To
The Members
Your Directors have pleasure in presenting the 33rd Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2025.
FINANCIAL SUMMARY
(Amt. in Lakhs)
| PARTICULARS |
YEAR ENDED 31.03.2025 |
YEAR ENDED 31.03.2024 |
| Revenue |
36.48 |
38.60 |
| Other Income |
0 |
0.01 |
| Total Income |
36.48 |
38.61 |
| Total Expenditure |
32.82 |
35.03 |
| Profit Before Tax |
3.65 |
3.57 |
| Exceptional Items |
0 |
0 |
| Tax Expenditure |
0.92 |
0.90 |
| Net Profit / (Loss) |
2.73 |
2.67 |
COMPANY PERFORMANCE:
During the financial year under review, your Company has achieved Total income of Rs.
36.48 Lakhs as against the previous year Income of Rs. 38.60 Lakhs and recorded Net Profit
of Rs. Lakhs 2.73 for financial year 2024-25 when compared to a Net Profit of Rs. 2.67
Lakhs/- during the previous year.
SHARE CAPITAL:
The Paid Up equity share capital of the Company as on 31st March, 2025, is Rs.
3,10,00,000/ During the year under review, the Company has not issued shares with
Differential Voting Rights, Sweat Equity Shares or Employee Stock Options, not bought back
any of its securities, not issued any Preference shares/Debentures.
The Authorized Share Capital of the Company as on March 31, 2025, is Rs.3,20,00,000/-
(Rupees Three Crores Twenty Lakhs only) divided into 32,00,000 (Thirty Two Lakhs Only)
Equity Shares of Rs.10/-(Rupees Ten Only) each.
The Paid-up Share Capital of the Company as on March 31, 2025, is Rs.
3,10,00,000/-(Rupees Three Crores Ten Lakhs) divided into 31,00,000 (Thirty-One Lakhs)
equity shares of Rs.10/- (Rupees Ten Only) each fully paid up.
l There is no change in share capital:
l The company has not bought back any of its securities. l The Company has
not issued any Sweat Equity Shares.
l No Bonus shares were issued during the year. l Company has not issued any
Preference shares/Debentures.
l Has not provided any Stock Option Scheme
TRANSFER OF AMOUNT TO GENERAL RESERVE:
The Board of Directors do not propose to transfer any amount to the General Reserve for
the Financial Year ended March 31, 2025.
DIVIDEND:
Your Directors do not recommend any Dividend for the financial year 2024-2025 as the
Company has incurred loss from the business operations.
LISTING OF EQUITY SHARES
The equity shares of the Company are listed on the trading platform of BSE Limited, a
recognized stock exchange having a nationwide trading terminal.
SUBSIDIARIES:
The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31st
March, 2025.
VARIATIONS IN NETWORTH:
The Standalone Net worth of the Company for the Financial Year ended March 31, 2025, is
Rs. 313.44 Lakhs as compared to Rs. 310.71 Lakhs for the previous financial year ended
March 31, 2024.
DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisions
of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 from the its member and public during the Financial Year.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the FY 2024-25.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
BOARD MEETINGS:
During the year under review, 5 Board Meetings were held on as follows.
| 24.05.2024 |
10.08.2024 |
05.09.2024 |
11.11.2024 |
12.02.2025 |
The maximum time-gap between any two consecutive meetings was within the period
prescribed under the Companies Act, 2013.
All the Directors attended all the meetings.
BOARD EVALUATION:
The Board of Directors evaluated the annual performance of the Board as a whole, its
committee's and the directors individually in accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in the following manner: i.
Structured evaluation forms, as recommended by the Nomination and Remuneration Committee,
after taking into consideration inputs received from the Directors, covering various
aspects of the Board's functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations
and governance, for evaluation of the performance of the Board, its Committee's and each
director were circulated to all the members of the Board along with the agenda papers.
ii. The members of the Board were requested to evaluate by filling the evaluation forms
and the duly filled in evaluation forms were required to be sent to the Company Secretary
in a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors, the Board initiated a detailed
discussion at the concerned meeting on the performance of the Board / Committee/Individual
Director, and formulated a final collective evaluation of the Board. The Board also
provided an individual feedback to the concerned director on areas of improvement, if any.
