INVESTOR RELATION
  Calendar of Events
  Corporate Governance
  Investor info
  Management Discussion and   Analysis
  Stock Exchanges where listed
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  Grievance Redressal   Division/Compliance Officer
  Address of the Registrar
  Stock Exchange Submission
 
CORPORATE GOVERNANCE

                                                                                                                                                                                           Annexure          

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is concerned with holding the balance between economic and social goals and between individual and societal goals. The Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders. The Company endeavors towards creating long-term value for all its stakeholders while focusing on the core principles of accountability, transparency, integrity, social responsibility, environment and regulatory compliances. A strong foundation in terms of an eminent, accomplished and a diverse Board providing mentorship and oversight, an effective leadership team setting the tone at the top, competent professionals across the organisation to implement and execute the governance goals, best systems, well defined process and modern technology, have made good governance a way of life at the Company. The Company confirms compliance with Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 along with other applicable provisions relating to Corporate Governance stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),Regulations, 2015 (‘Listing Regulations’), the details of which are given below:
 
1.  BOARD OF DIRECTORS:

The total strength of the Board is five. The Chairman and Managing Director of the company is the Chief Promoter of the Company. As on 31-03-2018 there are three independent directors.

The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the required criteria as mentioned in the Act/ LODR. The necessary disclosures regarding committee positions have been made by all the Directors. All Directors are also in compliance of the limit on Independent Directorships of listed Companies as prescribed in Regulation 25(1) of the Listing Regulations. The Managing Director does not serve as Independent Director in any listed Company.

All other directors other than independent directors retire and being eligible offer themselves for reappointment other than Santhosh Joseph Karimattom and Annamma Joseph, who are related to each other as mother and son , none of the Directors are related to each other.


BOARD MEETINGS, COMMITTEE MEETINGS AND PROCESS

The Board oversees the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the stakeholders are being served in order to effectively perform its responsibility. In compliance with the statutory requirements, the Board has constituted various committees with essential terms of reference.

Distribution of Board Agenda Material:
All material information is circulated at least 7 days in advance including minimum information required to be made available to the Board along with the explanatory notes as specified in LODR for facilitating meaningful and focused discussions at the meeting. Where it is not feasible to circulate any document in advance, the same is placed / tabled before the meeting with the permission of Chairman and Directors. In special and exceptional circumstances, additional item(s) are also considered.

Recording proceedings of meetings

The Company Secretary notes the proceedings of each meeting. Draft minutes are prepared, circulated to all the Directors for their comments, Once finalised, they are entered in the Minutes Book and thereafter signed by the Chairman, in accordance with the applicable Secretarial Standards.

Independent Directors

All Independent Directors of the Company have been appointed as per the provisions of the Act, Listing Regulations and the Governance Guidelines for Board Effectiveness adopted by the Company. The terms and conditions of their appointment are disclosed on the Company’s website

The performance evaluation criteria for Independent Directors, inter alia, includes the following : 1. Helps in bringing an independent judgment to bear on the Board’s deliberations. 2. Brings an objective view in the evaluation of the performance of Board and management. 3. Undertakes to regularly update and refresh his skills, knowledge and familiarity with the Company. 4. Seeks appropriate clarification / information and, where necessary, takes appropriate professional advice and opinion of outside experts at the expense of the Company. 5. Strives to attend all meetings of the Board of Directors / Board committees of which he / she is a member, and general meetings. 6. Communicates governance and ethical problems to the Chairman of the Board. 7. Pays sufficient attention and ensures that adequate deliberations are held before approving related party transactions.


During the year under review, the scope was minimal because of the very low activity of the company.

Pursuant to Schedule IV of the Companies Act, 2013 ,and the Rules made there under , a meeting of the Independent Directors was held on 30-01-2018. All Independent Directors were present for this meeting.

Responsibilities of the board of directors

Responsibilities include the following (1) Members of board of directors and key managerial personnel shall disclose to the board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.
(2) The board of directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

Key functions of the board

Among other matters, following some of the key functions of the Board of Directors:

(1) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.
(2) Monitoring the effectiveness of the listed entity’s governance practices and making changes as needed.
(3) Selecting, compensating, monitoring and, when necessary, replacing key managerial personnel and overseeing succession planning.

