INVESTOR RELATION

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  Investor info
  Director's Report
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DIRECTORS’ REPORT

Your Directors have pleasure in presenting the Annual Report together with Audited statement of accounts for the year ended 31st March, 2018.

 

WORKING RESULTS                             (Amount in Rs)

Particulars

31-03-2018

31-03-2017

Sales     

(7,400)

(42,117)

Total Income     

(7,400)

(42,117)

Profit/(Loss) before Interest, depreciation & Tax     

(3,042,601)

  (2,943,211)

Depreciation, Tax Items

---

---

Finance Cost

---

---

Depreciation & Amortisation Expenses

(12,991)

(19,779)

Profit (loss) before Tax

(3,055,592)

(2,962,990)

Provision for Tax

(-)

(-)

Profit (loss) after Tax

(3,055,592)

(2,962,990)

Surplus Balance brought Forward

(248,832,267)

(245,869,277)

Surplus Balance carried to Balance Sheet

(251,887,859)

  (248,832,267)

RESULT OF OPERATIONS, THE STATE OF AFFAIRS AND FUTURE PLANS

The Company was planning to commence the Real Estate operations in Kerala this year but could not do so due to delay in obtaining relevant approvals.

The operations of the company for the year therefore comprised of only administrative and statutory activities. This is also reflected in the accounts.

Apart from the project in Kerala, the company is also contemplating and evaluating other suitable business options

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 :

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

 

On the recommendation of the Nomination & Remuneration Committee, on 05-02-2018 the Board appointed Chettupuzhakaran Francis Joe (DIN: 08054690) as Independent Director. Being an Additional Director he can hold office up to the date of the forthcoming Annual General Meeting. The Nomination & Remuneration Committee has recommended his reappointment. Chettupuzhakaran Francis has experience in different fields of management and finance and is eligible for re appointment as independent director. Proposal has been received from one shareholder also for his re-appointment.


With effect from 01/10/2017 Annamma Joseph , who belongs to the promoter group, became non executive director of the Company.

KANDAMPULLY RAJESH, who was independent director, ceased to be a director with effect from 01/10/2017.

The Board/Committee meeting details are given in the Annexure -Corporate Governance Report, which forms part of this report. The management follows the procedure as specified in the Act and LODR for appointment and re appointment of directors . The assessment and appointment of members to the board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. A potential board member is also assessed on the basis of the criteria defined in section 149(6) of the Companies Act, 2013 and LODR for the appointment of independent director.


Company has received declarations from each director stating that he/ she meets the criteria defined for the position of independence director as laid down by the Companies Act, 2013. Your Company has complied with the provisions of the Companies Act, 2013.The independent Directors, except the new director, 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:

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

ii) 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.

iii)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.

iv) We have prepared the annual accounts on a going concern basis.

v) 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.

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


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 scanty, no such reporting is being done.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report forms a part of this Annual Report.

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, 2018 is not applicable to the Company

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited ,Mumbai

BOARD AND COMMITTEE MEETING DETAILS

The relevant details are given in the Corporate Governance report as Annexure - which forms part of this report .

POLICY ON DIRECTOR’S, KMP& OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

The Company regards its employees across organizational hierarchy as its most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. At Cityman, 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.


In terms of Section 178 of the Companies Act, 2013 and LODR , the Nomination and Remuneration Committee shall recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees and accordingly this policy has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.


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.


        

RISK MANAGEMENT POLICY

 The Board has adopted a Risk Management Policy. The Policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) Protect its shareholders and other stakeholder’s interest, (b) achieve its business objective and (c) enable sustainable growth

DISCLOSURE OF REMUNERATION UNDER SECTION 197 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 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: 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) 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: Not Applicable because there is no increase.