A separate meeting of Independent Directors was held on 12th February 2025 to evaluate
the performance evaluation of the Chairman, the Non-Independent Directors, the Board and
flow of information from management.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, as required under the Listing Regulations,
forms an integral part of this Report.
DIRECTOR'S:
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Dhanushree Guddep (DIN: 07594487) retires by rotation at
the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
APPOINTMENT/ RE-APPOINTMENT:
During the Financial Year 2024-2025, there were No Appointments and Re-appointments.
KEY MANAGERIAL PERSONNEL:
During the Financial Year, there are no changes in the List of Key Managerial
Personnel.
BOARD COMMITTEES AND THEIR COMPOSITION:
We have in place all the Committees of the Board which are required to be constituted
under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report.
The Present Composition of various Committees of the Board is hereunder:
| Audit Committee |
|
| Smt. Himabindu Ramavath - |
Chairman |
| Mr. Yetukuri Mallikarjunrao - |
Member |
| Smt. Dhanushree Guddep - |
Member |
| Nomination and Remuneration Committee |
|
| Smt. Himabindu Ramavath - |
Chairman |
| Mr. Yetukuri Mallikarjunrao - |
Member |
| Smt. Dhanushree Guddep - |
Member |
| Stakeholders Relationship Committee |
|
| Smt. Himabindu Ramavath - |
Chairman |
| Mr. Yetukuri Mallikarjunrao - |
Member |
| Smt. Dhanushree Guddep - |
Member |
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149
The Independent Directors have submitted a declaration of independence, as required
pursuant to subsection (7) of Section 149 of the Companies Act, 2013 stating that they
meet the criteria of independence as provided in sub-section (6) of Section 149.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to
the best of their knowledge and belief and according to the information and explanation
obtained by them, i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have
been selected and applied consistently and judgments and estimates that are reasonable and
prudent made so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year 2024-25 and of the profit or loss of the Company for that
period; iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The annual accounts for the year 2024- 25 have been prepared on a going concern
basis.
v. That proper internal financial control was in place and that the financial controls
were adequate and were operating effectively. vi. That system to ensure compliance with
the provisions of all applicable laws was in place and was adequate and operating
effectively.
REMUNERATION POLICY
The Board of Directors, on recommendation of the Nomination and Remuneration Committee
framed a Nomination and Remuneration policy for selection, appointment and remuneration of
Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act
2013.
Research & Development: The Research and Development division of Spices Oils
and Oleoresins department continues to focus on introducing of new brands.
Technology Absorption-Not Applicable
Foreign Exchange Earnings & Outgo:
(Figures in Rs.)
|
2024-25 |
2023-24 |
| Foreign Exchange Earnings |
Nil |
Nil |
| Foreign Exchange Outgo |
Nil |
Nil |
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to the provision of Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 a
report on Management Discussion & Analysis is set out as an Annexure A.
CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than Rs.10 Crores and the net worth of
the Company is less than Rs. 25 Crores, the provisions of Regulations 17, 18,19, 20, 21,
22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and
para C, D & E of Schedule V of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of section 135 (1) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility
policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for
the time being in force), Corporate Social Responsibility is Not applicable to the
Company.
SECRETARIAL AUDIT AND SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the Rules made
thereunder, and Regulation 24A of the Listing Regulations, the Company has appointed M/s P
S Rao & Asociates Company Secretary in Practice, to undertake the Secretarial Audit of
the Company for the FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed as Annexure
- B and forms a part of this Report.
SEBI vide notification dated 12th December, 2024, amongst other, amended Regulation 24A
of the Listing Regulations. The said amended Regulation 24A stipulates that listed
companies and its material unlisted subsidiaries incorporated in India shall undertake
secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary.
Further, as per Regulation 24A, the appointment/ re-appointment of an individual as a
secretarial auditor cannot be for more than one term of five consecutive years and in case
the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms
of five consecutive years and such an appointment/reappointment shall be approved by the
members of the company at its AGM.
In view of the aforesaid, the Board of Directors of the Company, on the recommendation
of the Audit Committee at its meeting held on 22nd day of August, 2025, appointed M/s.