Details of Board Meetings

SL. No

Date of Meeting

Total no. of Directors

No of Directors attended

1

2

3

4

5

6

7

26/05/2017

30/05/2017

  31/07/2017

01/10/2017

25/10/2017

10/11/2017

05/02/2018

5

5

5

5

5

5

4

5

3

3

2

3

2

4


Composition of the Board, meetings and attendance record of each Director:

Name of the Director

Category of the Director

No.of other Directorship (*)

No of Board meetings attended

Attendance at last AGM

Santhosh Joseph  Karimattom

 

Kandumpully Rajesh

 

Anup  Kumar

 

Rajendra Patil

 

Annamma Joseph

 

Chettupuzhakaran Francis Joe (appointed on 05/02/2018)

Executive / Chairman

Non- Executive/ independent  Director

  Non- Executive/ independent  Director

Non- Executive/ independent  Director

Director/ Executive

Non- Executive/ independent  Director

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

4

 

1

 

 
7

 

3

 

7

 

0

No

 

No

 

Yes
 

 

Yes

 

Yes

 

No

  • Excludes Directorship in Indian Private Limited Companies, Foreign Companies, Companies u/s 8 of the Companies Act, 1956.
  • The Director(s) are neither Chairman/ Directors  nor  members of any other committee(s) other than  Audit committee, stake holders  committee of Cityman Limited  as mentioned in this report .  They are not in the management of any other Listed Public Companies .
  •  Leave of absence was given to Directors who were unable to attend the Board meetings, and   asked for Leave of Absence. 
  • Mr. Santhosh Joseph Karimattom and Mrs. Annamma Joseph are relatives.
  • Since the independent directors are not new to the company , and further since the operations of the company was on a very minimum scale, no further  familiarization programmers imparted to independent directors during the year.Chettupuzhakaran Francis Joe was appointed on 05/02/2018.

Code of conduct

Code of Conduct for all Board Members and Senior Management of the Company in compliance with LODR, is already implemented by the Company. The applicability of the said codes were very limited, because the activities of the company was negligible and the Company has very limited senior management staff.

None of the Non-Executive Directors has any other material pecuniary relationship or transactions with the Company, its promoters, its Directors, its senior management or its subsidiaries and associates. Directors and senior management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

 Related party transactions

No related party transactions took place during the year under review.

Vigil mechanism 

Company has framed and implemented vigil mechanism commensurate with the size and operations of the company . During the year, its scope was very minimal due to the very small scale of operations of the company.

Risk Mitigation Plan

 The Company has a risk mitigation plan, suitable to the activities of the Company. During the year under review there were no activities that required the assessment of risk.

Secretarial Standards

 The secretarial and operating practices of the Company are in line with the Secretarial Standards published by the Institute of Company Secretaries of India.

Accounting Treatment

 The Company follows Accounting Standards issued by The Institute of Chartered Accountants of India and there are no statutory audit qualifications in this regard.

Convertible Instruments

 The Company has not issued any convertible instruments

Remuneration Policy

Company has a remuneration policy suitable to the operations of the Company at present . At present the company has only three employees.Directors are not paid any remuneration . So the application of the policy was limited to the said extent.

2. AUDIT COMMITTEE

The audit committee of the Company is constituted in line line with the provisions of LODR.As on 31-03-2018, the total strength of the Audit Committee is four . Chairman and other three members belong to independent non –executive category. Woman Director, who is non-executive director is also a member of the audit committee.


Terms of reference

The broad terms of reference of Audit Committee, inter alia, are:

      a. To review the financial statements before submission to Board;

      b. To review reports of the Auditors and Internal Audit department;

      c. To review the weaknesses in internal controls, if any, reported by Internal and Statutory Auditors, etc.;

      d. To recommend the appointment, remuneration and terms of appointment of Auditors and Secretarial Auditors of the Company, etc.

During the year under review, due to the low level of operations, the scope of work of the audit committee was limited to reviewing  / analyzing the  quarterly results and making necessary recommendations and suggestions wherever required , and discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern and Management discussion and analysis of financial condition and results of operations. Company Secretary acts as  the Secretary of the Committee.


During the relevant financial year, five Audit Committee Meetings were held on 01-04-2017, 30-05-2017, 20-07-2017; 20-10-2017; 20-01-2018   and not more than one hundred and twenty days shall elapse between two meetings.


