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CLIO Infotech Ltd.

BSE: 530839 Sector: IT
NSE: N.A. ISIN Code: INE011B01017
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OPEN 1.80
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VOLUME 150
52-Week high 2.31
52-Week low 1.75
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CLIO Infotech Ltd. (CLIOINFOTECH) - Director Report

Company director report

For the Financial Year Ended on 31st March 2018

Dear Shareholders

Your Directors have great pleasure in presenting the 26th Annual Reporttogether with the Audited Balance Sheet as at 31st March 2018 and Profit & LossAccount for the year ended on that date.

1. FINANCIAL STATEMENTS & RESULTS: a. Financial Results

The Company's performance during the year ended 31st March 2018 as compared to theprevious financial year is summarized below:

(Amount in Rs.)
Particular For the financial year ended 31st March 2018 For the financial year ended 31st March 2017
Income 1614497 1917055
Less: Expenses 3342676 2060987
Less: Depreciation and amortization expenses -- --
Less: Finance Costs -- --
Profit/ (Loss) before tax (1728179) (143932)
Less: Provision for tax/Deferred Tax 221055 5952
Income Tax & Tax of years w/off - -
Exception Income - -
Exception expenditure - -
Profit / (Loss) after Tax (1949234) (149884)
No. of Equity Shares 11010950 11010950
EPS (0.18) (0.01)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 1614497/-(previous year Rs. 1917055) down by 15.78%. During the year the Company had a net lossof Rs. 1949234/- as against (previous year net loss of Rs. 149884/-). Net lossincreased during the year.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2017-18and Company Share Capital as on 31.03.2018 stood at Rs. 110109500/-.

DIVIDEND:

In order to conserve the resources for future business requirements your Directors donot recommend dividend for the year under review.

TRANSFER TO RESERVES:

Your Company proposes to transfer Rs. 11672301/- to the General Reserves out of theamount available for appropriation.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has appointed M/s. VKM& Associates Practicing Company Secretaries to conduct Secretarial Audit of theCompany. The Report of the Secretarial Audit in Form MR-3 for the financial year endedMarch 31 2018 is enclosed as Annexure- 5 to this Report. The Secretarial Audit Reportcontains adverse remarks as follow: a) Company during the year under review has notappointedWhole-Time Chief Financial Officer ("CFO") under employment of thecompany as required under section 203 of the Companies Act 2013.

Management Comment: Company has appointed Ms. Kinjal Ghone with effect from 01stSeptember 2018 as Whole Time Chief Financial Officer under section 203 of the CompaniesAct 2013.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Suresh Bafna (Din No. 01569163) Director of the Company liable to retire byrotation will be retiring at the ensuing Annual General Meeting. He is eligible forreappointment at the ensuing Annual General Meeting and has offered himself forreappointment.

Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 36 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in the Noticeconvening 26th Annual General Meeting.

The Company has formulated code of conduct on appointment of directors and seniormanagement. This code of conduct can be accessed on the website of the Company at the linkhttps://www.clioinfotech.com/Final/Code%20of%20Conduct%20for%20Director%20and%20Senior%20Management.pdf

Your Board Recommends the appointment of Mr. Devendra Sanghvi as Independent- NonExecutive director and Ms. Kinjal Ashok Ghone as Chief financial officer with effect from1st September 2018 both respectively and Resignation of Mr. Deepak Doshi witheffect from 01st September 2018. Additional Information on directorsrecommended for appointment/reappointment is given in the Notice convening 26thAnnual General Meeting.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Policy Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions entered duringthe year by your Company as per Section 188 of the Companies Act 2013 which requireapproval of the member. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 forms part of FinancialStatement.

The Policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the website of theCompany at the linkhttps://www.clioinfotech/Final/related%20party%20transaction%20policy.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantee or investment under Section 186 of the Companies Act2013 forms part of Notes to the Financial Statements provided in this Annual Report.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and businessstrategies. The notice of Board meeting is given well in advance to all the Directors ofthe Company. Usually meetings of the Board are held in the registered office of theCompany. The agenda of the Board / Committee meetings is circulated 7 days prior to thedate of the meeting.

