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FORM NO.MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended March 31, 2016
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,
The Members,
Cityman Limited
Bangalore-560005
 
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cityman Limited  (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided  me reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company  and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion , the Company has , during the audit period covering the financial year ended on March 31, 2016 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:

  1. The Companies Act, 2013 (the Act) and the rules made there under.
  2. The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under.
  3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder.
  4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment.
  5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 ( ‘ SEBI Act’).
    • The Securities and Exchange Board of India( Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

    • The Securities and Exchange Board of India ( Prohibition of Insider Trading) Regulations, 1992.

    • The Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations, 2009.

    • The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999.

    • The Securities and Exchange Board of India ( Issue and Listing of Debt Securities) Regulations, 2008.

    • The Securities and Exchange Board of India ( Registrars to an Issue and Share Transfers Agents ) Regulations, 1993.

    • The Securities and Exchange Board of India ( Delisting of Equity Shares) Regulations, 2009.

    • The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998.

    • Listing Obligations and Disclosure Regulations (LODR)


  6. Since the activities of the company are very minimal, the provisions of other major Acts are not applicable to the company during the period under review.

I have also examined compliance with the applicable clause of the following:

  1. The Secretarial Standards issued by the Institute of Company Secretaries of India.
  2. The Listing Agreements entered into by the Company with BSE Limited  as well as the LODR.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above. 

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review are carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent    in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried unanimously as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

K JAYARAJ
(Practicing Company Secretary) 

ACS: 9568
CP: 4410             

Place: Bangalore
Date: 20-05-2016

DIRECTORS’ REPORT

Your Directors have pleasure in presenting the Annual Report together with Audited statement of accounts for the year ended 31st March, 2016.

 

WORKING RESULTS                             (Amount in Rs)
                       

Particulars

31-03-2016

31-03-2015

Sales                             

25,650

23,970

Profit(Loss) before Tax     

(3,215,681)

(3,362,335)

Provision for Tax

---

---

Profit (loss) after Tax

(3,215,681)

(3,362,335)

Surplus Balance  brought forward

(242,653,596)

(239,367,640)

Surplus Balance carried to Balance Sheet

(245,869,277)

(242,653,595)

 

YEAR UNDER REVIEW AND FUTURE PLANS

Since the operations of the company were at very minimum level, there was  not much activity . The Company had incurred  the basic administrative  and statutory expenses  which is reflected in the accounts.

The Company has purchased   a land in Ernakulam ,Kerala with the intention of developing the land into  villas / apartments . The process of obtaining necessary approvals is in progress. The management expects that the land can be made ready for development , with all approvals in place, in the course of next  one year.

 

DIVIDEND:

Since the Company could not generate any profits, your directors do not propose any dividend for the year under review.

DIRECTORS  AND  BOARD MEETING :

Mrs. Annamma Joseph retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

 

The Board/Committee meeting details are given in the  Corporate Governance Report, which forms part of this report. The policy for appointment of directors include qualifications, experience , positive attitudes, independence of a director  and other points provided in the Section 178 of the Companies Act, 2013 .Company has received declarations from each director stating that he/ she meets the criteria of independence laid down by the Companies Act, 2013. Company has complied with the provisions of the Companies Act, 2013 as well as the Listing Agreement regarding evaluation of the Board.The independent Directors are not new to the company, and so there was no need for training, even though the company has facility for the same.
 
DIRECTORS RESPONSIBILITY STATEMENT
Directors hereby affirm that:

  • In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

 

  • We 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 loss of the Company for that period.
  • We have 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.

 

  • We have prepared the annual accounts on a going concern basis.
  • We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

 

  • We have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY/ SUSTAINABILITY REPORTING

Your Company is fundamentally committed to sustainable business and The management fully stands for the principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business.  Since the operations were minimal, no such reporting is being done.
 
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexures. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under   the Listing Agreement / LODR is attached to this report.

 

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited 

BOARD AND COMMITTEE MEETING DETAILS

The relevant details are given in the Corporate Governance report     which forms part of this report.
 
POLICY ON DIRECTOR’S, KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION.

The Company has framed a policy on Directors , KMPs & other employees appointment and remuneration. But its scope was very limited during the year under review, because the company has only very limited employees . None of the directors are paid any remuneration . Managing Director has waived his remuneration which was approved by the Central Government . KMPs include Company Secretary and Chief Financial Officer .