The constitution of the Committee and the attendance of each member of the Committee is given below; 

Name of the Member

Category

Attendance (No:)

Anup Kumar    
Kandumpully Rajesh 
Rajendra Patil                                
Annamma Joseph
Chettupuzhakaran Francis Joe (appointed on 05-02-2018)
                                          

Non-Ex. Director
Non-Ex. Director  
Non-Ex. Director                              Non-Ex. Director Non-Ex. Director

05
01
05
0
0

3.      STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders Relationship Committee, inter alia, include the following:


(a) Periodically interact with the Registrar and Share Transfer Agent to ascertain and look into the quality of the Company’s Shareholders / Investors grievance redressal system and to review the report on the functioning of the Investor grievances redressal system;

(b) Review the reports submitted by the Registrar and Share Transfer Agent at periodic intervals;


This committee consists of two independent Directors, and Company Secretary and CFO who have met on 12-06-2017,10-10-2017, and 20-02-2018. DE. Chandrasekaran , Company Secretary and in his absence T.N Sajeevan, CFO acts as the Compliance Officer for the said purpose.


The broad terms of reference of the stakeholders’ relationship committee are as under:

a) Consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice /annual reports, etc. and all other securities-holders related matters.

b) Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.

Number of Shareholders’ complaints received from 1-4-2017 to 31-3-2018 (These Complaints pertained mainly to non – receipt of Share Certificates upon transfer, non receipt of Annual Report, non receipt of Dividend/Interest Warrants/Redemption Warrants, etc.)

NIL

 

Number of complaints not solved to the satisfaction of the Shareholders

NIL

 

No. of shares transferred during the period from April 2017 to March 2018

Transfer Nos

Shares

  

12   
                                          

2100
                       

The constitution of the Committee is as under:

Name of the Member

Category

Anup Kumar    
Chettupuzhakaran Francis Joe  
D.E.Chandrasekaran 
TN Sajeevan     
                                          

Chairman /Non-Ex. Director
Non-Ex. Director  
Company Secretary 
CFO                        

4.        Share Transfer

In line with  the Listing Agreement/LODR, to expedite the process of share transfers, the Board of Directors of the company have   delegated  the power of share transfer to Company Secretary/ CFO and to M/s Integrated Enterprises (India) Limited who are our registrar and share transfer agents . CS/ CFO interact with the R&T Agents for all matters related to share transfer formalities at least once in a fortnight. Periodical Reports are submitted to Stakeholders Relationship Committee, for review and suggestions.

5.        NOMINATION AND REMUNERATION COMMITTEE 

The Compensation and Nomination & Remuneration Committee comprises of Non-Executive, Independent Directors.

Even though Company has constituted such committee,  due to low level of operations and scope of work,  only one  meeting took place of the said committee during the year under review, where all  the members of the committee was present. The terms of reference and role of the committee is as per Clause19 of the LODR. 

Terms of reference

The terms of reference of the Committee, inter alia, include the following:

1. To carry out evaluation of every Director’s performance;

2. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal;

3. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees;

4. To formulate the criteria for evaluation of Directors, Committees and the Board;

5. To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;

6. To carry out any other function as is mandated by the Board of Directors from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

The non-executive Directors are not paid any remuneration. In view of the very low level of operations, and taking into account the financial conditions of the Company , the Managing Director has waived his remuneration. The Remuneration of employees largely consists of basic remuneration, perquisites, allowances, and performance incentives. At present the Company has only 3 employees. Performance evaluation criteria for independent directors are the standard ones used in the industry. Committee met once on 10-11-2017.

The constitution of the Committee and the attendance of each member of the Committee is given below;

Name of the Member

Category

Attendance (No:)

Anup Kumar    
Kandumpully Rajesh 
Rajendra Patil                                 Chettupuzhakaran Francis Joe
                                          

Non-Ex. Director
Non-Ex. Director  
Non-Ex. Director                              Non-Ex. Director

01
01
01
0

Kandumpully Rajesh ceased to be a member with effect from 01-10-2017

6 Name and designation of Compliance Officer

D.E. Chandrasekaran, Company Secretary, is the Compliance Officer of the Company as required under LODR.

7 Online filings

The Company electronically files data such as Shareholding Pattern, Corporate Governance Report, quarterly and annual financial results, Corporate announcements, etc. on the BSE Limited [BSE]website.

8 Annual Report

The Annual Report containing, inter alia, audited Financial Statement, Consolidated Financial Statement, Board’s Report, Auditors’ Report and other important information is sent to Members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report. The Annual Report is also available on the Company’s website www.cityman.co.in.

9 CEO/CFO Certification

Managing Director/ CEO and the CFO of the Company have certified to the Board of Directors, inter-alia, the accuracy of financial statements and adequacy of Internal Controls for the financial reporting for the year ended 31st March, 2018.

