<dhhead>DIRECTORS REPORT </dhhead>
To
The Members
Your Directors have pleasure in presenting the 31st Annual
Report together with the Audited Accounts of the Company for the year ended 31st
March 2023.
FINANCIAL SUMMARY (Amt. in Lakhs)
| PARTICULARS |
YEARENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
| Revenue |
27.43 |
50.66 |
| Other Income |
0 |
0 |
| Total Income |
27.43 |
50.66 |
| Total Expenditure |
24.43 |
45.69 |
| Profit Before Tax |
3.00 |
4.97 |
| Exceptional Items |
0 |
0 |
| Tax Expenditure |
0.76 |
2.67 |
| Net Profit / (Loss) |
2.24 |
2.30 |
COMPANY PERFORMANCE:
During the financial year under review, your Company has achieved Total
income of Rs. 27.43 Lakhs as against the previous year Income of Rs. 50.66 Lakhs and
recorded Net Profit of Rs. 2.24 Lakhs for financial year 2022-23 when compared to a Net
Profit of Rs. 2.30 Lakhs/- during the previous year.
SHARE CAPITAL :
The Paid Up equity share capital of the Company as on 31st
March, 2023, is Rs. 3,10,00,000/- During the year under review, the Company has not issued
shares with Differential Voting Rights, Sweat Equity Shares or Employee Stock Options.
TRANSFER OF AMOUNT TO GENERAL RESERVE :
N o amount has been transferred to reserves during the year.
DIVIDEND:
Your Directors do not recommend any Dividend for the financial year
2022-2023 as the Company has incurred loss from the business operations.
FIXED DEPOSITS :
The Company has neither accepted nor renewed any deposits falling
within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the
Financial Year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
BOARD MEETINGS :
During the year under review, 6 board meetings were held on as follows.
| 30.05.2022 |
12.08.2022 |
23.08.2022 |
11.11.2022 |
13.02.2023 |
11.03.2023 |
The maximum time-gap between any two consecutive meetings was within
the period prescribed under the Companies Act, 2013.
All the Directors attended all the meetings.
BOARD EVALUATION :
The Board of Directors evaluated the annual performance of the Board as
a whole, its committees and the directors individually in accordance with the provisions
of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in the following manner:
i. Structured evaluation forms, as recommended by the Nomination and
Remuneration Committee, after taking into consideration inputs received from the
Directors, covering various aspects of the Boards functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance, for evaluation of the performance of the
Board, its Committees and each director were circulated to all the members of the Board
along with the agenda papers.
ii. The members of the Board were requested to evaluate by filling the
evaluation forms and the duly filled in evaluation forms were required to be sent to the
Company Secretary in a sealed envelope or personally submitted to the Chairman at the
concerned meeting.
iii. Based on the individual evaluation of the Directors, the Board
initiated a detailed discussion at the concerned meeting on the performance of the Board /
Committee/Individual Director, and formulated a final collective evaluation of the Board
The Board also provided an individual feedback to the concerned director on areas of
improvement, if any.
A separate meeting of Independent Directors was held on 13th
February 2023 to evaluate the performance evaluation of the Chairman, the Non-Independent
Directors, the Board and flow of information from management.
DIRECTORS & KEY MANAGERIAL PERSONAL:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr Enjamuri Pardha Saradhi (DIN: 07531047) retires
by rotation at the ensuing Annual General Meeting and being eligible, offers herself for
re-appointment
During the year Smt Himabindu Ramavath was appointed as additional
(Independent) Director of the company and Mr. Prathipati Parthasarathi was Resigned as
Independent Director of the company on 11th March, 2023.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors
confirm that to the best of their knowledge and belief and according to the information
and explanation obtained by them,
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
ii. Such accounting policies as mentioned in the notes to the financial
statements have been selected and applied consistently and judgments and estimates that
are reasonable and prudent made so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 202223 and of the profit or loss of the
Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. The annual accounts for the year 2022-23 have been prepared on a
going concern basis.
v. That proper internal financial control was in place and that the
financial controls were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all
applicable laws was in place and was adequate and operating effectively.
AUDITORS:
The Shareholders in their meeting held on 28th September,
2018 (26th AGM) approved the appointment of M/s. NSVR & Associates LLP,
Chartered Accountants, Hyderabad, as the Statutory Auditors of your Company to hold office
till the conclusion of 31st Annual General Meeting. The Board of Directors
based on the recommendation of Audit Committee considered the re-appointment of M/s. NSVR
& Associates LLP, Chartered Accountants, Hyderabad (Registration No. 008801S/S200060)
as Statutory Auditors of your Company from the conclusion of this Annual General Meeting
till the conclusion of 36th Annual General Meeting, Accordingly, a resolution
seeking the re-appointment of M/s. NSVR & Associates LLP, Chartered Accountants, as
the Statutory Auditors of your Company is included in the notice convening the Annual
General Meeting for approval of the shareholders.
The Statutory Auditors were present in the last AGM.
INTERNAL AUDITOR:
The Board of Directors based on the recommendation of the Audit
Committee has appointed Sravanthi Karuturi (M No.239567), Chartered Accountants,
Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting
their reports on quarterly basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY :
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company is under the business of investment and financing so the
particulars of the Conservation of Energy and Technology Absorption is NOT APPLICABLE.