(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

AUDITORS

At the Annual General Meeting held on 27-09-2017, M/s NSVM & Associates, Chartered Accountants(Firm Registration Number FRN No.010072S) was appointed as Statutory Auditors of the Company to hold office until the conclusion of the Thirtieth Annual General Meeting to be held in the year 2022 Since the appointment is subject to the yearly ratification by members, the Board recommends for its ratification by the members at the ensuring Annual General Meeting

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

  • A. 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

  • B. 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:

  • a) The details of technology imported.

  • b) Year of Import.

  • c) Whether technology has been absorbed.

  • d) 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

1. Extract of Annual Return relating to Financial Year to which the Boards’ Report  relates, attached in format MGT 9.

2. There are no material changes / commitments  affecting  the financial position of the company occurring after the Balance Sheet date.

3. Company has developed and implemented Risk Management policy commensurate with the size and operation of the Company.

4. Company has adequate internal financial control mechanism supported with rules and procedures to be followed for each transactions/events . The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices

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 :  NA

6. 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.

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. During the year, the operations of the company were meager. But Vigil Mechanism commensurate with the size and operations of the Company have been implemented. The Company has adopted a policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed ‘Whistle Blower Policy and Vigil Mechanism.

10. Company has not taken any deposit.

11. There is no change in the nature of business of the Company.

12. No orders were passed by the regulators, Courts, Tribunals impacting the going concern status and Company’s operations in future.

13. There are no changes  among directors/ Key Managerial personals. 

14. Company has not issued any  equity shares with differential rights/ sweat equity/  employee stock options plans.

15. Company has not bought back any shares.

16. Company has not given any loans /guarantees or investments under section 186 of the Companies Act.

  • a). There were no related party transactions as per Section 188 of the Act. 
  • b). No cases have been filed under the Sexual Harassment of Women at Workplace (prevention, prohibition & Redressel ) Act,2013.
  • c).Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Krishnan Potty Jayaraj, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is annexed as Annexure. The Secretarial Audit Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer. The remarks are self explanatory Secretarial audit report is given as annexure and forms part of this report.
  • d). 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.
  • e). 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.
  • f). The audit report of the company does not contain any adverse qualifications or any comment on fraud.

ACKNOWLEDGEMENTS

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


By Order of the Board

 

Santhosh Joseph Karimatttom

 Chairman & Managing Director & CEO

        

 Annamma Joseph

 Director

Place: Bangalore  

               

Date: 29-05-2018 

DISCLOSURES REGARDING SUSPENSE ACCOUNT(PURSUANT TO SEBI CIRCULAR NO.SEBI/CFD /DIL /LA/1/2009/24/04) –

Sl.No.

Particulars

No.of Shareholders

No.of Shares

1.

Shareholders whose shares are lying in the suspense account at the beginning of the year

--

--

2.

Shareholders who approached issuer for transfer of Shares from suspense account - - during the year.

--

--

3.

Shareholders who approached issuer for transfer of Shares from suspense account - - during the year.

--

--

4.

Aggregate number of shareholders whose Shares are lying in the suspense account at the end of the year.

--

--

5.

Outstanding Shares in the suspense account lying at the end of the year.

--

--

Santhosh Joseph Karimatttom

 Chairman & Managing Director & CEO

        

 Annamma Joseph

 Director

Place: Bangalore  

               

Date: 29-05-2018 

SECRETARIAL AUDIT REPORT


For The Financial Year Ended March 31, 2018


[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, 2018 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 31st, 2018 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’).


  • a. The Securities and Exchange Board of India( Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
  • b. The Securities and Exchange Board of India ( Prohibition of Insider Trading) Regulations, 1992.
  • c. The Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations, 2009.
  • d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999.
  • e. The Securities and Exchange Board of India ( Issue and Listing of Debt Securities) Regulations, 2008.
  • f. The Securities and Exchange Board of India ( Registrars to an Issue and Share Transfers Agents ) Regulations, 1993.
  • g. The Securities and Exchange Board of India ( Delisting of Equity Shares) Regulations, 2009.
  • h. The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998.
  •  

      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:

    • I.The Secretarial Standards issued by the Institute of Company Secretaries of India.
    • II.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.