DISCLOSURES RELATED TO EMPLOYEES

 The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

  • (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: There is no increase in remuneration of CFO and CS and directors are not paid any remuneration.

(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) the explanation on the relationship between average increase in remuneration and company performance: Not Applicable because there is no increase.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company: The performance of the company was very minimum and  such a comparison will not give any purposeful result. 

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year:
During the year the share price was quoted below the face value , and trading was bare minimum and the total shares traded at BSE during the 12 months period ended 31-03-2016 was 21224 shares , which resulted in poor market capitalization of the company. There are no major variations in the market capitalization, and price earning  at the closing of the current financial year and previous financial year .The highest price quoted for the script in the year 2015-16 was Rs.3.92  and lowest price was Rs.2.36 . The company offered its shares to pubic in the year 1994 and comparison with the price of that age will not serve any purpose .  The company had negative net worth at the close of 2013-2014 and 2014-2015, 2015-16 and a comparison on the variations of the net worth also will not give the desired meaning.
 
(viii) 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

(ix) the key parameters for any variable component of remuneration availed by the directors :Not applicable because directors are not paid any remuneration.

(x) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable because directors are not paid any remuneration.

(xi) We hereby  affirm that the remuneration is as per the remuneration policy of the company.

  •  
  • Name of every employee of the Company, who-
  • If employed throughout  the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees: NIL
  • 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 five lakh rupees per month: NIL

 

  • 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

AUDITORS

Chandy & Zacheria, Chartered Accountants, Kerala, Auditors of the Company were re-  appointed at the AGM held in the year 2014 , as per Companies Act, 2013,  to hold office up to the conclusion of the Annual General Meeting to be held in the year 2017, and this appointment is subject to ratification   by the members at the ensuing Annual General Meeting. 

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

  • Energy Conservation

Steps taken or impact on conservation of energy.

Companies activities does not consume  huge quantity of energy.

Steps taken to utilize alternate source of energy.

Not applicable because  not much energy is used for operation.

Capital investment in energy conservation equipment.

NIL

  • Technology Absorption:

Effort made towards absorption of technology.

NA

Benefit derived like product improvement , cost reduction , product development or import. substitution

NIL

In the case of imported technology:

  • The details of technology imported.

  • Year of Import.

  • Whether technology has been absorbed.

  • If not areas where absorption has taken place and reasons there of.

NA

C .Foreign Exchange Earnings & Outgo.

Particulars

Amount(in Rs) for the current year

Amount (in Rs) for the last year

 Earnings.

Nil

Nil

Out go.

Nil

Nil

  • Extract of Annual Return relating to Financial Year to which the Boards’ Report  relates, attached in format MGT 9.
  • There are no material changes / commitments  affecting  the financial position of the company occurring after the Balance Sheet date.
  •  Company has developed and implemented Risk Management policy commensurate with the size and operation of the Company.
  • Company has adequate internal financial  control mechanism  supported with    rules and procedures to be followed  for each transactions/events.
  • 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 :  NA
  • No loan / guarantee or financial assistance was given .The company has  not made  a provision of money for the purchase of, or subscription for, shares in the company.
  • Company does not have any subsidiary or associate companies or joint ventures.
  • The rules regarding Corporate Social Responsibility are not applicable to the company.
  • Disclosure has adequate  Vigil Mechanism commensurate with the size and operations of the Company . During the year , the operations of the company were meagre. But Vigil Mechanism    commensurate with the size and operations of the Company have been implemented.
  • Company has not taken any deposit.
  • There is no change in the nature of business of the Company.
  • No orders were passed by the regulators, Courts, Tribunals impacting the going concern status and Company’s operations in future.
  • There are no changes  among directors/ Key Managerial personals. 
  • Company has not issued any  equity shares with differential rights/ sweat equity/  employee stock options plans.
  • Company has not bought back any shares.
  • Company has not given any loans /guarantees or investments under section 186 of the Companies Act.
  • There were no related party transactions as per Section 188 of the Act. 
  • No cases have been filed under the Sexual Harassment of Women at Workplace (prevention, prohibition & Redressel ) Act,2013.
  • Secretarial audit report is given as annexure and forms part of this report.
  • 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  Listing Agreement /LODR.
  • The composition and other details of audit committee  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.
  • The audit report of the company does not contain any qualifications.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support received from all.