10.      OTHER DETAILS /INFORMATIONS
 
The details of Annual General Meeting held in last 3 years are as under:
 

Year ended

Venue

Date

Time

31-03-2015

 

 

31-03-2016
31-03-2017

Father Servanton Community Hall-2
St.Francis Xavier's Cathedral Church Compound
St.John's Church Road,Fr.Servanton Circle,
(Near Coles Park ) ,Cleveland Town, Bangalore-560005

 -Same as above-
-Same as above-

 

30-09-2015 

 

29-09-2016
27-09-2017

 

10.00 AM

 

10.00 AM
10.00 AM

Company has not conducted any postal ballot during the last 3 financial years , and has not passed any special resolution:

Means of communication:

Quarterly / Annual Results


The quarterly and annual results of the Company are sent to the Stock


The quarterly and annual results of the Company are sent to the Stock

Exchanges immediately after they are approved by the Board.

Press releases are made in English (Financial Express ) and in one Kannada news paper (Sanjay Vani) stipulated in the Listing Agreement. The Company’s web site is periodically updated. Apart from this , we have not made any official news releases and there was no presentations to any institutional investors or to the analysts. We do not send half yearly financial reports to the share holders. The management Discussion and Analysis is a part of the Annual Report.


  • Top Ten Share Holders details
  • SLNO

    NAME OF THE SHARE HOLDER

    No. of Shares

    % of Total Shares of the Company

    1

    CONSENT OVERSEAS INVESTMENTS PVT LTD

    285000

    2.44

    2

    K V THOMAS

    116500

    1.00

    3

    THOMAS VARGHESE .

    90000

    0.77

    4

    NIDHI JOSE

    56826

    0.49

    5

    SHRIRAM SODHANI

    50000

    0.43

    6

    MR. V T JOHN

    21300

    0.18

    7

    SANJAYKUMAR SARAWAGI

    19660

    0.17

    8

    KRITIKUMAR P TANNA

    18202

    0.16

    9

    AARYA M S

    17000

    0.15

    10

    PARAS SURI

    16200

    0.14

    11

    SHRINIVAS P

    15900

    0.14

    • Disclosures Of Events Or Information: Specified Securities as per  Schedule III:

    During the year 2017-18, there were no items to be reported.

    • BUSINESS RESPONSIBILITY REPORT:

    Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

    11. General shareholder Information

    a). AGM Date and Venue


    Venue

    Date

    Time

    Rotary club of Cantonment , No.11, Promenade Road, Next to Goodwill Women's College,Frazer Town,Bengaluru-560005  

    28-09-2018

    10.00 AM

    b) Financial year ending 31st March 2018
    c) Book closure date   : 21-09-2018 to 27-09-2018 (both days inclusive)

    d) Listing on stock exchanges.
     The shares are listed in  BSE LIMITED
    All the dues regarding the Listing Fee have been paid  



    e) Distribution of shareholding as on 31.03.2018

    Category

    Number of Shareholders

    %(percentage)

    Number of Shares Held

    %(percentage)

               Upto             500

    7631

    90.72

    1382494

    11.82

               501     -    1000

    483

    5.74

    382152

    3.27

             1001     -    2000

    162

    1.93

    242418

    2.07

             2001     -    3000

    48

    0.57

    121458

    1.04

             3001     -    4000

    14

    0.17

    49540

    0.42

             4001     -    5000

    26

    0.31

    121300

    1.04

          5001     -    10000

    24

    0.29

    182384

    1.56

          10001  and above

    24

    0.29

    9219354

    78.79

    Total

    8412

    100.00

    11701100

    100.00

  • Share price movements:
  • Month

    Open

    High

    Low

    Close

    No. of
    Shares

    No. of
    Trades

    Total Turnover

    Deliverable Quantity

    % Deli. Qty to Traded Qty

    * Spread

    H-L

    C-O

    Apr 17

    8.35

    8.35

    7.95

    7.95

    101

    2

    803

    101

    100

    0.40

    -0.40

    May 17

    7.95

    7.95

    5.88

    5.88

    157

    8

    1194

    157

    100.00

    2.07

    -2.07

    Jun 17

    5.59

    5.59

    4.75

    4.75

    1381

    10

    7024

    1381

    100.00

    0.84

    -0.84

    Jul 17

    4.55

    4.55

    4.55

    4.55

    1466

    11

    6669

    1466

    100.00

    0

    0

    Sep 17

    4.50

    4.50

    4.50

    4.50

    11

    2

    49

    11

    100.00

    0

    0

    Jan 18

    4.71

    4.94

    4.28

    4.94

    5993

    27

    29136

    5993

    100.00

    0.66

    0.23

    Mar 18

    5.18

    5.18

    5.18

    5.18

    1

    1

    5

    1

    100.00

    0

    0


    g) Shareholding pattern as on 31.03.2018

    Category

    No of shares

    % of Equity

    Promoter Group

         8,402,132

    71.81

    Resident Body

            361,949

    3.09

    Banks/FI/FII

                2,001

    0.02

    MF/Trust

     