    On the recommendation of the Nomination & Remuneration Committee, on 05-02-2018 the Board appointed . Chettupuzhakaran Francis Joe (DIN: 08054690) as an as an Independent Director with effect from 01/10/2017 Annamma Joseph who belongs to the promoter group, became non executive director of the Company.


    Kandampully Rajesh, who was independent director, ceased to be a director with effect from 01/10/2017. At the Board meeting held on 01/10/2017, the Board noted that Kandampully Rajesh vacates the office u/s 167 due to non-filing of Balance Sheet and Annual Return in one private Company, where he was a director . It was explained to me that the Board came to know of this from the notification/circular issued by the Ministry of Corporate Affairs .Later at the Board meeting held on 25/10/2017, the Board accepted the resignation letter received from Mr. Kandampully Rajesh.

    During the year under review, the BSE Limited has levied a fine of Rs. 226561.5 for delay in filing quarterly financial statements as per Regulation 33 of LODR.

    Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days 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.


    I further report, that during the audit period no events occurred which had any major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, and standards and that the Company has complied with such of those relevant clauses thereto which are applicable:

     


    KRISHNAN POTTY JAYARAJ

    (Practicing Company Secretary)


    ACS: 9568

    CP: 4410


    Place: Bangalore

    Date: 20-05-2018


    FORM NO. MGT 9

    EXTRACT OF ANNUAL RETURN

    as on financial year ended on 31.03.2018

    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.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:


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

    SL. No.

    Name & Description of main products/services

    NIC Code of the Product /service

    % to total turnover of the company

    1

    Textile Garments

    18101

    100

    III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES


    SL. No.

    Name & Description of main products/services

    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

     

    71.8

     

    -

    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) Centralgovt

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

    d) State Govt.

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

    e) Venture Capital Fund

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

    f) Insurance Companies

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

    g) FIIS

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

    h) Foreign Venture
     Capital Funds

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

    i) Others (specify)

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

     

     

     

     

     

     

     

     

     

     

     

    SUB TOTAL (B)(1) (a):

    -

     

    2000

     

    2000

     

    0.02

     

    -

     

    2000

     

    2000

     

     

    0.02

     

     

     

    -

     

     

     

     

     

     

     

     

     

     

     

    (2) Non Institutions

     

     

     

     

     

     

     

     

     

     

    a) Bodies corporates

     

     

     

     

     

     

     

     

     

     

    i) Indian

    45552

     

    324500

     

    370052

     

    3.16

     

    37349

     

    324500

     

    361849

     

    3.09

     

     

         -0.07

    ii) Overseas

    -

    -

    -

    -

    -

    -

    -

    -

     

     

    b) Individuals

     

     

     

     

     

     

     

     

     

     

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

    519876

     

    1577100

     

    2096976

     

    17.92

     

    533733

     

    1568600

     

    2102333

     

    17.97

     

     

     

    0.05

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

    173631

     

    211400

     

    385031

     

    3.29

     

    173632

     

    211400

     

    385032

     

    3.29

     

     

     

    0.00

    c) Others (specify)

     

     

     

     

     

     

     

     

     

     

    NRI

    113008

     

    331800

     

    444808

     

    3.80

     

    117453

     

    330200

     

    447653

     

    3.83

     

     

     

    -

    Clearing Member

    100

     

    -

     

    100

     

    0.00

     

    100

     

    -

     

    100

     

    0.00

     

     

     

    -

    Trust

    1

     

    -

     

    1

     

    0.00

     

    1

     

    -

     

    1

     

    0.00

     

    -

     

    1

     

     

     

     

     

     

     

     

     

     

     

    SUB TOTAL (B)(2):

    852168

     

    2444800

     

    3296968

     

    26.18

     

    86226

     

    243470

     

    3296968

     

    28.18

     

     

     

    0.00

     

