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CORPORATE GOVERNANCE

                                                                                                                                                                                           Annexure          

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is essentially a system by which Companies are governed and controlled by the management under the direction and supervision of the Board in the best interest of all stakeholders. It is not mere compliance of laws, rules and regulations, but also the application of best management practices and adherence to the highest ethical principles in all its dealings, to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility. Above all, it is a way of life, rather than merely a legal compulsion.Your Company’s philosophy on the Code of Governance is based on the belief that effective Corporate Governance practices constitute a strong foundation on which successful commercial enterprises are built to last. Good Corporate Governance is indispensable to resilient and vibrant capital markets and is, therefore, an important instrument of investor protection. Your Company lays great emphasis on a corporate culture of conscience, integrity, fairness, transparency, accountability and responsibility for efficient and ethical conduct of its business.
 
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. While Three Directors are independent/ non-executive Directors, the woman director belongs to executive / promoter group

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.

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.

Board Procedure:
The annual calendar of Board Meetings is agreed upon at the beginning of the year. The agenda is circulated well in advance to the Board members, along with comprehensive background information on the items in the agenda to enable the Board to arrive at appropriate decisions. The agenda and related information is circulated in electronic form/ hand delivery.

Board Meetings:
Dates of the Board meetings are well decided in advance. The agenda and other important documents are prepared by Company Secretary in consultation with Chairman and are circulated well in advance to  the members of the Board . The Board usually meets at least once in a quarter to approve the quarterly results and other matters as set out in Agenda. During the year 2015-16, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before the Board for its consideration. The independent directors have met once during the year 2015-16 on 30-01-2016. The Board periodically reviews the compliance reports of all laws applicable to the Company.

The Board of the Company met 6 times during the last financial year on 29-05-2015, 28-07-2015, 28-10-2015, 30-01-2016, 25-03-2016 and 31-03-2016. The necessary quorum was present for all the meetings.

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.     

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.

Separate Meeting of Independent Directors A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 30-01-2017, as required under the Act (Code for Independent Directors) and as per LODR.
The constitution of the Board  and the attendance of the Directors are given below:

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

Executive / Chairman

Non- Executive/ independent  Director
 
Non- Executive/ independent  Director

Non- Executive/ independent  Director

Director/ Executive

NIL

 

NIL

 

NIL

 

NIL

 

NIL

 

1

 

1

 

 
5

 

1

 

5

Yes

 

No

 

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.

 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

2. AUDIT COMMITTEE

The audit committee of the Company is constituted in line with the provisions of SEBI Listing Regulations. The total strength of the Audit Committee consists of three directors. All the members  including  Chairman are  non-executive, independent   Directors
The terms of reference, among other matters, include the following:

    • Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
    • Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.       
    • Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors.
    • Reviewing, with the management, the Annual Financial statements and Auditors’ Report thereon before submission to the board for approval.

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 01-04-2016, 30-05-2016, 20-07-2016; 20-10-2016; 20-01-2017   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                                
                                          

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

05
01
05

3.      STAKEHOLDERS RELATIONSHIP COMMITTEE
 
This committee  consists of two independent Directors, and Company Secretary and CFO  who have met on September 3, 2016 and March 11, 2017. D.E. Chandrasekaran,Company Secretary and in his absence T.N Sajeevan,CFO acts as the Compliance Officer for the said purpose. Both the directors were present at the meeting.

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

  • 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.
  • 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 1-4-2016 to 31-3-2017 (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

 

 

 

 

 

 

Transfer Nos

Shares

No of shares transferred during the period from April 2016 to March 2017

01

200

 

 

 

 

 

 

 

The constitution of the Committee is as under:

Name of the Member

Category

Anup Kumar    
Kandumpully Rajesh 
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 

Even though Company has constituted such  committee,  due to low level of operations and scope of work,  only one  meeting(30-01-2017) 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. 

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  very limited employees, performance evaluation criteria for independent directors are the standard ones used in the industry.

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                                
                                          

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

01
01
01

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

Year ended

Venue

Date

Time

31-03-2014

 

 

31-03-2015
31-03-2016

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-

 

26-09-2014 

 

30-09-2015
29-09-2016

 

10.00 AM

 

10.00 AM
10.00 AM

 Company has not conducted any postal ballot during the last  3 financial years , but has  passed Special resolution as per details given below:

26-09-2014

re-appointment of Managing Director/Delisting of shares.

26-09-2014

to borrow money up to Rs. 500,000,000 u/s Section 180(1) ( c)

26-09-2014

To borrow from MD with an option to convert to equity

  • Means of communication:

The Company submits all the quarterly/half yearly/annual results of the company with the  Stock Exchanges and 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.

  • Compliance of Insider Trading Norms

Company has adopted the code of internal procedures commensurate with the activities  and thus complies with the insider trading norms.

  • 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

7

MR. V T JOHN

21300

0.18

6

SANJAYKUMAR SARAWAGI

19660

0.17

13

KRITIKUMAR P TANNA

18202

0.16

8

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 2016-17, 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.