Place: Bangalore                                                                        By Order of the Board 
Date:   30-05-2016
         Santhosh Joseph  Karimattom
                                             Chairman & Managing Director
 
Annamma Joseph
Director

 

FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1.    Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship

NOT APPLICABLE

b)

Nature of contracts/ arrangements/ transaction

NOT APPLICABLE

c)

Duration of the contracts/ arrangements/ transaction

NOT APPLICABLE

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

NOT APPLICABLE

e)

Justification for entering into such contracts or arrangements or transactions’

NOT APPLICABLE

f)

Date of approval by the Board

NOT APPLICABLE

g)

Amount paid as advances, if any

NOT APPLICABLE

h)

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

NOT APPLICABLE

2.    Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship.

NOT APPLICABLE

b)

Nature of contracts/arrangements/transaction

NOT APPLICABLE

c)

Duration of the contracts /arrangements/ transaction.

NOT APPLICABLE

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

NOT APPLICABLE

e)

Date of approval by the Board.

NOT APPLICABLE

f)

Amount paid as advances, if any

NOT APPLICABLE

Place: Bangalore                                                                  By Order of the Board 
Date: 30.05.2016  
                                    Santhosh J Karimattom
                                             Chairman & Managing Director
 
Annamma Joseph
Director
Annexure
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries
                                                                                          (amounts in Rs)

1

Names of the subsidiaries -à

Not applicable

2

The date since when subsidiary was acquired

Not applicable

3

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Not applicable

4

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

Not applicable

5

Share capital

Not applicable

6

Reserves & surplus

Not applicable

7

Total assets

Not applicable

8

Total Liabilities

Not applicable

9

Investments

Not applicable

10

Turnover

Not applicable

11

Profit before taxation

Not applicable

12

Provision for taxation

Not applicable

13

Profit after taxation

Not applicable

14

Proposed Dividend

Not applicable

15

% of shareholding

Not applicable

1. Names of subsidiaries which are yet to commence operations: NIL
2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of associates/Joint Ventures

Not applicable

1.      Latest Audited Balance Sheet Date

Not applicable

2.      Shares of Associate/Joint Ventures held by the company on the year       end

Not applicable

Amount of Investment in Associates/Joint Venture

Not applicable

Extend of Holding%

Not applicable

3.      Description of how there is significant influence

Not applicable

4.      Reason why the associate/joint venture is not consolidated

Not applicable

5.      Net worth attributable to shareholding as per latest audited Balance Sheet

Not applicable

6.      Profit/Loss for the year

Not applicable

i.                     Considered in Consolidation

Not applicable

ii.                   Not Considered in Consolidation

Not applicable

1. Names of associates or joint ventures which are yet to commence operations.: NA
2. Names of associates or joint ventures which have been liquidated or sold during the year.: NA

For and on behalf of the Board of Directors

As per our report of even date attached

For CHANDY & ZACHERIA

Chartered Accountants

FRN: 000664S

Santhosh Joseph Karimattam   Annamma Joseph   D.E. Chandrasekaran

           Managing Director                        Director             Company Secretary

THANKACHAN ZACHERIAS LLB, FCA, CISA, DISA

Parners

M. No. 023421

T.N. Sajeevan

Chief Financial Officer

FORM NO.MR-3
SECRE            TARIAL AUDIT REPORT
For The Financial Year Ended March 31, 2016
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,
The Members,
Cityman Limited
Bangalore-560005
 
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cityman Limited  (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided  me reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company  and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion , the Company has , during the audit period covering the financial year ended on March 31, 2016 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:

  1. The Companies Act, 2013 (the Act) and the rules made there under.
  2. The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under.
  3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder.
  4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment.
  5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 ( ‘ SEBI Act’).
  6. The Securities and Exchange Board of India( Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
  7. The Securities and Exchange Board of India ( Prohibition of Insider Trading) Regulations, 1992.
  8. The Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations, 2009.
  9. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999.
  10. The Securities and Exchange Board of India ( Issue and Listing of Debt Securities) Regulations, 2008.
  11. The Securities and Exchange Board of India ( Registrars to an Issue and Share Transfers Agents ) Regulations, 1993.
  12. The Securities and Exchange Board of India ( Delisting of Equity Shares) Regulations, 2009.
  13. The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998.
  14. Listing Obligations and Disclosure Regulations (LODR).

 

  1. Since the activities of the company are very minimal, the provisions of other major Acts are not applicable to the company during the period under review.