P.S. Rao and Associates, Company Secretaries (Peer Review No. 6678/2025 as the Secretarial
Auditor of the Company, for a period of five consecutive financial years commencing from
FY 2025-26 to the FY 2029-30, subject to approval of the Members of the Company at the
forthcoming AGM.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. The Policy on Related Party Transactions as approved
by the Board is uploaded on the website of the Company. The particulars of contracts or
arrangements with related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 in Form AOC-2 is herewith annexed as 'Annexure C' to this report.
ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time
to time, the Annual Return of the Company as on 31st March, 2025 is available on the
Company's website and can be accessed at : www.citiportfinancialservices.com.
RISK MANAGEMENT:
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force) and as
per SEBI(LODR) Regulations,2015 the Risk management is Not applicable to the Company.
VIGIL MECHANISM:
Pursuant to the provisions of section 177 (9) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force) and SEBI (LODR) Regulations, 2015 the Company has a Whistle Blower Policy
framed to deal with instance of fraud and mismanagement, if any in the Group and also
posted on the website of the Company.
NOMINATION & REMUNERATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" has
been constituted to comply with the provisions of section 178 of Companies Act, 2013 and
to recommend a policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters and to frame proper systems for identification, appointment of Directors
& KMPs, Payment of Remuneration to them and Evaluation of their performance and to
recommend the same to the Board from time to time. The policy is also posted in the of the
company's website.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect
of employees of the Company is herewith annexed as Annexure-D. In terms of Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company does not have any employee who is employed throughout the financial year and in
receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of
the year and in receipt of 8.5 Lakhs or more per month.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not provided any loan to any person or body corporate or given any
guarantee or provided security in connection with such loan or made any investment in the
securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The
Company has given advance against salary to some employees in terms of the applicable
policies of the Company.
HUMAN RESOURCES:
The Company considers its Human Resources as the key to achieve its Objectives. Keeping
this in view, your Company takes utmost care to attract and retain quality employees. The
employees are sufficiently empowered and such work environment propels them to achieve
higher levels of performance. The unflinching commitment of the employees is the driving
force behind the Company's vision. Your Company appreciates the spirit of its dedicated
employees.
INTERNAL FINANCIAL CONTROL SYSTEMS
We have adopted policies and procedures which enables implementation of appropriate
internal financial controls across the organization and also ensures the orderly and
efficient conduct of business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of fraud, error reporting
mechanism, the accuracy and completeness of the accounting records, and timely preparation
of reliable financial disclosures. Internal Financial Controls are an integrated part of
the Risk Management Process, addressing financial and financial reporting risks. The
Internal Financial Controls have been documented, digitized and embedded in the business
process.
Assurance on the effectiveness of the Internal Financial Controls is obtained through
our management reviews; control self-assessment, continuous monitoring by functional
experts as well as testing of the Internal Financial Control systems by the Internal
Auditor during the course of audits. We believe that these systems provide reasonable
assurance that our Internal Financial Controls are commensurate with the requirements of
our organization.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company strongly supports the rights of all its employees to work in an environment
free from all forms of harassment. The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. The policy aims to provide protection to Employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where Employees feel secure. The Company has also constituted an Internal
Committee, known as Anti Sexual Harassment Committee to address the concerns and
complaints of sexual harassment and to recommend appropriate action.
(a) Number of Complaints of Sexual Harassment received in the year: NIL (b)
Number of Complaints Disposed off during the year: NIL
(c) Number of Cases Pending for more than Ninety Days: Not Applicable
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the year under review, the Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on Board Meetings and Annual
General Meetings.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year
ended on 31st March, 2025.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation and gratitude for the continuous
support and assistance extended by all the Statutory Authorities. The Board also extends
its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by
them in the Company. Your Directors also place on record their sincere appreciation for
the continued contributions made by the employees at all levels.
|
|
By order of the Board |
|
|
For CITI PORT FINANCIAL SERVICES LTD |
|
Sd/- |
Sd/- |
|
Enjamuri Pardha Saradhi |
Himabindu Ramavath |
|
Chairman and Managing Director |
Director |
|
DIN :- 07531047 |
DIN:- 00004936 |
| Place: Hyderabad |
|
|
| Date : 22.08.2025 |
|
|
|