     

     

     

     

     

     

     

     

     

     

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

    852168

     

    2446800

     

    3298968

     

    28.19

     

    862268

     

    2436700

     

    3298968

     

    28.19

     

     

     

    0.00

     

     

     

     

     

     

     

     

     

     

     

    C. Shares held by Custodian for
    GDRs & ADRs

    -

    -

    -

    -

    -

    -

    -

    -

     

    -

     

     

     

     

     

     

     

     

     

     

     

    Grand Total
    (A+B+C)

    9254300

     

    2446800

     

    11701100

     

    100.00

     

    9264400

     

    2436700

     

    11701100

     

    100.00

     

     

     

    0.00

    (II) Shareholding of Promoters

     

    SHAREHOLDING AT THE BEGINNING OF THE YEAR - 01.04.2017

    SHAREHOLDING AT THE END OF THE YEAREAR 31.03.2018

    SL.
    NO

     

    Shareholders Name

     

    No. of Shares

     

    % of Total Shares of the Company

     

    % of shares pledged enncumberred to total shares

     

    No. of shares

     

    % of Total Shares of the Company

     

    % of shares pledged enncumberred to total shares

     

    % Change in share holding suring the year

    1

    ANNAMMA Joseph

     

    225668

     

    1.93

     

    -

     

    225668

     

    1.93

     

    -

     

    -

    2

    EMMANUEL PALLATH

     

    4500

     

    0.04

     

    -

     

    4500

     

    0.04

     

    -

     

    -

    3

    JOHN SAJAN

     

    500

     

    0.00

     

    -

     

    500

     

    0.00

     

    -

     

    -

    4

    JOSEPH SAJAN

     

    500

     

    0.00

     

    -

     

    500

     

    0.00

     

    -

     

    -

    5

    JULIAN SANTHOSH.

     

    228675

     

    1.95

     

    -

     

    228675

     

    1.95

     

    -

     

    -

    6

    SAJANI TOBY

     

    10

     

    0.00

     

    -

     

    10

     

    0.00

     

    -

     

    -

    7

    SANTHOSH J K

     

    7720312

     

    65.98

     

    -

     

    7720312

     

    65.98

     

    -

     

    -

    8

    SOBHA SAJAN

     

    221667

     

    1.89

     

    -

     

    221667

     

    1.89

     

    -

     

    -

    9

    ZENA EMMANUEL PALLATH

     

    300

     

    0.00

     

    -

     

    300

     

    0.00

     

    -

     

    -

    Total

     

    8402132

     

    71.81

     

    -

     

    8402132

     

    71.81

     

    -

     

    -

    (III) Change in promoters' Shareholding(Specify if there is no change)

     

    SHAREHOLDING AT THE BEGINNING OF THE YEAR - 01.04.2017

    SHAREHOLDING AT THE END OF THE YEAREAR 31.03.2018

    SL.
    NO

     

    Shareholders Name

     

    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

     

    Reason

    1

    ANNAMMA Joseph

     

    225668

     

    1.93

     

    -

     

    -

     

    -

     

    225668

     

    1.93

     

       -

    2

    EMMANUEL PALLATH

     

    4500

     

    0.04

     

    -

     

    -

     

    -

     

    4500

     

    0.04

     

       -

    3

    JOHN SAJAN

     

    500

     

    0.00

     

    -

     

    -

     

    -

     

    500

     

    0

     

       -

    4

    JOSEPH SAJAN

     

    500

     

    0.00

     

    -

     

    -

     

    -

     

    500

     

    0

     

       -

    5

    JULIAN SANTHOSH.