I have also examined compliance with the applicable clause of the following:

  1. The Secretarial Standards issued by the Institute of Company Secretaries of India.
  2. The Listing Agreements entered into by the Company with BSE Limited  as well as the LODR.

 

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above. 

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review are carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent    in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried unanimously as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

 

K JAYARAJ
(Practicing Company Secretary) 

ACS: 9568
CP: 4410             

Place: Bangalore
Date: 20-05-2016

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I

REGISTRATION & OTHER DETAILS:

 

i

CIN

L52322KA1992PLC013512

ii

Registration Date

08/09/1992

iii

Name of the Company

CITYMAN LIMITED

iv

Category/Sub-category of the Company

Company Limited by shares/ Indian Non-Government Company

v

Address of the Registered office & contact details

NO. 153 (OLD NO.43/35) 2ND FLOOR, PROMENADE ROAD, 2ND CROSS, FRAZER TOWN, BANGALORE - 560005

vi

Whether listed company

YES

vii

Name , Address & contact details of the Registrar & Transfer Agent, if any.

INTEGRATED ENTERPRISES (INDIA) LIMITED, NO-30, RAMANA RESIDENCY, GR FLOOR, 4TH CROSS, SAMPIGE ROAD, MALLESWARAM, BANGALORE-560003

II

Name , Address & contact details of the Registrar & Transfer Agent, if any.

All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL.NO

Name , Address & contact details of the Registrar & Transfer Agent, if any.

NIC Code of the Product /service

% to total turnover of the company

1

TEXTILE GARMENTS

14101

100

SL.NO

PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

III

Name & Address of the Company

CIN/GLN

HOLDING SUBSIDIARY ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

NIL

IV. SHAREHOLDING PATERN (Equity Share capital Break up as % to total Equity)

(i)

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% change during the year

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

 

 

A. Promoters

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Indian

8402132

-

8402132

71.81

8402132

-

8402132

71.81

 

-

a) Individual/HUF

-

-

-

-

-

-

-

-

 

-

b) Central Govt.or State Govt.

-

-

-

-

-

-

-

-

 

-

c) Bodies Corporates

-

-

-

-

-

-

-

-

 

-

d) Bank/FI

-

-

-

-

-

-

-

-

 

-

e) Any other

-

-

-

-

-

-

-

-

 

-

 

 

 

 

 

 

 

 

 

 

 

SUB TOTAL:(A) (1)

8402132

-

8402132

71.81

8402132

-

8402132

71.81

 

-

 

 

 

 

 

 

 

 

 

 

 

(2) Foreign

 

 

 

 

 

 

-

-

 

-

a) NRI- Individuals

-

-

-

-

-

-

-

-

 

-

b) Other Individuals

-

-

-

-

 

-

-

-

 

-

c) Bodies Corp.

-

-

-

-

 

-

-

-

 

-

d) Banks/FI

-

-

-

-

-

-

-

-

 

-

e) Any other…

-

-

-

-

-

-

-

-

 

-

 

 

 

 

 

 

-

 

 

 

 

SUB TOTAL (A) (2)

-

-

-

-

-

-

-

-

 

-

 

 

 

 

 

 

 

 

 

 

Total Shareholding of Promoter
(A)= (A)(1)+(A)(2)

8402132

-

8402132

71.81

8402132

-

8402132

71.81

 

-

 

 

 

 

 

 

 

 

 

 

 

B. PUBLIC SHAREHOLDING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Institutions

 

 

 

 

 

 

 

 

 

 

a) Mutual Funds

-

2000

2000

0.02

-

2000

2000

0.02

 

-

b) Banks/FI

-

-

-

-

-

-

-

-

 

-

C) Cenntralgovt

-

-

-

-

-

-

-

-

 

-

d) State Govt.

-

-

-

-

-

-

-

-

 

-

e) Venture Capital Fund

-

-

-

-

-

-

-

-

 

-

f) Insurance Companies

-

-

-

-

-

-

-

-

 

-

g) FIIS

-

-

-

-

-

-

-

-

 

-

h) Foreign Venture
 Capital Funds

-

-

-

-

-

-

-

-

 

-

i) Others (specify)

-

-

-

-

-

-

-

-

 

-

 

 

 

 

 

 

 

 

 

 

 

SUB TOTAL (B)(1):

-

2000

2000

0.02

-

2000

2000

0.02

 

-

 

 

 

 

 

 

 

 

 

 

 

(2) Non Institutions

 

 

 

 

 

 

 

 

 