     

    NRI/OCB/FFI

            447,693

    3.83

    Resident

         2,487,365

    21.26

    Individuals

     

     

    Total

      11,701,100

    100.00

    Shares held by independent Directors
      Rajendra Patil                            400   (0.009% )
      

    h)  Additional information:
     Santhosh Joseph Karimattom, He is the chief promoter director of the Company. He has been Managing Director of the Company till the financial year 2002-03. At Board meeting held on March 31,2012, he was re- appointed as Managing Director for a period of one year. After the expiry of the said period , he was re appointed as Managing Director of the Company for a period of three years from March 31,2013. His tenure was up to March 30,2016.At the end of the tenure, he was re-appointed again as MD to hold office till March 30, 2020.He has a bachelor degree and has more than three decades of experience in the different field of management . He retires by rotation and being eligible offers himself for re appointment.

    Annamma Joseph:She was appointed as Additional Director  w.e.f 31-03-2015. She belongs to the promoter group and is executive director . She has an experience spanning for more than 50 years . She has successfully promoted many units and was instrumental in setting up of Cityman Limited  and was  a director of the company till the year 1999. This is her second tenure in the company.  She retires by rotation and being eligible offers herself for re appointment.
    Both of them are not directors of any public company. Annamma Joseph is the mother of Santhosh Joseph Karimattom , Managing Director of the Company.

    Chettupuzhakaran Francis Joe(DIN: 08054690) was appointed by the Board of Directors as an Additional Director of the Company with effect from 05/02/2018 and holds office up to the date of this Annual General Meeting in terms of Section 161 of the Act. He is eligible for appointment as a Director. Nomination and remuneration committee has recommended his reappointment. One shareholder also has proposed his name. He is a degree holder and has many years of experience in the different aspects of management . He is not a director in any other company. He will be an independent director for a period of five years from the date of Annual General Meeting. He has informed the company that he fulfills all the conditions of becoming an independent director.

    i) Insider Trading:The Company has adopted measures for prevention of Insider Trading. The same prohibits purchase/sale of shares of the Company by Insiders while in possession of unpublished price sensitive information.

    j) The ISIN for the dematerialized share of the company is INE 117CO1010

    k) Share transfer system:,

                                                                                       

    Both D’mat and physical form.  Integrated Enterprises (India) Limited (previously known as Alpha Systems Private Limited ) having regd office at No.30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore -560003 is the     Company’s R&T Agents. Company receives periodical reports from them and necessary delegations have been made for proper execution of all the related work.

      l) The Company has not proposed / declared any dividend during the year.

      m) The Company does not have any subsidiaries

      n) The Company has not made anypublic issues, rights issues, preferential issues etc during the year.

      o) Financial Year: April to March 

    For the current financial year, following is the calendar (tentative and subject to change)
          

    Financial reporting for:2018-2019(tentative)

      • a) 1st Quarter –13-08-2018
      • b) 2nd Quarter-10-11-2018
      • c) 3rd Quarter-10-02-2019
      • d) Financial year closing : 31-03-2019
      • e) 4th Quarter- 30-05-2019

      p) Plant Location    : Not Applicable


      q) Address for correspondence


      Registered  Office
      2nd Floor , NO.153(Old No.43/35),
      2nd Cross, Promanade Road,Frazer Town
      Bangalore-560 005
      E-mail id of the Company  :mailto:info@cityman.co.in, cityman97@rediffmail.com

      • Website: www.cityman.co.in
      • Email id of the  compliance officer: dechandrasekaran@cityman.co.in
      • Telephone No:    080-25540183
      • Fax                :   080-25540193

      Share Transfer Agents:
      Integrated Enterprises (India) Limited
      No.30, Ramana Residency,
      4th Cross, Sampige Road,
      Malleswaram, Bangalore -560003


      r) Stock Code/  name  - 521210 / Cityman  

      s) Dematerialization of shares & liquidity as on 31-03-2018


      Sl.No.

