<dhhead>DIRECTOR’S REPORT </dhhead>
To,
The Members,
CISTRO TELELINK LIMITED
Your Directors have great pleasure in presenting 30thAnnual
Report along with the Audited Balance Sheet and Profit and Loss Account, for the year
ended 31st March, 2023.
1. FINANCIAL RESULTS:
|
Standalone |
|
(Rs) |
Particulars |
Year ended |
|
2022-23 |
2021-22 |
Total Income (including Other Income) |
21316.98 |
28,561.24 |
Gross Profit (before Interest, |
(2,955.15) |
(1,672.69) |
Depreciation and tax) |
|
|
Less: Interest |
NIL |
NIL |
: Depreciation |
NIL |
NIL |
: Provision for taxation |
NIL |
NIL |
- Current |
|
|
- Deferred |
NIL |
NIL |
Net Profit after tax |
(2,955.15) |
(1,672.69) |
Less: Other Comprehensive Income |
NIL |
NIL |
Total Comprehensive |
(2,955.15) |
(1,672.69) |
Income for the period |
|
|
2. DIVIDEND AND TRANSFER TO RESERVES:
In order to conserve resources, your directors do not recommend
dividend for the year ended 31st March, 2023 with a view to conserve resources.
No amount is being transferred to reserves during the year under
review.
3. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
During the year there is no change in the nature of business of
the Company.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the
financial position of the Company between the end of the financial year of the Company to
which the financial statements relate and the date of the report.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During period under review, Mr, Naresh Kumar Agarwal from the
position of Chief Executive Officer (CEO) cum Director of the company with effect from
November 16th,2022 due to personal reasons. Subsequent to his resignation as
CEO, he will also cease to be a Key Managerial Personnel ("KMP") under the
provisions of Section 203 of Companies Act, 2013. Mr. Naresh Kumar Agarwal, has also
confirmed that there is no other material reason for the resignation, other than, as
stated above, and the same was noted by the Board.
6. NUMBER OF BOARD MEETINGS:
During the financial year, the Board had met Six (6) times. The
details are as below:
Sr. No Date of Board Meeting |
1 27.05.2022 |
2 12.08.2022 |
3 20.08.2022 |
4 14.11.2022 |
5 16.11.2022 |
6 14.02.2023 |
7. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to
the Board that they fulfill all the requirements as stipulated in Section 149(7) of the
Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
8. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met once during the year on 14th
February, 2023 to review the working of the Company, its Board and Committees. The meeting
decided on the process of evaluation of the Board and Audit Committee. It designed the
questionnaire on limited parameters and completed the evaluation of the Board by
Non-Executive Directors and of the Audit committee by other members of the Board. The same
was compiled by Independent authority and informed to the members.
9. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
That in the preparation of the annual accounts, the applicable
accounting standard had been followed along with proper explanation relating to material
departures.
That the Directors 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.
That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the provision of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
That the Directors have prepared the Annual accounts on a going
concern basis.
That the directors had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively.
That the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating.
10. SUBSIDIARIES AND ASSOCIATE COMPANY’S:
As on 31st March, 2023, Company has no subsidiaries and
associate companies.
11. DEPOSITS:
Your Company did not accept any deposits from the public during
the year. There are no deposits which have not been claimed by depositors or paid by the
company after the date on which the deposit became due for repayment or renewal, as the
case may be, according to the contract with the depositors & there are no total
amounts due to the depositors & remaining unclaimed or unpaid.
12. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 Cash Flow is a part of Annual
Report. Consolidated Financial Statements is not applicable to the Company.
13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
There was no transfer during the year to the Investor Education
and Protection Fund in terms of Section 125of the Companies Act, 2013.
14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent
Directors with the industry scenario in which the Company is operational, the
socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to
enable them to take well informed decisions in a timely manner. The familiarization
program also seeks to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes. The policy on Company’s familiarization
program for Independent Directors is posted on Company’s website
www.cistrotelelink.com
15. INTERNAL AUDITOR
As per section 138 of the Companies Act, 2013, the Company has
appointed M/s. Phophalia S & Associates, internal auditors for the year to 2022-2023
to conduct the internal audit and to ensure adequacy of the Internal controls, adherence
to Company’s policies and ensure statutory and other compliance through, periodical
checks and internal audit.
16. STATUTORY AUDITORS:
At the Twenty Fifth Annual General Meeting of the Company M/s C.
P. Jaria & Co. re-appointed as the Statutory Auditor of the Company for a period of
five consecutive years from the conclusion of Twenty Fifth Annual General Meeting to the
conclusion of Thirtieth Annual General Meeting. Further M/s C. P. Jaria & Co retires
from their office from this Annual General Meeting.
Pursuant to the provisions of Section 139 of the Companies Act,
2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or
modification thereto), and such other applicable provisions, if any, M/s. B. Choradia
& Co., Chartered Accountants, Mumbai, with Firm Registration number 121089W were
appointed as the Statutory Auditors of the Company, to hold office of from conclusion of
Thirtieth Annual General Meeting till the conclusion of the Thirty Fifth Annual General
Meeting of the Company to be held in the year 2027, subject to approval of their
appointment at the Annual General Meeting. Members are requested to approve their
appointment.
17. STATUTORY AUDITOR’S REPORT AND QUALIFICATION:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. C.P.Jaria & Co, Statutory Auditors, in their report. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company in the year under review.
18. COST AUDITORS:
As per Section 148 read with Companies (Audit & Auditors)
Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors
for the financial year 2022-23.
