Your Directors have pleasure in presenting the 32rd Annual Report together with audited statement of accounts for the year ended 31st March, 2024
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WORKING RESULTS (Amount in 000’s )
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Particulars
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As At 31^ March, 2024
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As At 31st March, 2023
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Sales
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-
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1,12,000.00
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Total Income
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-
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-
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Profit(Loss) before interest .Depreciation ,Tax items
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(3,528.28)
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1,12,000.00
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Finance Cost
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-
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-
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Depreciation and Amortization Expenses
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3.41
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-
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Profit(Loss) before Tax
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(3,531.69)
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31,851.70
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Provision for Tax
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-
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1,959.83
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Profit (loss) after Tax
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(3,531.69)
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29,891.87
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Surplus Balance brouqht forward
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(2,32,967.90)
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(2,62,859.77)
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Surplus Balance carried to Balance Sheet
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(2,36,499.59)
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(2,32,967.90)
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STATE OF AFFAIRS AND FUTURE PLANS
During the year under review there was no commercial activities.
DIRECTORS AND BOARD MEETING :
As on 31st of March 2024, There are 3 independent directors and 2 promoter/ executive directors. During the last financial year , there was no changes in the Board . In the current year, following changes are proposed / happened:
a) The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended the appointment of Roy Moolayil Sebastian as (DIN: 01886479) and Mr. Anthony Bernard Amos Paul (DIN: 10381708) independent Directors for a period of five years with effect from the date of ensuing Annual General Meeting. They are qualified to become independent directors. A brief profile of both the new independent directors are given in the Notice convening Annual General Meeting under the heading “Explanatory Statement “
b) Chettupuzhakaran Francis Joe, Independent director has intimated that due to his personal preoccupations, he will be able to continue as independent director of the Company only till 30th September 2024, and Board has accepted that
c) Mr. Anup Kumar, independent Director resigned from the Board on personal grounds with effect from 23rd July 2024. Nomination and Remuneration Committee has recommended his appointment as non-executive director with effect from the date of ensuing AGM. He is fully qualified to be appointed as non-executive director. His profile is given AGM Notice under the heading “Explanatory Statement “
d) Mr. Mathai Chacko, independent Director has informed that he is not interested in getting reappointed as independent Director and has informed that he will hold office only till 24m September 2024. Board has taken note of that
e) The promoter directors Mr. Santhosh Joseph Karimattom (DIN: 00998412) and Mrs. Juliana Santhosh (DIN: 08551525) retire by rotation and being eligible offers themselves for reappointment
f) Mr. Santhosh Joseph Karimattom (DIN: 00998412) is the Chief promoter and is the Managing director of the Company, In the year 2020, and can hold office till 30th March 2025. On the recommendation of Nomination and Remuneration Committee, Board has passed resolution to reappoint him for another period of five years from 31st March,2025. He is a resident Indian and is fully qualified to continue as Managing Director. Resolutions to be passed for getting members approval for his reappointment is included in the notice convening the Annual General Meeting
g) Following changes took place among KMPs in the year under review on 3rd October,2023 Subramanian Vishnu was appointed as Company Secretary in the place of Muhammed Salim K, who resigned due to personal ground related
Board meeting details are given in detail in the Corporate Governance Report, which forms part of this Report DIRECTORS RESPONSIBILITY STATEMENT .
The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors
Directors hereby affirm that:
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 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 and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with 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; and
(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.
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
SUSTAINABILITY REPORTING
Even though your Company is fundamentally committed to sustainable business and fully stands for the principles of National Voluntary Guidelines on Social, and Responsibilities of Business, since the operations were scanty, no such reporting is being done. The rules regarding Business Responsibility and Sustainability Reporting (BRSR) is not applicable
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. A report on corporate governance has been annexed as ‘Annexure also available in company web site www.cityman.in, weblink http://citvman.in/doc/AGM%202023%20-%2024/Corporate%20Governance%202023-24.pdf
BUSINESS RESPONSIBILITY REPORT
The clause Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31st March, 2019 is not applicable to the Company
LISTING
The Equity shares of the Company is listed in Bombay Stock Exchange (BSE). We confirm that the Annual Listing for the financial year 2024-25 have been paid with in the stipulated time
POLICY ON DIRECTOR’S, KMP& OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
The Company has only three employees at present. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Company’s overall directive.