      Particulars

      No.of share holders

      No. of shares

      %

      1

      Physical Shares

      6824

      2436700

      20.82

      2

      Electronic Shares

      1588

      9264400

      79.18

       

      Total

      8412

      11701100

      100.00


      t. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likely impact on equity  NIL

      u. SEBI guidelines on Corporate Governance : The Company has fully complied the said guidelines

      v. Conversion date and likely impact on Equity Shares: No such warrants/ instruments have so far been issued by the Company.

      w. The Equity shares are listed in BSE. There were no penalty or strictures imposed by Stock Exchange or SEBI or any statutory authority on any matter on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years except a fine of Rs. 226561.50 levied by BS E Limited for delay in filing quarterly financial statements as per Reg.33 of LODR .

      x. Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.


               Performance report –in comparison – is not given because of the following:

      • a)  The volume of shares traded were  negligible.
      • b)  There was no  ratings including CRISIL rating   during the year under review 

      y.  The Company has  implemented  Whistle Blower policy: No personal had been denied to access to the audit  committee.

      z. There are no shares in the demat suspense account or unclaimed suspense account


      aa) The Company is yet to have a commodity risk management policy and foreign exchange risk policy , because the volume of transactions is very low.

      bb) The Financial Statement have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Company (Indian Accounting Standards), Rules as amended by the Company (India AS) (Amendment) Rules, 2016.

      cc) In terms of Regulation 17(8) of the Listing Regulations, the Chief Executive Officer and the Chief Financial Officer furnished a certificate to the Board of Directors in the prescribed format for the year under review which has been reviewed by the Audit Committee and taken on record by the Board.

      dd) The Board : At present Chairman and Managing Director belongs to category of executive directors .

      ee) Share holders rights: The Company is yet to start the practice of sending six monthly report to the share holders

      ff) Audit Qualification : The audit report of the company does not contain any qualifications

      gg) As per the requirements, the Internal Auditor may report directly to the Audit Committee. The Internal Auditor of the Company briefs the Audit Committee through discussions and presentations covering observations, review, comments and recommendations, etc.

      hh) Separate posts of Chairman and CEO: At present Company does not have a  separate CEO.Both the offices are held by the Managing Director.

      DECLARATION

      It is hereby declared that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.

      Bengaluru

      May 29, 2018

      Santhosh Joseph Karimatttom

      Managing Director


      CEO / CFO CERTIFICATION

      To,
      The Board of Directors
      City man Limited

      We, Santhosh Joseph Karimatttom , Managing Director/ CEO and TN Sajeevan , Chief Financial Officer of City man Limited , certify that:

      A. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2018 and that to the best of our knowledge and belief:

      (1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

      (2) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.


      B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

      C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.


      D. We have indicated to the Auditors and the Audit committee;

      (1) there were no significant changes in internal control over financial reporting during the year ended March 31, 2018;

      (2) significant changes in accounting policies during the year ended March 31, 2018 arising from the adoption of the Indian Accounting Standards have been discussed with the auditors and applicable accounting policies have been disclosed in the notes to the financial statements; and

      (3) There were no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.


      For Cityman Limited


      Bengaluru

      Date: May 29, 2018

      Santhosh Joseph Karimatttom

      Managing Director/ CEO

      TN Sajeevan

      CFO

      CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
      (Pursuant to Schedule V read with Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements ) Regulations,2015)

      To,
      The Members
      Cityman Limited


      We have examined all the compliance of the conditions of Corporate Governance by Cityman Limited for the year ended 31st March,2018 as stipulated in chapter IV of the SEBI (Listing obligations and Disclosure requirements) Regulations,2015(“listing regulations”).

      The Compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. Our examinations have been limited to procedures and implementation there of, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations. It is neither an audit nor an expression of opinion on the financial statements of the Company.

      In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with all the mandatory conditions of Corporate Governance as stipulated in the Chapter IV of the Listing Regulations.

      We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

      For NSVM & ASSOCIATES

      Chartered Accountants

      FRN:010072S

      G.C.S.MANI

      Partner

      M. No. 036508

      Camp: Bengaluru

      Date: May 20, 2018


      DECLARATION BY THE MANAGING DIRECTOR UNDER REGULATION 34(3) READ WITH PART D OF SCHEDULE V OF THE SEBI LISTING REGULATIONS

      To, The Members
      Cityman Limited

      I hereby declare that all the Directors and designated employees in the Senior Management of the Company have affirmed compliance with their respective Codes of Conduct for the Financial year ended March 31,2018

      For Cityman Limited

      Camp: Bengaluru

      Date : May 20, 2018

      Santhosh Joseph Karimattom

      Managing Director