To
The Members, Citizen Infoline Ltd.,
Your Directors have great pleasure in presenting the 29th ANNUAL REPORT
and the Audited Statement of Accounts of the Company for the year ended on 31st
March 2023.
FINANCIAL RESULTS: -
(` in lacs)
Particulars |
Amount for 2022-2023 ` |
Amount for 2021-2022` |
| Profit before Depreciation & Taxation |
0.92 |
(6.39) |
| Less: Depreciation |
Nil |
Nil |
| Less: Provision for Taxation |
Nil |
Nil |
| Exceptional Items |
Nil |
Nil |
| Net Profit after Tax |
0.92 |
(6.39) |
PERFORMANCE REVIEW: -
During the year, the company witnessed growth of 400% in its turnover. The Company has
earned profit during the year, as against the loss in the previous year. Your directors
expects a better performance the next year.
DIVIDEND:-
The dividend payout for the year under the review has been formulated by the company's
policy to pay substantial dividend linked to long-term performance, keeping in view the
company's need for capital for its growth plans and the intent to finance through internal
accruals to the maximum. Your directors have always wished to appreciate the trust and
faith of its members by paying them appropriate dividends. As the Company has not made
enough profit during the year, Directors of the Company do not recommend any dividend in
the current year.
PUBLIC DEPOSITS:-
During the year under review, the Company has not accepted any deposits from the public
within the meaning of Companies Act, 2013.
INSURANCE:
All the existing properties, including Building, are adequately insured.
DIRECTORATE: -
Under the provisions of Companies Act, 2013 Mr. Ravindra Jain and Mrs. Kasturi Jain
directors of the Company, who retires by rotation and being eligible, offer themselves for
re-appointment. Mr. Ravindra Jain and Mrs. Kasturi Jain have offered themselves for
re-appointment. Members are requested to approve their appointment.
SECRETARIAL STANDARDS: -
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly followed by the Company.
FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached
herewith to the report. The evaluation includes evaluation of board as a whole, individual
director and of every committee of the board. The evaluation framework for assessing the
performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the
following parameters: a. Directors bring an independent judgment on the Boards'
discussions utilizing his knowledge and experience, especially on issues related to
strategy, operational performance and risk management.
b. Directors contribute new ideas/insights on business issues raised by Management.
c.
Directors anticipate and facilitate deliberations on new issues that Management and the
Board should consider. d. The Board/Committee meetings are conducted in a manner
which facilitates open discussions and robust debate on all key items of the agenda.
e. The Board receives adequate and timely information to enable discussions/decision
making during Board Meetings. f. The Board addresses the interests of all stakeholders of
the Company. g. The Committee is delivering on the defined objectives. h. The Committee
has the right composition to deliver its objectives.
AUDITORS: -
M/s. Krutesh Patel & Associates, Chartered Accountants, Ahmedabad, Statutory
Auditors of the Company have been appointed for the period of five year as per the
provision of the Companies Act, 2013. His appointment has been effected from the
commencement of this Annual General Meeting until the Conclusion of 33rdAnnual
General Meeting. Hence, Members are requested to reconsider the reappointment of M/s.
Krutesh Patel & Associates, Chartered Accountants as statutory auditor of the company
for the period of Five years till the conclusion of the 33rdAnnual general
Meeting. The board has received letter from them to the effect that their re-appointment
if made will be within limits specified u/s 141(1)(g) of Companies Act, 2013.
AUDITORS' REPORT:
The observations made in the Auditors Report are self-explanatory and therefore, need
not require any further comments by the board of directors.
SECRETARIAL AUDIT REPORT
In under Section 204 of the Companies Act, 2013, the Board has appointed Ms. Jolly
Krutesh Patel, Practicing Company Secretary to conduct the Secretarial Audit for the year
2022-23. The Board attaches herewith secretarial audit report issued by Practicing Company
Secretary in Annexure A to this report. There are no remarks or comments in the said
report which requires clarifications by the board.
DIRECTORS' RESPONSIBILITY STATEMENT: -
Under the requirement under section 134(3)(c) of Companies Act 2013, concerning
Directors' Responsibility Statement, it is at this moment confirmed.
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; (b) the
directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and
loss of the company for that period; (c) the directors had taken proper and sufficient
care for the maintenance of adequate accounting records by the provisions of this Act for
safeguarding the assets 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; (e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and (f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF EMPLOYEES: -
During the year, there were no employees, within the organization, who received
remuneration exceeding Rs.60,00,000/- p.a. or if employed for part of the year drawing
remuneration of more than Rs. 5,00,000/- p.m. as prescribed.
RISK MANAGEMENT POLICY
The Risk management policy of the company has been discussed in detail in the
Management Discussion & Analysis Report, which forms part of this directors' report,
attached with the annual report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls concerning financial
statements. During the year, such controls were tested, and no reportable material
weaknesses in the design or operation were observed.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract/arrangement/
transaction with related parties which could be considered material by the policy of the
Company on the materiality of related party transactions.
CORPORATEGOVERNANCE:-
The Company has generally implemented the procedure and adopted practices in conformity
with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement
with the Stock Exchanges. The Management Discussion & Analysis and Corporate
Governance Report are made a part of the Annual Report. A Certificate from the Practicing
Company Secretaries regarding the compliance of the conditions of the Corporate Governance
is given in Annexure, which is attached hereto and forms part of Directors' Report.
NUMBER OF BOARD MEETINGS
During the year, the company had conducted a total of Eight board meetings. Notice for
them was given properly, and a due quorum was present at the above meetings. The dates of
the meetings are 01.04.2022, 17.05.2022, 06.08.2022, 14.10.2022, 30.01.2023 and
31.03.2023.
NOMINATION AND REMUNERATION COMMITTEE
The Board has formed a nomination and remuneration committee as required under section
178(1) of Companies Act, 2013. The company has disclosed policies as required under 178
(3) of Companies Act in its Corporate Governance Statement, forming part of directors'
report. The Same can be accessed on website of the Company www.citizeninfoline.com
AUDIT COMMITTEE
The Board has constituted Audit Committee as required under section 177(1) of Companies
Act, 2013. The Composition of the same has been disclosed in the Corporate Governance
report forming part of the directors' report. During the year, the Board has agreed to all
recommendations of the audit committee.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act. a) The issue of equity
shares with differential rights as to dividend, voting or otherwise. b) The issue of
shares (including sweat equity shares) to employees of the Company under any scheme save
and except ESOS referred to in this Report. c) Neither the Managing Director nor the
Whole-time Directors of the Company receive any remuneration or Commission from any of its
subsidiaries. d) No significant or material orders were passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review, there were no cases filed
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal )
Act, 2013.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The vigil mechanism has been disclosed in detail in the corporate governance policy of
the company which forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars relating to the above has been given to the Annexure C to Directors'
Report.
ACKNOWLEDGEMENT: -
Your Directors take this opportunity to acknowledge with gratitude for the trust
reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations
and Government Authorities. Directors of your Company specifically express their gratitude
to the Bankers, which has extended their full support to the Company. Further, Your
Directors also keenly appreciate the dedication & commitment of the Employees of the
Company.
For and on behalf of the Board of Directors
Place: Ahmedabad |
(Omprakash L Jain) |
(Ravindra O Jain) |
Date: 04 September 2023 |
Managing Director |
Director |
|
DIN: 00171365 |
DIN: 00412684 |
|