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City Online Services Ltd.

BSE: 538674 Sector: Others
NSE: N.A. ISIN Code: INE158C01014
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NSE 05:30 | 01 Jan City Online Services Ltd
OPEN 4.32
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VOLUME 4
52-Week high 5.23
52-Week low 4.32
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.54
Buy Qty 500.00
Sell Price 4.32
Sell Qty 494.00
OPEN 4.32
CLOSE 4.32
VOLUME 4
52-Week high 5.23
52-Week low 4.32
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.54
Buy Qty 500.00
Sell Price 4.32
Sell Qty 494.00

City Online Services Ltd. (CITYONLINESER) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting before you the 19th Boards' Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2018 has been as under:

(Rs. In Lakhs)
Particular 2017-18 2016-2017
Total Income 1661.81 1774.78
Total Expenditure 1695.58 1757.19
Profit/ Loss Before Tax (33.77) 17.59
Provision for Tax 15.83 (2.26)
Profit/Loss after Tax (49.60) 19.85
Transfer to General Reserves -
Profit available for appropriation (49.60) 19.85
Provision for Proposed Dividend -
Provision for Dividend Tax -
Balance Carried to Balance Sheet (49.60) 19.85

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Board's Report. (i.e. 14.08.2018)

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. DIVIDEND:

The Directors have not recommended dividend for the year.

5. RESERVES:

The Company has not carried any amount to the reserves.

6. BOARD MEETINGS:

The Board of Directors duly met 6 (Six) times on 30.05.2017 14.08.2017 14.09.201730.10.2017 13.11.2017 and 13.02.2018 and in respect of which meetings proper noticeswere given and the proceedings were properly recorded and signed in the Minutes Bookmaintained for the purpose.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declarations from Mr. M. Nageswara Rao Mr. Thomos P.Nicodemus and Mr. V Satyanarayana Independent directors of the company to the effect thatthey are meeting the criteria of independence as provided in Sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015.

8. DIRECTORS OR KMP APPOINTED RE-APPOINTED OR RESIGNED.

As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/ re-appointment and Directors resigningare given as under:-:

No Directors or Key Managerial Personnels have appointed or resigned during the year.

Name of the Director Mrs. Suryadevara Nagadurga (Reappointment)

Date of Birth 01.02.1964

Qualification Intermediate

Expertise in specific functional areas Administration

Names of listed entities in which the person also holds the NIL directorship and themembership of Committees of the board

No. of Shares held in the Company 40000

Inter se relationship with any Director Wife of Mr. S. Raghava Rao Chairman &Managing Director of the Company

FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis.

The familiarisation programme for Independent Directors is disclosed on the Company'swebsite www.cityonlines.com.

9. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of thefollowing:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as postaudit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report includingquarterly/half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transactions

• Reviewing the company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 27.09.2017 andChairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

The Company has complied with all the requirements of Regulation 27 of SEBI (LODR)Regulations 2015 relating to the composition of the Audit Committee.

During the financial year 2017-18 (4) four meetings of the Audit Committee were heldon the 30.05.2017 14.09.2017 13.11.2017 13.02.2018.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
M. Nageswara Rao Chairman NED(I) 4 4
Thomos P. Nicodemus Member NED(I) 4 4
R. Krishna Mohan Member ED 4 4

NED (I): Non-Executive Independent Director

ED: Executive Director

V. NOMINATION & REMUNERATION COMMITTEE

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

To take into account the financial position of the Company trend in the industryappointee's qualification experience past performance past remuneration etc.

To bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

The details of the remuneration paid to whole time directors are mentioned in thefinancial statements.

During the year the committee met on 13.02.2018.

The details of composition of the Committee are given below:

Name Designation Category No of Meetings held No of Meetings attended
Thomos P. Nicodemus Chairman NED(1) 1 1
M. Nageswara Rao Member NED(1) 1 1
S. Naga Durga Member NED 1 1

NED (I): Non Executive Independent Director

NED: Non Executive Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constitutedin accordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section(6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI(Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

2.3 Other Directorships/Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

2. Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act 2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retirement benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof..