The Board met 7(Seven) times i.e 30th May 2017 23rd August 20174th September 2017 14th September 2017 14th December2017 15th January 2018 14th February 2018 during the year thedetails of which are given in the Report on Corporate Governance. The intervening gapbetween the two consecutive meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such a

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee's effectiveness

viii. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Ability to contribute to and monitor our corporate governance practices

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe Company under sub-section (7) of Section 149 of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of the

Companies Act 2013 and Regulation 25 of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations2015. The composition of the Audit Committee is given in Report on Corporate Governancewhich is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

VIGIL MECHANISH / WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behavior actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in the exceptionalcases. The details of the Vigil mechanism Policy is explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2017-2018 no employee or director was denied access to the Audit Committee(https://www.clioinfotech.com/Final/WHISTLE%20BLOWER%20POLICY.pdf)

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.(https://www.clioinfotech.com/Final/Code%20of%20Conduct%20for%20Director%20and%20Senior%20Management.pdf)

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have 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 of the company for that period;

c. the directors have 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 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 were operatingeffectively; and

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

STATUTORY AUDITORS:

At the 22nd Annual General Meeting of the Company held on 30thSeptember 2014 M/s. Kriplani Milani & Co. Chartered Accountants Mumbai (havingFRN: 130461W) were appointed as Statutory Auditors of the Company to hold office upto theconclusion of 27th Annual General Meeting.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 26th AGM.

The Auditor's Report for the year ended 31st March 2018 does not contain anyqualification reservation or adverse remark. Pursuant to provisions of Section 143(12) ofthe Companies Act 2013 the Statutory Auditors have not reported any incident of fraud tothe Audit Committee during the year under review. The Auditor's Report is enclosed withFinancial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has appointed M/s. Dhruvaprakash & Co Chartered Accountants (FRN.:117674W) as its Internal Auditor. The Internal Auditor has given his reports on quarterlybasis to the Audit Committee.

Based on the report of internal audit management undertakes corrective action in therespective areas and strengthens the levels of Internal Financial and other operationalcontrols.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.

Your Company's approach on Corporate Governance has been detailed out in the CorporateGovernance Report. Your Company has deployed the principles enunciated therein to ensureadequacy of Internal Financial Controls with reference to the financial statements. YourBoard has also reviewed the internal processes systems and the internal financialcontrols and the Directors' Responsibility Statement contains a confirmation as regardsadequacy of the internal financial controls.

With a view to ensure and review the effectiveness and implementation of the systemsand operations the Audit Committee regularly reviews them. The Internal Auditors andStatutory Auditors regularly attend Audit Committee meetings and convey their views on theadequacy of internal control systems as well as financial disclosures. The Audit Committeeis briefed about the corrective actions taken by the management on the audit observations.The Audit scope is regularly reviewed by the Audit Committee for enhancement/ modificationof scope and coverage of specific areas.

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 forms part of this Report and annexed as Annexure -1.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2018-2019 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance is about maximizing shareholders value legally ethically andsustainability. At Clio Infotech Limited the goal of Corporate Governance is to ensurefairness for every stakeholder. We believe Corporate Governance is critical to enhance andretain investor trust. Our Board exercises its judiciary responsibilities in the widestsense of the term. We also endeavor to enhance long-term shareholder value and respectminority rights in all our business decisions.

The following have been made a part of the Annual Report:

• Management Discussion and Analysis Report

• Report on Corporate Governance

• Certificate regarding compliance of conditions of Corporate Governance

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Associate or Joint Venture Company.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

The policy can be accessed on the website of the Company at the linkhttps://www.clioinfotech.com/Final/SEXUAL%20HARRASMENT%20POLICY.pdf

SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India and approved by the Central Government.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has not developed and implemented any Corporate SocialResponsibility initiatives.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial personnel Rules 2014 details of the ratio ofremuneration of each Director to the median employee's remuneration are appended to thisreport as Annexure 4.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

PARTICULARS OF CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy intensively. However the Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment – Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board also places on record itsappreciation for the continued cooperation and support received by your Company during theyear from investors bankers financial institutions customers business partners allregulatory and government authorities and other stakeholders

By Order of the Board

For Clio Infotech Limited

Suresh Babulal Bafna

Chairman

DIN: 01569163

Date: 01st September 2018

Place: Mumbai