 

a) Bodies corporates

 

 

 

 

 

 

 

 

 

 

i) Indian

44525

324500

369025

3.15

41875

324500

366375

3.13

 

-0.02

ii) Overseas

-

-

-

-

-

-

-

-

 

 

b) Individuals

 

 

 

 

 

 

 

 

 

 

i) Individual shareholders holding  nominal share capital upto Rs.1 lakhs

523644

1592400

2116044

18.08

532975

1583200

2116175

18.09

 

0.01

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

151154

211400

362554

3.10

155754

211400

367154

3.14

 

0.04

c) Others (specify)

 

 

 

 

 

 

 

 

 

 

NRI

114808

334100

448908

3.84

114608

332300

446908

3.82

 

-0.02

Clearing Member

437

-

437

0.00

356

-

356

0.00

 

-

Trust

-

-

-

-

-

-

-

-

 

-

 

 

 

 

 

 

 

 

 

 

 

SUB TOTAL (B)(2):

834568

2462400

3296968

28.18

845568

2451400

3296968

28.18

 

0.00

 

 

 

 

 

 

 

 

 

 

 

Total Public Shareholding
(B)= (B)(1)+(B)(2)

834568

2464400

3298968

28.19

845568

2453400

3298968

28.19

 

0.00

 

 

 

 

 

 

 

 

 

 

 

C. Shares held by Custodian for
GDRs & ADRs

-

-

-

-

-

-

-

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Grand Total (A+B+C)

9236700

2464400

11701100

100.00

9247700

2453400

11701100

100.00

 

0.00

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs and ADRs):

 

SHAREHOLDING AT THE BEGINNING OF THE YEAR - 01.04.2015

CUMULATIVE SHAREHOLDING DURING THE YEAR 31.03.2016

SL.
NO

NAME OF THE SHARE HOLDER

No. of Shares

% of Total Shares of the Company

Date

Increase/Decrease in Share Holding

Reason

No Of Shares

% of Total Shares of the Company

1

CONSENT OVERSEAS INVESTMENTS PVT LTD

285000

2.44

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

285000

2.44

2

K V THOMAS

116500

1.00

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

116500

1.00

3

THOMAS VARGHESE .

90000

0.77

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

90000

0.77

4

NIDHI JOSE

56826

0.49

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

56826

0.49

5

SHRIRAM SODHANI

50000

0.43

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

50000

0.43

6

HEMAL MADHUSUDAN PATEL

26800

0.23

01.04.2015

NO MOVEMENT DURING THE YEAR

11.09.2015

-26800

SOLD

0

0.00

31.03.2016

0

0.00

7

MR V T JOHN

21300

0.18

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

21300

0.18

8

AARYA M S

17000

0.15

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

17000

0.15

9

VARUGHESE MATHAI KUTTIKATTU

16394

0.14

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

16394

0.14

10

PARAS SURI

16200

0.14

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

16200

0.14

11

SHRINIVAS P

15900

0.14

01.04.2015

NO MOVEMENT DURING THE YEAR

31.03.2016

15900

0.14

12

SANGEETA NITIN MEHATALIYA

0

0.00

01.04.2015

-

-

0

0.00

11.09.2015

26800

BOUGHT

26800

0.23

31.03.2016

26800

0.23

13

KRITIKUMAR P TANNA

13602

0.12

01.04.2015

-

-

13602

0.12

11.09.2015

4600

BOUGHT

18202

0.16

18202

-

-

18202

0.16

V.  INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

 

i) Principal Amount

 NIL

 139,000,000

NIL

139,000,000

ii) Interest due but not paid

NIL

NIL

NIL

NIL

iii) Interest accrued but not due

NIL

NIL

NIL

NIL

Total (i+ii+iii)

NIL

 139,000,000

NIL

139,000,000

Change in Indebtedness during the financial year

NIL

NIL

NIL

NIL

* Addition

NIL

3,480,000

NIL

3,480,000

* Reduction

NIL

 

NIL

 

Net Change

NIL

3,480,000

NIL

3,480,000

Indebtedness at the end of the financial year

 

 

 

 

i) Principal Amount

NIL

142,480,000

NIL

142,480,000

ii) Interest due but not paid

NIL

NIL

NIL

NIL

iii) Interest accrued but not due

 NIL

NIL

NIL

NIL

Total (i+ii+iii)

 NIL

142,480,000

NIL

142,480,000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-    
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:


SN.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

 

 

Santhosh JK

----

----

---

 

1

Gross salary

 NIL

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

NIL

 

 

 

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL

 

 

 

 

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

NIL

 

 

 

 

2

Stock Option

NIL

 

 

 

 

3

Sweat Equity

NIL

 

 

 

 

4

Commission
-  as % of profit
-  others, specify…

 

NIL

 

 

 

 

5

Others, please specify

 

NIL

 

 

 

 

 

Total (A)

 

NIL

 

 

 

 

 

Ceiling as per the Act

 

 NA (no profit)

 

 

 

 

B. Remuneration to other directors

SN.

