| The Members
CISTRO TELELINK LIMITED.
The Directors have great pleasure in presenting DIRECTOR'S REPORT
along with the Audited Balance Sheet and Profit And Loss Account, for
the year ended 31st March, 2014.
FINANCIAL RESULTS:
The financial Results are briefly indicated below:
(Amt in Rs.)
PARTICULARS For the year ended on
31.03.2014 31.03.2013
Total Income - 242,931
Total Expenditure 2,54,088 5,06,854
Profit/ [Loss] before Taxation (2,54,088) (2,63,923)
Add: Short Provision for taxation for
earlier years NIL NIL
Interest on loan written back under OTS NIL NIL
Profit/ (loss) after Taxation (2,54,088) (2,63,923)
FINANCIAL OPERATIONS:
The Company has suffered losses of Rs. 2,54,088/- (Rupees Two Lakh
Fifty Four Thousand Eighty Eight Only) during the financial year. Your
Directors propose to start business activities in coming year.
DIVIDEND:
In view of losses, the Directors do not recommend any dividend as such.
DEPOSITS:
The Company has not accepted any deposits, within the meaning of
Section 58A, 58AA & any other provision of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 made
thereunder.
SHARE CAPITAL:
There is no change in Authorised Capital and Issued Share Capital
during the financial year.
SUBSIDIARIES:
Since the Company has no subsidiaries, provisions of Section 212 of the
Companies Act, 1956 are not applicable to the Company.
DIRECTORS:
Mr. Satyendersingh Gupta resigned as a director of company on January
20, 2014.The Board placed on record its appreciation and gratitude for
his guidance and valuable contribution to Company.
The Board of Directors at their meeting held on 20th January, 2014
approved the appointment of Mr. Om Prakash Madhogarhia as a Independent
Non Executive Director.
During the Year in order to comply with the provisions of Clause 49
(I)(A) of Listing Agreement (Composition of Board of Directors), Mr.
Arun Kumar Sharma was designated as a Non Executive Director w.e.f 20th
January,2014 and Mr. Om Prakash Madhogarhia was designated as a
Executive Director w.e.f 17th Februwary,2014.
Ms. Renu Singh was appointed as an Additional Director on the Board of
Directors of the Company on 29th May, 2014 in order to comply with the
provisions of Section 149 of the Companies Act, 2013 requiring a listed
Company to have a woman Director.
During the year Mr. Arun Kumar Sharma, Director retires by rotation and
being eligible has offered himself for re- appointment. The members are
therefore requested to re-appoint him in the forthcoming Annual General
Meeting.
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms;
i. that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii. that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as 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 or Loss of the Company for that period;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv. that the directors had prepared the Annual accounts on a going
concern basis.
CORPORATE GOVERNANCE CODE:
The Board had implemented certain provisions of the Corporate
Governance Code in pursuance of Clause 49 of the Listing Agreement
during the year. The report on Corporate Governance is annexed hereto
forming part of this report. The requisite certificate from the
Auditors of the Company on implementation of requirements of the
Corporate Governance is also annexed herewith forming part of this
report.
AUDITORS:
M/s. C.P.Jaria & Co., Chartered Accountants, Surat, Statutory Auditors
of the company hold office until the conclusion of the forthcoming
Annual General Meeting and have signified their willingness to be
re-appointed and have further confirmed that their appointment if made
shall be within the limits specified under Section 141(3)(g) of the
Companies Act, 2013 and they are not disqualified for re-appointment
under any of the provisions and rules framed under the Companies Act,
2013.
AUDITORS REPORT:
The Auditors' Report did not contain any adverse remarks or
qualification.
INTERNAL AUDITORS
The company has appointed M/s. Phophalia S & Associates., Chartered
Accountants, Surat, as internal auditor of the company for financial
year 2014-15.
SECRETARIAL AUDITOR:
The Board has appointed HS associates, Company Secretaries as the
Secretarial Auditor of the Company for the financial year 2014-2015.
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:
Management Discussion and Analysis Statement is also annexed herewith
forming a part of this report.
PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Since the Company is not a manufacturing unit provisions of Section 217
(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988
regarding conservation of energy, technology absorption is not
applicable.
FOREIGN EXCHANGE EARNING & OUTGOING:
During the year, there was no Foreign Exchange earnings and outgo.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 217 of the Companies Act,
1956, read with the Companies (Particulars of Employees) Amendment
Rules 1999 as amended upto date, there was no employees during the
whole or part of the year who were in receipt of remuneration in excess
of limits as mentioned in the section and hence no details are given as
such.
ACKNOWLDEGEMENTS:
Your Directors express their appreciation to the shareholders for the
confidence reposed by them in the company and for the continued support
and co-operation extended by them.
For and on behalf of the Board of Directors
Sd/-
DATE :14th August 2014 Mr. Om Prakash Madhogarhia
PLACE :INDORE Chairman
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