The Board has remuneration policy in line with applicable rules and regulations, and can be viewed on http://citvman.in/Policies/Remuneration%20Policv.pdf.But its scope was very limited during the year under review, because the company has only very limited employees . None of the directors, including Managing Director was paid any remuneration . KMPs include Company Secretary and Chief Financial Officer.
DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required under section 197 (12)of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
(1) (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; The Directors are not paid any remuneration and so the ratio is not applicable
(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Directors : Nil, CFO : 10%, CS/CEO : Nil.
(iii) the percentage increase in the median remuneration of employees in the financial year; NIL
(iv) the number of permanent employees on the rolls of company : Three
(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Not Applicable because there was no increase in the remuneration of employees, and managerial remuneration.
(vi) the key parameters for any variable component of remuneration availed by the directors; Not applicable because directors are not paid any remuneration
(vii We hereby affirm that the remuneration is as per the remuneration policy of the company.
2) (a)Name of every employees of the Company, who-
(i) If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh; NIL
(ii) If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than 8.5 lakh rupees per month; NIL
(iii) If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the company. NIL
STATUTORY AND SECRETARIAL AUDITORS
M/s NSVM & Associates, Chartered Accountants (Firm Registration Number 010072S) are the Statutory Auditors of the Company. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment
Pramil Dev (Membership No: A 26632 CP No:9821) is the Secretarial Auditor and the report submitted by him forms part of this report. The secretarial audit report does not contain any qualifications, reservations or adverse remarks.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO(A) Conservation of Energy, Technology Absorption
Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.
The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.
•Steps taken by company for utilizing alternate sources of energy: NIL •Capital investment on energy conservation equipment's: NIL
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(B) Foreign Exchange Earnings & Out
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30.
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Particulars
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Amount(in Rs) for the current year
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Amount (in Rs) for the last year
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Earnings
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nil
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nil
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Outgo
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nil
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nil
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Other Disclosures
1. Annual Return relating to Financial Year to which the Boards’ is available in the company web site at http://citvman.in/doc/AGM%202023%20-%2024/MGT%207%202023-24.pdf
2. There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
3. Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.
4. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.
5. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies( Share Capital and Debenture )Rules ,2014 : Not Applicable
6. No loan / guarantee or financial assistance were given .The company has not made a provision of money for the purchase of, or subscription for, shares in the company.
7. Company does not have any subsidiary or associate companies or joint ventures .
8. The rules regarding Corporate Social Responsibility are not applicable to the company.
9. Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism (web link : http://citvman.in/Policies/Whistle%20Blower%20Policv.pdf) for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct (http://citvman.in/Policies/Code%20of%20Conduct%20%20Eithics.pdfT It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.
During the year, the operations of the company were little.
10. Company has not taken any deposit from public, but have taken unsecured loan from Santhosh Joseph Karimattom, Managing Director of the Company The total loan outstanding taken from him as on 31st March 2024 is Rs.13,67,58,262/-.During the year company has received Rs.28,13,806/- by way of unsecured loan from Santhosh Joseph Karimattom, Managing Director.
11. No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future..
12. Company has not issued any issued any equity shares with differential rights/ sweat equity/ employee stock options plans.
13. Company has not bought back any shares.
14. The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013
15. All related party transactions that were entered into during the financial year ended March 31,2024, were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Resolutions for getting members approval as per LODR are provided in the AGM Notice along with proper explanatory statement .Company has a related party policy and is available at: http://citvman.in/Policies/Related%20partv%20trasaction%20policv.pdf
16. Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.
The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behavior.
17. The company has implemented a policy to undertake formal annual evaluation of the performance of directors / committees and individual directors. Since the activity and performance of the company was very minimal in all fronts, the scope of such evaluation was very limited. The evaluation is being done as per the LODR.
18. The composition and other details of audit committee and details of Board Meeting are reported in Corporate Governance Report which is given as annexure and forms part of this report. The Board has accepted all the recommendations of the audit committee.
19. During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.
20. The rules regarding maintenance of cost records is not applicable to the company
21. The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
22. Details of application made or proceedings pending under IBC Code: NIL
23. Details of difference between valuation amount on One Time Settlement and valuation while availing loan from banks and financial institutions: Not Applicable
24. Management Discussion and Analysis Report: Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations”), is presented in a separate section, forming part of the Annual Report.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their appreciation for the co-operation and support received from all.
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