     

    228675

     

    1.95

     

    -

     

    -

     

    -

     

    10

     

    0

     

       -

    6

    SAJANI TOBY

     

    10

     

    0.00

     

    -

     

    -

     

    -

     

      10

     

      0

     

       -

    7

    SANTHOSH J K

     

    7720312

     

    65.98

     

    -

     

    -

     

    -

     

    7720312

     

    0

     

       -

    8

    SOBHA SAJAN

     

    221667

     

    1.89

     

    -

     

    -

     

    -

     

    221667

     

    0

     

       -

    9

    ZENA EMMANUEL PALLATH

     

    300

     

    0.00

     

    -

     

    -

     

    -

     

    300

     

       0

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

     

    SHAREHOLDING AT THE BEGINNING OF THE YEAR - 01.04.2017

    CUMULATIVE SHAREHOLDING DURING THE YEAR 31.03.2018

    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

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    285000

     

    2.44

    2

    K V THOMAS

     

    116500

     

    1.00

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    116500

     

    1.00

    3

    THOMAS VARGHESE .

     

    90000

     

    0.77

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    90000

     

    0.77

    4

    NIDHI JOSE

     

    56826

     

    0.49

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    56826

     

    0.49

    5

    SHRIRAM SODHANI

     

    50000

     

    0.43

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    50000

     

    0.43

    6

    MR V T JOHN

     

    21300

     

    0.18

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    21300

     

    0.18

    7

    SANJAYKUMAR SARAWAGI

     

    19660

     

    0.17

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

    -

     

     

     

    31.03.2018

     

     

     

    19660

     

    0.17

    8

    KRITIKUMAR P TANNA

     

    18202

     

    0.16

     

    01.04.2017

     

    No Change

     

    -

     

    -

     

    -

     

     

     

    31.03.2018

     

     

     

    18202

     

    0.16

    9

    AARYA M S

     

    17000

     

    0.15

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

    31.03.2018

     

     

     

    16200

     

    0.15

    10

    PARAS SURI

     

    16200

     

    0.14

     

    01.04.2017

     

    NO MOVEMENT DURING THE YEAR

     

     

     

     

     

     

     

    31.03.2018

     

     

     

    16200

     

    0.14

    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

        145,340,068.00

        NIL

        145,340,068.00

    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

         145,340,068.00

         NIL

        145,340,068.00

    Change in Indebtedness during the financial year

    NIL

        NIL

        NIL

        NIL

    * Addition

    NIL

    4,782,807.00

    NIL

    4,782,807.00

    * Reduction

    NIL

         

        NIL

         

    Net Change

    NIL

        150,122,875.00

         NIL

        150,122,875.00

    Indebtedness at the end of the financial year

     

          

     

         

    i) Principal Amount

    NIL

        150,122,875.00

        NIL

        150,122,875.00

    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

         150,122,875.00

        NIL

         150,122,875.00

    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 Joseph Karimattom

    ----

    ----

    ---

     

    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

         648,000

        828000

    (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

         648,000

        828000

    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

     

    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: Bengaluru

    Date: 29.05.2018

    By Order of the Board

    Santhosh J Karimattom

    Chairman & Managing Director

    Annamma Joseph

    Director

     

    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


    Santhosh Joseph Karimattom
    For NSVM & Associates
    Annamma Joseph
    DIN: 00998412
    Chartered Accountants
    DIN: 01832564
    Managing Director/ CEO
    FRN No.010072S
    Director

    D.E. Chandrasekaran
    G C S Mani
    T.N. Sajeevan
    Company Secretary
    Partner M. No. 036508
    Chief Financial Officer

    Place : Bengaluru

    Date: 29-05- 2018

    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

    31-03-2018

    31-03-2017

    Total Revenue                             

    7400

    41875

    Profit/(Loss) before Depreciation & tax     

    (3,042,601)

    (2,943,211)

    Less Depreciation & Amortisation

    12,991

    19,779

    Tax Expenses

    -

    -

    Profit(loss) after tax

    3,055,592

    2,962,990

    Balance of Profit/(Loss) from previous years

    (248,832,26)

    (245,869,277)

    Balance carried to Balance Sheet

    (251,887,859)

    (248,832,267)

    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: 29-05-2018