Foreign Exchange Earnings and on word: NIL
MANAGEMENT DISCUSSION & ANALYSIS :
Pursuant to the provision of Regulation 34 (2) (e) of SEBI (LODR)
Regulations, 2015 a report on Management Discussion & Analysis is set out as an
Annexure A.
SECRETARIAL AUDIT :
Pursuant to the provisions of Section 2 04 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed P.S Rao and Associates, Practicing Company Secretaries to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as
"Annexure B" to this report
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
RELATED PARTY TRANSACTIONS :
All related party transactions that were entered into during the
financial year were on an arms length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board is
uploaded on the website of the Company. The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
in Form AOC-2 is herewith annexed as Annexure C to this report.
ANNUAL RETURN :
Pursuant to the provisions of Section 92(3) and Section 134(3) of the
Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as
amended from time to time, the Annual Return of the Company as on 31st March,
2023 is available on the Companys website and can be accessed at :
www.citiportfinancialservices.com
RISK MANAGEMENT :
Pursuant to the provisions of section 134 (3) (n) and read with all
other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being
in force) and as per SEBI(LODR)Regulations,2015 the Risk management is Not applicable to
the Company.
CORPORATE SOCIAL RESPONSIBILITY :
Pursuant to the provisions of section 135 (1) and read with all other
applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force), corporate social responsibility is Not
applicable to the Company.
CORPORATE GOVERNANCE:
Since the Paid Up Capital of the Company is less than Rs. 10 Crores and
the Net Worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17,
18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of
Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of
India(Listing Obligations and Disclosure Requirements) Regulations, 2015, are not
applicable to the Company.
VIGIL MECHANISM :
Pursuant to the provisions of section 177 (9) and read with all other
applicable provisions of the Companies Act, 2013 and the Companies (Meetings of Board and
its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force) and SEBI (LODR) Regulations, 2015 the Company has a Whistle
Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group
and also posted on the website of the Company.
NOMINATION & REMUNERATION POLICY
A committee of the Board named as "Nomination and Remuneration
Committee" has been constituted to comply with the provisions of section 178 of
Companies Act, 2013 and to recommend a policy of the Company on directors appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters and to frame proper systems for
identification, appointment of Directors & KMPs, Payment of Remuneration to them and
Evaluation of their performance and to recommend the same to the Board from time to time.
The policy is also posted in the of the companys website.
PARTICULARS OF EMPLOYEES :
The information required pursuant to Section 197 (12) read with Rule 5
(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
in respect of employees of the Company is herewith annexed as Annexure-D. In terms of Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company does not have any employee who is employed throughout the financial year and
in receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of
the year and in receipt of 8.5 Lakhs or more per month.
HUMAN RESOURCES:
The Company considers its Human Resources as the key to achieve its
Objectives. Keeping this in view, your Company takes utmost care to attract and retain
quality employees. The employees are sufficiently empowered and such work environment
propels them to achieve higher levels of performance. The unflinching commitment of the
employees is the driving force behind the Companys vision. Your Company appreciates the
spirit of its dedicated employees.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORK PLACE :
The Company strongly supports the rights of all its employees to work
in an environment free from all forms of harassment The Company has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection
to Employees at the workplace and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a safe
working environment, where Employees feel secure. The Company has also constituted an
Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and
complaints of sexual harassment and to recommend appropriate action.
The Company has not received any complaint on sexual harassment during
the year
DETAILS OF APPLICATION MADE OR ANY PROCEEDING 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:
N o application was made or any proceedings pending under the IBC, 2016
during the year ended on 31st March, 2023.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
Secretarial Standards I and II on Meetings of the Board as well as General Meetings,
respectively, as issued by the Institute of Companies Secretaries of India and notified by
the Ministry of Corporate Affairs.
GENERAL DECLARATIONS
Your directors state that, during the year under review:
1. The Company did not issue any equity shares with differential rights
as to voting or otherwise
2. The Company did not issue equity shares (including sweat equity
shares) to employees of the Company under any scheme.
3. The Company has not accepted any deposits from the public and as
such, no amount of principal or interest on deposits from the public is outstanding as of
the date of the balance sheet.
4. Maintenance of Cost records as specified by the Central Government
under section 148(1) of the Companies Act, 2013 is not required by the Company.
5. No fraud has been reported by the Auditors to the Audit Committee or
Board of the Company.
6. No Company has become or ceased to be a subsidiary, an associate
company, or a joint venture of the Company.
7. Neither the Managing Director nor the Whole-time Director receives
any remuneration or commission from any of the companys subsidiaries The Company has no
subsidiary.
8. There was no change in the nature of business of the Company.
9. No material changes and commitments, affecting the financial
position of the Company took place betweenthe end of the financial year and the date of
this report.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation and gratitude for the
continuous support and assistance extended by all the Statutory Authorities. The Board
also extends its heartfelt gratitude to the Creditors and
Shareholders for the confidence reposed by them in the Company. Your
Directors also place on record their sincere appreciation for the continued contributions
made by the employees at all levels.
|
By order of the Board of Directors For CITI PORT FINANCIAL
SERVICES LIMITED |
|
| Place: Hyderabad Date : 29.08.2023 |
Sd/- Enjamuri Pardha Saradhi Chairman and Managing Director
DIN:-07531047 |
Sd/- Himabindu Ramavath Director DIN:- 10045536 |
+91-9892691696