Particulars of Remuneration

Name of Directors

Total Amount

 

 

Rajendra Patel

Anup Kumar

K. Rajesh

Annamma Joseph

 

1

Independent Directors

 NIL

NIL

NIL

NIL

NIL

Fee for attending board committee meetings

 NIL

NIL

NIL

NIL

NIL

Commission

 NIL

NIL

NIL

NIL

NIL

Others, please specify

 NIL

NIL

NIL

NIL

NIL

Total (1)

 NIL

NIL

NIL

NIL

NIL

2

Other Non-Executive Directors

 NIL

NIL

NIL

NIL

NIL

Fee for attending board committee meetings

 NIL

NIL

NIL

NIL

NIL

Commission

 NIL

NIL

NIL

NIL

NIL

Others, please specify

 NIL

NIL

NIL

NIL

NIL

 

Total (2)

 NIL

NIL

NIL

NIL

NIL

 

Total (B)=(1+2)

 NIL

NIL

NIL

NIL

NIL

 

Total Managerial
Remuneration

 NIL

NIL

NIL

NIL

NIL

 

Overall Ceiling as per the Act

 NA

NA

NA

NA

NA

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN
    MD/MANAGER/WTD

SN

Particulars of Remuneration

Key Managerial Personnel

 

 

CEO

CS

CFO

Total

1

Gross salary

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

 

180,000

647,400

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

 

 

 

 

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

 

 

 

 

2

Stock Option

 

 

 

 

3

Sweat Equity

 

 

 

 

4

Commission

 

 

 

 

 

-  as % of profit

 

 

 

 

 

others, specify…

 

 

 

 

5

Others, please specify

 

 

 

 

 

Total

 

180,000

647,400

 

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:


Type

Section of the Companies Act

Brief
Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority
[RD / NCLT/ COURT]

Appeal made,
if any (give Details)

A. COMPANY

Penalty

 NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

NIL

B. DIRECTORS

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

NIL

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

NIL

Management Discussion And Analysis

 Overall review, industry Structure and Developments:
Since the operations of the Company are at a very basic level, a comparison of industrial structure and review of Global industry scenario   will be premature and will not serve the desired purpose. So an  attempt towards that is not done.

Opportunities and Threat

The Company is at present planning to restructure and restart operations and is in the process of looking at options. Therefore an attempt is not made here to evaluate the opportunities and threats.
 
Segment wise Performance
The Company does not have multiple products/segments

Out look
The Board is positive on the future outlook of the company. As a first step, the Company has acquired a property in Cochin and is contemplating developing the property  into Villas/Apartments.

 

Risk and concern
The issue is not relevant due to the factors explained in the earlier paragraphs.

Internal control System
Company at present has internal control procedures, which is commensurate with the present requirements. Internal controls are being monitored, reviewed and upgraded on an ongoing basis.

Material developments in Human Resources / Industrial Relations front, including number of people employed

At present , the Company does not have a full fledged HR Department due to low level of activity The Board is keen to have a fully equipped HR Department, once the activity is started in a big way. 

Financial performance with respect to operational performance
                                                     (Amount in Rs)


Particulars

31-03-2016

31-03-2015

Sales                             

25,660

23,970

Profit(Loss) before Tax     

(3,215,681)

(3,362,335)

Provision for Tax

-

-

Profit (loss) after Tax

(3,215,681)

(3,362,335)

Balance  brought forward

(242,653,596)

(239,367,640)

Balance carried to Balance Sheet

(245,869,277)

(242,653,595)

Caution:
The actual performance of the company may vary due to economic  fluctuations , both national and international ,
government regulations, tax laws and other unforeseen factors which are beyond the control of the Company.

 

For CITYMAN LIMITED

 

Santhosh Joseph Karimattom
Chairman & Managing Director
Place:Bangalore
Date: 30-05-2016