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Cityman Ltd.

BSE: 521210 Sector: Industrials
NSE: N.A. ISIN Code: INE117C01010
BSE 00:00 | 30 Sep 6.67 0.31
(4.87%)
OPEN

6.67

HIGH

6.67

LOW

6.10

NSE 05:30 | 01 Jan Cityman Ltd
OPEN 6.67
PREVIOUS CLOSE 6.36
VOLUME 4136
52-Week high 10.20
52-Week low 3.42
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.67
CLOSE 6.36
VOLUME 4136
52-Week high 10.20
52-Week low 3.42
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cityman Ltd. (CITYMAN) - Director Report

Company director report

Your Directors have pleasure in presenting the 29"Annual Report together withaudited statement of accounts for the year ended 31st March 2021

WORKING RESULTS

(Amount in Rs)

Particulars 31.03.2021 31.03.2020
Sales
Total Income
Profit before Interest Depreciation Tax Items (2200991) (3278077)
Finance Cost
Depreciation and Amortization Expenses
Profit(Loss) before Tax (2200991) (3278077)
Provision for Tax
Profit (loss) after Tax (2200991) (3278077)
Surplus Balance brought forward (257767787) (254489710)
Surplus Balance carried to Balance Sheet (259968778) (257767787)
Dividend NIL NIL

STATE OF AFFAIRS AND FUTURE PLANS

During the year under review due to many factors beyond the control of the managementcompany could not generate any profits.

DIRECTORS AND BOARD MEETING :

As on March 312021 the Board consists of five directors out of which three areindependent directors and 2 promoter/ executive directors

In accordance with the provisions of the Act .Santhosh Joseph Karimattom and JulianSanthosh retire at the ensuing Annual General Meeting and being eligible offer themselvesfor reappointment. The Board of Directors on the recommendation of the Nomination andRemuneration Committee has recommended their re-appointment.

At the Last Annual General Meeting held in the financial year 2020 members approvedthe reappointment of Santhosh Joseph Karimattom as Managing Director for a period of fiveyears to hold office from 31st March 2020 till 30th March 2025.

DIRECTORS RESPONSIBILITY STATEMENT

Directors hereby affirm that:

a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312021 and of the loss ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

SUSTAINABILITY REPORTING

Even though your Company is fundamentally committed to sustainable business and fullystands for the principles of National Voluntary Guidelines on Social and Responsibilitiesof Business since the operations were scanty no such reporting is being done.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI"). The Company has also implemented several bestgovernance practices. The report on Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report. Certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance

BUSINESS RESPONSIBILITY REPORT

The clause Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport of the Company for the year ended 31st March 2019 is not applicable to the Company

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited Mumbai

POLICY ON DIRECTOR'S KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has only three employees at present. The compensation is linked to thenature of job skill and knowledge required to perform the given job in order to achieveCompany's overall directive.

The Board has remuneration policy in line with applicable rules and regulations andcan be viewed on line at www.citvman.in. But its scope was very limited during theyear under review because the company has only very limited employees . None of thedirectors including Managing Director was paid any remuneration . KMPs include CompanySecretary and Chief Financial Officer.

DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITHRULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

The information required under section 197 (12)of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

(1) (i) the ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year;

The Directors are not paid any remuneration and so the ratio is not applicable

(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year; Thereis no increase in remuneration of CFO and CS and directors are not paid any remuneration

(iii) the percentage increase in the median remuneration of employees in the financialyear; NIL

(iv) the number of permanent employees on the rolls of company : Three

(v) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

Not Applicable because there was no increase in the remuneration of employees andmanagerial remuneration.

(vi) the key parameters for any variable component of remuneration availed by thedirectors :

Not applicable because directors are not paid any remuneration

(vii We hereby affirm that the remuneration is as per the remuneration policy of thecompany.

2) (a)Name of every employees of the Company who-

(i) If employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh; NIL

(ii) If employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than 8.5 lakhrupees per month; NIL

(iii) If employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two per cent of the equity shares of the company. NIL

AUDITORS

M/s NSVM & Associates Chartered Accountants (Firm Registration Number 010072S) whoare the Statutory

Auditors of the Company have been appointed to hold office until the conclusion of theThirtieth Annual General

Meeting to be held in the year 2022.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO

• Energy Conservation

Steps taken or impact on conservation of energy Company's activities does not consume huge quantity of energy
Steps taken to utilize alternate source of energy Not applicable because not much energy is used for operation
Capital investment in energy conservation equipment NIL

