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Cityon Systems (India) Ltd.

BSE: 780013 Sector: Others
NSE: N.A. ISIN Code: INE324P01014
BSE 05:30 | 01 Jan Cityon Systems (India) Ltd
NSE 05:30 | 01 Jan Cityon Systems (India) Ltd

Cityon Systems (India) Ltd. (CITYONSYSTEMS) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 2020.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along withfigures for the previous year are as follows:

Amount in (Rs.)

PARTICULARS FINANCIAL YEAR ENDED
31.03.2019 31.03.2020
Total Revenue 4295175.31 26557028.66
Total Expenses 6612904.97 28393468.70
Profit/ (Loss) before Prior Period Items and (2317729.66) (1836440.04)
Tax (PBT)
Add: Prior Period Items 0.00 0.00
Profit/(Loss) before Tax (2317729.66) (1836440.04)
Less: Provision for taxation (including deferred tax) 3980.80 4282.48
Profit after Tax (PAT) (2321710.46) (1840722.52)
EPS (Basic) (0.14) (0.11)
Diluted (0.14) (0.11)

DEPOSITS:

The Company has not accepted any deposit from public/shareholders inaccordance with Section 73 & 76 of the Companies Act. 2013 and as such no amount onaccount of principal or interest on public deposits was outstanding on the date of theBalance Sheet.

DIVIDEND:

Due to loss incurred during the year the Board of Directors does notrecommend any dividend.COVID-19:

The novel corona virus outbreak in the last quarter of fiscal year 2020has significantly the revenue of the Company. We at Cityon Systems (India) Limited havebeen working on a safety first principle ensuring that our employees and businesspartners are safe and taking all necessary precautions to control the spread of Coronavirus. Affairs of the Company are being operated as per the local guidelines complyingwith the required social distancing and high hygiene standards. While this has adverselyimpacted the sales performance we continue to closely monitor the situation and takeappropriate action as necessary to scale up operations in due compliance with theapplicable regulations.

CHANGES IN SHARE CAPITAL:

During the year there has been no change in Share Capital.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans or guarantees and investments covered underthe provisions of Section 186 of the Companies Act 2013 have been disclosed in thefinancial statements.

STATE OF THE COMPANY'S AFFAIRS AND NATURE OF BUSINESS:

Your Directors are to report that the company's sale turnoverduring the year under review has decreased to Rs. 4295175.31 from Rs. 26557028.66during the previous financial year. There was loss of Rs. 2321710.46. Further there hasbeen no change in nature of business of the Company during the year.

TRANSFER TO RESERVES:

Due to loss incurred during the year no amount was transferred toReserve and Surplus Account during the year.

MATERIAL CHANGES AND COMMITEMENTS:

There have been no material changes and commitments during the year.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditorsis subject to provisions of the Companies Act 2013 and rules made thereunder. To maintainits objectivity and independence the Internal Audit function reports to the Chairman ofthe Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficiency andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

Mr. Mukesh Kumar (DIN: 06573251) retires by rotation and being eligibleoffers himself for re-appointment. Your Directors recommend his re-appointment.

On the recommendation of the Board of Directors the Members of theCompany at the Annual General Meeting held on September 26 2019 approved appointment of:

(a) Mr. Abhishek Tandon (DIN: 03530860) as Director of the Company whowas liable to retire at AGM and offered himself for re-appointment.

Declaration by the Independent Directors of the Company:

Your Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and underRegulation 16 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and there has been no change in thecircumstances from last Financial Year which may affect their status as IndependentDirector during the year.

As required under Regulation 36 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the particularsof the Directors proposed for appointment/re-appointment has been given in the Notice ofthe Annual General Meeting.

Key Managerial Personnel:

There have been changes in Key Managerial Personnel(s) during thefinancial year 2018- 19 Details are given as under:

Name Designation Date of Appointment Date of Resignation
1 Mr. Mukesh Kumar Managing Director 04/07/2018 Continuing
2 Mr. Ashok Kumar Sharma Chief Financial Officer 02/02/2015 Continuing
3 Ms. Radhika Jhunjhunwala Company Secretary cum Compliance Officer 25/01/2020 Continuing

Board Evaluation:

The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theCompanies Act 2013 read with rules made thereunder and under Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes information and functioning etc.

The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of independent Directors performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed by themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability state the following:

a. That in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

b. That directors have selected such accounting policies and appliedconsistently and judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the loss of the Company for that period;

c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the annual accounts on a going concernbasis;

e. The Directors have laid down such internal financial controls thatare adequate and operating effectively;

f. The Directors have devised systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS & AUDITOR'S REPORT:

The Members of the Company at their Annual General Meeting held onSeptember 29 2017 approved appointment of M/s Rajani Mukesh & Associates CharteredAccountants (ICAI Firm Registration No. 004072C) as Statutory Auditor of the Company tohold office as Statutory Auditor for 5 (five) years till the conclusion of Annual GeneralMeeting of the Company to be held in the year 2022 subject to ratification at each andevery intervening Annual General Meeting of the Company.

Since the requirement of ratification of Statutory Auditor is no moreapplicable for the Company therefore ratification of Statutory Auditor has not beentaken into consideration.

The auditor's report does not contain any qualificationsreservations or adverse remarks and Notes to the financial statements referred in theAuditors Report are self-explanatory and therefore do not call for any comments underSection 134 of the Companies Act 2013.

SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made thereunder the Company had appointed Ms. Neha Jain Practising CompanySecretary Kanpur to undertake the Secretarial Audit of the Company for the Financial Year2019- 20. The Secretarial Audit Report for financial year 2018-19 is annexed which formspart of this report as Annexure-A. The Board discussed remark raised by SecretarialAuditor in her report and noted that due to Lockdown on account of Covid-19 the annualmaintenance of website of the Company could not be done on time henceforth all thecontents of the website could not be verified by the Auditor thus she has given thisremark and later on after updating/maintenance of the website of the Company she hasfound it proper and according to provisions of the Act and SEBI Regulations

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of thebusiness. Further there were no materially significant with the related partytransactions during the year made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons. Since there were no materialcontracts/arrangements made during the year and all such contracts/arrangements were madein ordinary course of business and at arm's length basis and details of suchtransactions have been given in financial statements of the Company and this fact has beenmentioned in attached Annexure-B in FORM AOC- 2.

Details of all such contracts/arrangements are available for inspectionat the Registered Office of the Company till ensuing Annual General Meeting and if anymember is interested in inspecting the same such member may write to the CompanySecretary in advance.

CODE OF CONDUCT:

All the Members of the Board and all the employees of the Company havefollowed the policy of Code of Conduct in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website www.cityonsystems.in.

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no Subsidiaries Joint Ventures or Associate Companies.

DISCLOSURES:

Audit Committee:

The Audit Committee comprises of Independent Directors namely Mrs.Kavita Awasthi Mr. Gaya Prasad Gupta Mr. Anoop Srivastava and Mr. Mukesh Kumar asExecutive Director of the Company.

The Audit Committee played an important role during the year. Itcoordinated with the Statutory Auditors Internal Auditors and other key ManagerialPersonnel of the Company and has rendered guidance in the areas of internal audit andcontrol finance and accounts.

All the recommendations made by the Audit Committee were accepted bythe Board. Four meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee:

The Committee has met four times during the year the Committeeoverlook the usual requests received for Dematerialization transfer/transmission ofshares and resolved or answered the complaints of members.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee recommends to the Board thesuitability of candidates for appointment as Key Managerial Personnel Directors and theremuneration packages payable to them and other employees. The Nomination and Remunerationmet four times during the year.Vigil Mechanism / Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has established a vigil mechanism to be knownas the ‘Whistle Blower Policy' for its Directors and employees to reportinstances of unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct. The aim of the policy is to provide adequate safeguardsagainst victimization of whistle blower who avails of the mechanism and also providedirect access to the Chairman of the Audit Committee in appropriate or exceptionalcases.Accordingly ‘Whistle Blower Policy' has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the Ethics.

The purpose of this policy is to provide a framework to promoteresponsible and secure whistle blowing. It protects employees willing to raise a concernabout serious irregularities within the Company.

Number of Meetings of the Board:

Nine meetings of the Board were held during the year. For details ofthe meetings of the board please refer to the corporate governance report which formspart of this report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company. The Board is responsible for implementation of theCode. All Board Directors and the designated employees have confirmed compliance with theCode.

Business Risk Management:

The main identified risks at the Company are business operating risks.Your Company has established a comprehensive business risk management policy to ensure therisk to the Company's continued existence as a going concern and to its developmentare identified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is implemented by the Company Management.

Corporate Social Responsibility Statement:

Provisions relating the Corporate Social Responsibility are notapplicable on the Company.

Information Pursuant to Section 134 (3) of the Companies Act 2013:

The information required pursuant to Section 197 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the CompanySecretary in advance.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in FormMGT-9 are annexed to this Report as Annexure-C.

Independent Directors Meeting:

The Independent Directors met on 13th March 2020 withoutthe attendance of Non- Independent Directors and members of the Management. TheIndependent Directors reviewed the performance of non-independent directors and the Boardas a whole; the performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

Energy Conservation Technology Absorption Foreign Exchange Earningsand Outgo:

The information required under Section 134(3)(M) of the Companies Act2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 is as under:-

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken: The Company has taken allmeasures for conservation of energy most economically.

b) The steps taken by the Company for utilizing alternate source ofenergy:- No such steps have been taken by the Company.

c) The capital Investments on energy conservation equipments: - No suchinvestment has been made by the Company

d) Impact of measures at (a) above for energy conservation: -Thesemeasures have led to consumption of energy more economically.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence theinformation under this heading is not applicable to the Company

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year there were no Foreign Exchange earnings and outgo.

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance compliance and ManagementDiscussion and Analysis as required under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 which forms part of this AnnualReport along with the Certificate from Statutory Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated in Chapter IV of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In compliance with Corporate Governance requirements your Company hasformulated and implemented a Code of Business Conduct and Ethics for all Board members andsenior management personnel of the Company who have affirmed the compliance thereto.

Details of significant and material orders passed by the Regulators orCourts or Tribunals impacting the going concern status and company's operations infuture:

There were no such order passed by the Regulations or Courts orTribunals which may impact the going concern status and company's operations infuture.

Disclosure under Sexual Harassment of Women:

The Company has Sexual Harassment Policy in place and available on theCompany's website www.cityonsystems.in. During the year under review there were nocomplaints from any of the employee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 IF ANY: NIL/NOT APPLICABLE

MAINTENANCE OF COST RECORDS BY THE COMPANY:

The provision realting to maintenance of Cost Records by the Company isnot applicable on the Company.

ACKNOWLEDGEMENTS:

Your directors take this opportunity to extend their thanks to thecustomers business partners business associates and bankers of the Company for theircontinued support during the year. The directors also sincerely acknowledge the dedicationand commitment of the employees of the company at all levels.

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