19. SECRETARIAL AUDITOR & REPORT
The Board has appointed M/s HSPN & Associates LLP (formerly
know as HS Associates), Practicing Company Secretaries, Mumbai as the Secretarial Auditor
of the Company for the financial year 2022-2023. Also annexed herewith secretarial Audit
report (MR-3), in Annexure-A as provided by M/s. HSPN &Associates LLP, for the
secretarial audit conducted by them for the period 2022-2023.
20. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND BOARD’S
REPLY
The Company is yet to comply with the provisions of Regulation
39(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
regards to physical shares.
Board Reply: As informed by the management, due to weak
financial position of the company, it is yet to comply with the said provision of
Regulation 39(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015
21. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92(3)
read with Rule 12 of the Companies (Management and administration) Rules, 2014 is
furnished on the website of the Company at http://cistrotelelink.com/
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES
There are no related party transactions during the year.
The particulars of contracts or arrangements with related
parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules
prescribed under Chapter IX relating to Accounts of Companies under the Companies Act,
2013, is appended as Annexure B to Director’s Report.
The Related Party Transactions Policy as approved by the Board
is uploaded on the Company’s website at http://cistrotelelink.com/
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investment made under Section 186 of the
Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the
Balance Sheet.
24. CONSERVATIONOF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
Since the Company is not a manufacturing unit provision of
Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption is not applicable.
Further there is no Foreign Exchange Income and Expenditure.
25. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies
Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, have been provided as there are no employees in the Company during the Year
and the Directors of the Company do not draw any Remuneration. The Nomination and
Remuneration Committee of the Company has affirmed at its meeting that the Directors of
the Company do not draw any Remuneration. The Policy of the Company on
Directors’ appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178 is available on Company’s
website.
26. CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Companies Act, 2013 are not
applicable to the Company for the year under review.
27. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
The Management’s Discussion and Analysis Report for the
year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the
SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this
report as Annexure C.
28. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives and thus in pursuance of the
same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of
SEBI (LODR) 2015. Major risks identified by the businesses and functions are
systematically addressed and also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.
29. INTERNAL CONTROL SYSTEMS
The Company’s internal control systems are commensurate
with the nature of its business and the size and complexity of its operations. Significant
audit observations and follow up actions thereon are reported to the Audit Committee and
the risk management policy is available on the website of the company:
http://cistrotelelink.com/
30. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS
PERFORMANCE:
During the year, the Board adopted a formal mechanism for
evaluating its performance and as well as that of its Committees and individual Directors,
including the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as composition
of the Board & committees, experience & competencies, performance of specific
duties & obligations, governance issues etc. Separate exercise was carried out to
evaluate the performance of individual Directors including the Board Chairman who were
evaluated on parameters such as attendance, contribution at the meetings and otherwise,
independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by
the entire Board and that of the Chairman and the Non-Independent Directors were carried
out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company.
31. CORPORATE GOVERNANCE REPORT
The company falls under the criteria 15(2) (a) of the Listing
Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital
of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the
last day of the previous financial year.
32. DISCLOSURE OF COMPOSITION OF COMMITTEES:
Audit Committee
comprises of following Members
Ms. Renu Singh |
: Chairman & Independent Non-Executive Director |
Mr. Arun Kumar Sharma |
: Member & Independent Non-Executive Director |
Mr. Ganesh Saindane |
: Member & Independent Non-Executive Director |
Nomination and
Remuneration Committee comprises of following Members
Ms. Renu Singh : |
Chairman & Independent Non-Executive Director |
Mr. Arun Kumar Sharma : |
Member & Independent Non-Executive Director |
Mr. Ganesh Saindane : |
Member & Independent Non-Executive Director |
Stakeholders’
Relationship Committee comprises of following Members
Ms. Renu Singh : |
Chairman & Independent Non-Executive Director |
Mr. Arun Kumar Sharma : |
Member & Independent Non-Executive Director |
Mr. Ganesh Saindane : |
Member & Independent Non-Executive Director |
33. MEETING OF COMMITTEES OF BOARD:
During the year there were in total 6 Audit Committee Meetings,
1 Nomination & Remuneration Committee and 1 Stakeholders Relationship Committee were
held.
Further one meeting of the Independent Directors was held on
14th February, 2023.
34. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the
company: http://cistrotelelink.com/
35. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered
under the said policy. The company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and it redresses complaints
received on sexual harassment. During the financial year under review, the Company has not
received any complaints of sexual harassment from any of the employees of the Company.
36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with
the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2
to the extent applicable to the Company.
37. OTHER DISCLOSURES:
The company does not have any Employees Stock Option Scheme in
force and hence particulars are not furnished, as the same are not applicable.
No application has been made under Insolvency and Bankruptcy
Code: hence requirement to disclose the details of application made or any proceedings
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the Financial Year is not applicable to the Company.
The requirement to disclose the details of difference between
amount of valuation done at the time of onetime settlement and valuation done while taking
loan from the Banks and Financial Institutions along with the reasons thereof is also not
applicable.
38. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
support which the Company has received from its promoters, lenders, business associates
including distributors, vendors and customers, the press and the employees of the Company.
BY ORDER OF THE BOARD OF |
CISTRO TELELINK LIMITED |
SD/- |
ARUN KUMAR SHARMA |
CHAIRMAN & NON EXECUTIVE DIRECTOR |
DIN: 00369461 |
DATE: 03rd August, 2023 |
PLACE: INDORE |
+91-9892691696