• Technology Absorption:

Effort made towards absorption of technology NA
Benefit derived like product improvement cost reduction product development or import substitution NIL
In the case of imported technology: NA
a) The details of technology imported
b) Year of Import
c) Whether technology has been absorbed:
d) If not areas where absorption has taken place and reasons there of

• Foreign Exchange Earnings & Outgo

Particulars Amount(in Rs) for the current year Amount (in Rs) for the last year
Earnings nil nil
Outgo nil nil

• Other Disclosures

1. Annual Return relating to Financial Year to which the Boards' is available in thecompany web site at www.citvman.in (http://citvman.in/mgt-7.pdf)

2. There is no material changes / commitments affecting the financial position of thecompany occurring after the balance sheet date.

3. Even though the activities of the Company were very little and scope ofimplementation very limited during the year under review the Company has a structuredGroup Risk Management Framework designed to identify assess and mitigate risksappropriately. The Risk Management Committee has been entrusted with the responsibility toassist the Board in:

a) Overseeing and approving the Company's enterprise-wide risk management framework;and

b) Ensuring that all material Strategic and Commercial including Cyber security Safetyand Operations Compliance Control and Financial risks have been identified and assessedand adequate risk mitigations are in place to address these risks.

4. Internal Financial Controls are an integral part of the Group Risk Managementframework and processes that address financial as well as financial reporting risks. Thekey internal financial controls have been documented automated wherever possible andembedded in the respective business processes. Assurance to the Board on the effectivenessof internal financial controls is obtained through 3 Lines of Defense which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Internal Audit function. TheCompany believes that these systems provide reasonable assurance that the Company'sinternal financial controls are adequate and effective.

Even though proper system has been incorporated the scope of such controls was veryminimum during the year under review due to very low or almost zero level of activity

5. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies( ShareCapital and Debenture )Rules 2014 : Not Applicable

6. No loan / guarantee or financial assistance were given .The company has not made aprovision of money for the purchase of or subscription for shares in the company.

7. Company does not have any subsidiary or associate companies or joint ventures .

8. The rules regarding Corporate Social Responsibility are not applicable to thecompany.

9. During the year the operations of the company were meager. But Vigil Mechanismcommensurate with the size and operations of the Company have been implemented. TheCompany has adopted a policy to provide a formal vigil mechanism to the Directors andemployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The Policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairperson of the Audit Committee. It is affirmed thatno personnel of the Company has been denied access to the Audit Committee. The Board haspursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and the Listing Regulationsframed ‘Whistle Blower Policy and Vigil Mechanism.

10. Company has not taken any deposit from public

11. There is no change in the nature of business of the Company

12. No orders were passed by the regulators Courts Tribunals impacting the goingconcern status and Company's operations in future.

13. There has been no significant material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear and the date of this report

14. During the year under review D.E.Chandrasekaran who was the Company Secretaryresigned and Mr. Nurani Neelakantan Krishnan was appointed as Company Secretary. There areno other changes among Key Managerial personals during the year under review.

15. Company has not issued any issued any equity shares with differential rights/ sweatequity/ employee stock options plans.

16. Company has not bought back any shares.

17. The remarks of Statutory auditors and Secretarial Auditor are self-explanatory anddoes not require any clarifications.

18. Company has not given any loans /guarantees or investments under section 186 of theCompanies Act.

19. There was no related party transactions as per Section 188 of the Act.

20. Company does not have any women employee The Company has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at the Workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

21. The Board of Directors of the Company had appointed Mr. Krishnan Potty JayarajCompany Secretary in Practice to undertake the Secretarial Audit of the Company for theyear ended 31st March 2021. The Secretarial Audit Report is given as Annexure and formspart of this report

22. The company has implemented a policy to undertake formal annual evaluation of theperformance of directors / committees and individual directors . Since the activity andperformance of the company was very minimal in all fronts the scope of such evaluationwas very limited . The evaluation is being done as per the LODR.

23. The composition and other details of audit committee and details of Board Meetingare reported in Corporate Governance Report which is given as annexure and forms part ofthis report . The Board has accepted all the recommendations of the audit committee.

24. The audit report of the company does not contain any adverse qualifications or anycomment on fraud.

25. The rules regarding maintenance of cost records is not applicable to the company ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operationand support received from all.

Place: Bengalure By Order of the Board
Date: 29th June2021 Santhosh joseph Karimattom Chairman & Managing Director
Julian Santhosh
Director

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