:

The Non Executive Directors are not paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are not paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Rajubhai B. Desai Chairman Non Executive Independent Director
Ms. Sangitaben M. Limbachiya Member Non Executive Independent Director
Mr. Hariprasad Khetan Member Executive Director

SECRETARIAL AUDIT REPORT

There is one qualification or adverse remarks in the Secretarial Audit Report whichrequire any clarification/ explanation.

The company is required to make appointment of CFO & CS.

The Company is looking forward for the same.

Further the Secretarial Audit Report as provided by M/s. KETUL J. SHAH PracticingCompany Secretary for the financial year ended 31st March 2017 is annexed herewithfor your kind perusal and information.

COST AUDIT

Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Regulation 22of the Listing Obligations and Disclosure Requirement Regulations 2015 the company hasestablished Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee. Company hasformulated the present policy for establishing the vigil mechanism/ Whistle Blower Policyto safeguard the interest of its stakeholders Directors and employees to freelycommunicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSED ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition Prohibition& Redressal) Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (Permanentcontractual temporary trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and formspart of this report.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

DATE : 24.08.2017 FOR AND ON BEHALF
PLACE: AHMEDABAD OF BOARD
Sd/- Sd/-
HARIPRASAD KHETAN RAJUBHAI DESAI
DIN : 01228538 DIN : 03148402