  • General shareholder’s information

     a) AGM   Date and Venue

Venue                                                                                    Date                           Time

Father Servanton Community Hall-2                   27-09-2017           10.00 AM
St.Francis Xavier's Cathedral Church Compound
St.John's Church Road,Fr.Servanton Circle,
(Near Coles Park ) ,Cleveland Town,
Bangalore-560005

b) Financial year ending 31st March 2017
c) Book closure date   : 21-09-2017 to 27-09-2017 (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 31.03.2017

Category

Number of Shareholders

% (percentage)

Number of Shares Held

% (percentage)

           Upto             500

7652

90.76

1382963

11.82

           501     -    1000

482

5.73

381518

3.26

         1001     -    2000

159

1.89

237286

2.03

         2001     -    3000

48

0.57

121112

1.04

         3001     -    4000

14

0.17

49540

0.42

         4001     -    5000

26

0.31

121100

1.03

      5001     -    10000

25

0.30

188228

1.61

      10001  and above

24

0.29

9219353

78.79

Total

8416

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 16

2.47

2.59

2.41

2.41

220

4

543

220

100.00

0.318

0.06

May 16

2.31

2.47

2.20

2.20

3,804

17

9,010

3,804

100.00

0.27

0.11

Jun 16

2.31

2.99

2.09

2.99

28,074

34

61,813

28,074

100.00

0.90

-0.68

Jul 16

3.00

4.06

3.00

4.06

10,285

58

39,939

10,285

100.00

1.06

1.06

Aug 16

4.26

5.41

4.26

5.14

6188

59

33,045

6,188

100.00

1.15

0.88

Sep 16

5.00

5.41

5.00

5.12

855

5

4,452

855

100.00

0.41

0.12

Oct 16

5.12

5.51

4.75

5.51

1678

19

8321

1678

100.00

0.76

0.39

Nov 16

5.70

7.16

5.69

7.16

10,485

39

65,023

10,485

100.00

1.47

1.46

Dec 16

7.51

8.50

7.51

8.23

11,347

47

92,668

11,347

100.00

0.99

0.72

Jan 17

7.82

7.82

7.82

7.82

2

1

15

2

100.00

0.00

0.00

Feb 17

7.42

7.80

7.06

7.80

1,757

18

13,107

1,757

100.00

0.74

0.37

Mar 16

7.80

8.00

7.80

8.00

3,000

2

23,800

3,000

100.00

0.20

0.20


g) Shareholding pattern as on 31.03.2017

Category

No of

%

 

shares

of Equity

Promoter Group

     8,402,132

71.81

 

 

 

Resident Body

        370,152

3.16

Corporate / CM

 

 

 

 

 

Banks/FI/FII

            2,001

0.02

MF/Trust

 

 

 

 

 

NRI/OCB/FFI

        444,808

3.80

 

 

 

Resident

     2,482,329

21.22

Individuals

 

 

 

 

 

Total

  11,701,100

100.00

Shares held by independent Directors
     Rajendra Patil                            400   (0.009% )
   Kandumpully Rajesh                    NIL
   Anup Kumar                                NIL

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 31-03-2012, he was re- appointed as Managing Director Company 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 31st day of March 2013. His tenure was up to 30-03-2016.The Board has re appointed him for a further period of five years . Since he is a non resident in the previous year, his appointment will be subject to the approval of the Central Government .He is holds a bachelor degree and has more than three decades of experience in the different field of management

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.

  • 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.
  • The ISIN for the dematerialized share of the company is INE 117CO1010
  •   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.

  • The Company has not proposed / declared any dividend during the year.
  • There were no related party transactions during the  year
  • The Company does not have any subsidiaries
  • The Company has not made anypublic issues, rights issues, preferential issues etc

during the year .

  • Financial Calendar: April to March 

For the current financial year, following is the calendar (tentative and subject to change)
       Financial reporting for:2016-2018

    • 1st Quarter –29-07-2017
    • 2nd Quarter-31-10-2017
    • 3rd Quarter-31-01-2018
    • Financial year closing : 31-03-2018
    • 4th Quarter- 25-04-2018
  • Plant Location    : Not Applicable
  • 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  : 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

  • Stock Code/  name  - 521210 / Cityman  
  • Dematerialization of shares & liquidity as on 31-03-2017

Sl.No.

Particulars

No.of share holders

No. of shares

%

1

Physical Shares

6863

2446800

20.91

2

Electronic Shares

1553

9254300

79.09

 

Total

8424

11701100

100.00

  • Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likely impact on equity  NIL
  • SEBI guidelines on Corporate Governance : The Company has fully complied the said guidelines
  • Conversion date and likely impact on Equity Shares: No such warrants/ instruments have so far been issued by the Company.
  •  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.
  • 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:

  •  The volume of shares traded were  negligible.
  •  There was no  ratings including CRISIL rating   during the year under review 
  •  The Company has  implemented  Whistle Blower policy: No personal had been denied to access to the audit  committee.
  • disclosure of commodity price risks and commodity hedging activities are not applicable
  • There are no shares in the demat suspense account or unclaimed suspense account

REPORT ON NON MANDATORY ITEMS

  • The Board : At present Chairman and Managing Director belongs to category of executive directors .
  • Share holders rights: The Company is yet to start the practice of sending six monthly report to the share holders
  • Audit Qualification : The audit report of the company does not contain any qualifications
  • Separate posts of Chairman and CEO: At present Company does not have a  separate CEO

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.

Bangalore
30.05.2017

Santhosh Joseph Karimatttom
Managing Director

INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE  GOVERNANANCE

To,
The Members
City man Limited
Bangalore – 560005.

We  have examined  the compliance of the conditions of Corporate Governance by Cityman Limited (the Company), Bangalore  for the year ended 31st March,2017  as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges.

The Compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the conditions of Corporate Governance .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 above mentioned listing agreement.   

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

For CHANDY & ZACHERIA
Chartered Accountants
FRN:  000664S
Camp : Bangalore                                                                                                          
Date  : May 26th, 2017

THANKACHAN ZACHERIAS LLB, FCA, CISA, DISA.
    Partner
    M. No. 023421