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. M. Nageswara Rao Chairman NED(1)
Mr. Thomos P. Nicodemus Member NED(1)
Mr. R. Krishna Mohan Member ED

NED (I): Non Executive Independent Director ED: Executive Director B)Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares nonreceipt of Annual Reports non-receipt of declareddividend and other allied complaints.

• To approve transfer transmission and issue of duplicate/fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called corp@cityonlines.com forcomplaints/grievances.

10. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm 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 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.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THESUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

M/s City Online Digital Private Limited and M/s City Online Media Private Limited arewholly owned subsidiaries of the Company and has recorded an income of Rs. 11.34 lacs anda Loss of Rs. 22.99 lacs and Income of Rs. 12.33 lacs and incurred a loss of Rs. 6.00 lacsrespectively.

13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

Nil

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 annexed as a part of this Annual Report

15. STATUTORY AUDITORS:

The members of the company in accordance with section 139 of the Companies Act 2013had passed a resolution for appointment of M/s. Seshachalam & Co as StatutoryAuditors of the company for a period of 5 years in the AGM held on 29.09.2014 to holdoffice up to the conclusion of 20th Annual General Meeting of the companysubject to ratification as per the provisions of Companies Act 2013.

However pursuant to notification from the MCA dated 07.05.2018 ratification ofappointment of statutory auditors at every Annual General Meeting has been omitted.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by Mr. Vivek Surana Practicing CompanySecretary is annexed to this Report as an annexure.

18. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made:-

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 312018 on the Compliances according to the provisions of section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

20. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review. Further there are no deposits which are notin compliance with the requirements of Chapter V of the Companies Act 2013.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations in future.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

23. INSURANCE:

The properties and assets of your Company are adequately insured.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans Guarantees or made any investments attracting theprovisions of Section 186 of the Companies Act 2013 during the year under review.

25. CREDIT & GUARANTEE FACILITIES:

The details of the loan taken by the Company is given in the financial statements.

26. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

27. RELATED PARTY TRANSACTIONS:

During the year under review the Company had not entered in to any materiallysignificant transaction with any related party that may have potential conflict with theinterests of the Company at large. All the related party transactions during the year arein the ordinary course of business and on arms length basis.

Transactions with the Related Parties as required under Accounting Standard-18 aredisclosed in Note No.34 of the standalone financial statements forming part of this AnnualReport.

28. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

29. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE:

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as annexure.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr. S. Raghava Rao Chairman &Managing Director of the Company to the median remuneration of the employees is 9:1 and ofMr. R. Krishna Mohan WholeTime director & CFO and Mr. Ch. Harinath WholetimeDirector of the Company is 8.50:1.

31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as envisaged in SEBI (LODR)Regulations2015 is Not Applicable.

32. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

33. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent/Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

34. MD/ CFO Certification

The Managing Director and CFO certification of the financial statements for the year2017-18 is annexed in this Annual Report.

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing a remuneration of Rs. 10200000/- and above perannum or Rs.850000/- and above in aggregate per month the limits prescribed underSection 197 of the Companies Act 2013 read with rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

36. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfilment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors/CommitteeMembers wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfilment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedbackreceived from all the Directors.

iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarising the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up. During the year under report the recommendations made in theprevious year were satisfactorily implemented.

The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. Thefollowing is the summary of sexual harassment complaints received and disposed during thecalendar year.

• No. of Complaints at the begining of the year : Nil

• No. of complaints received : Nil

• No. of complaints disposed off : Nil

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company ROCSEBI BSE NSDL CDSL etc. for their continued support for the growth of the Company.

For and on behalf of the Board

City Online Services Limited

Sd/- Sd/-
Place: Hyderabad R. Krishna Mohan S. Raghava Rao
Date: 14.08.2018 Whole-Time Director & CFO Chairman & Managing Director
(DIN: 01678152) (DIN: 01441612)