Cistro Telelink Director Discussions


<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