Cityman Ltd Directors Report.

Your Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2019.

WORKING RESULTS

(Amount in Rs)

Particulars 31-03-2019 31-03-2018
Sales 40,635 7,400
Total Income 40,635 7,400
Profit before Interest, (35,59,851) (30,42,601)
Depreciation, Tax items
Finance Cost - -
Depreciation and Amortization Expenses - 12,991
Profit(Loss) before Tax (35,59,851) (30,55,592)
Provision for Tax - -
Profit /(Loss) after Tax (35,59,851) (30,55,592)
Surplus Balance brought forward (25,18,87,859) (24,88,32,267)
Surplus Balance carried to Balance Sheet (25,54,47,710) (25,18,87,859)

The Company could not generate any income from business operations during the year under review The income consisted of other income only

RESULT OF OPERATIONS, THE STATE OF AFFAIRS AND FUT URE PLANS

The Company owns a land in Panangad, Kerala which is shown as a stock in trade in the financial statements. The Company plans to commence a Real Estate development project in the said land. There are formalities and approvals to be completed, after which the development can be undertaken. The Company is taking steps for completing these formalities.

The Company is also exploring other options and business opportunities.

DIVIDEND:

Since the Company could not generate any profits, your directors do not propose any dividend for the year under review.

DIRECTORS AND BOARD MEETING:

Santhosh Joseph Karimattom and Annamma Joseph retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The Compensation and Nomination & Remuneration Committee has recommended the following:

a) reappointment of Anup Kumar, who is eligible and has given proper declaration , as independent director for another term of five years.

b) appointment of Mathai Chacko as an Independent Director for a period of five years .

With effect from 01-04-2019 Annamma Joseph, who belongs to the promoter group, became executive director of the Company. The Board is confident that the experience of Mathai Chacko as management expert will benefit the company to a great extent in the years to come.

The management follows the procedure as specified in the ACT and LODR for appointment and re appointment of directors . The assessment and appointment of members to the board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. A potential board member is also assessed on the basis of the independence criteria defined in section 149(6) of the Companies Act, 2013 and LODR..

The details of Board meeting are given in the Corporate Governance Report which forms part of the Annual Report

DIRECTORS RESPONSIBILITY STATEMENT.

Directors hereby affirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii) We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a tine and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) We have prepared the annual accounts on a going concern basis.

v) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and operating effectively.

SUSTAINABILITY REPORTING

Your Company is fundamentally committed to sustainable business and The management fully stands for the principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business. Since the operations were scanty, no such reporting is being done.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The clause Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31st March, 2019 is not applicable to the Company

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited ,Mumbai

BOARD AND COMMITTEE MEETING DETAILS

The relevant details are given in the Corporate Governance report as Annexure - which forms part of this report.

POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

The Company regards its employees across organizational hierarchy as its most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. At Cityman, the compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Companys overall directive.

In terms of Section 178 of the Companies Act, 2013 and LODR, the Nomination and Remuneration Committee shall recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees and accordingly this policy has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.

But its scope was very limited during the year under review, because the company has only very limited employees. None of the directors are paid any remuneration. Managing Director has waived his remuneration. KMPs include Company Secretary and Chief Financial Officer.

RISK MANAGEMENT POLICY

The Board has adopted a Risk Management Policy. The Policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to

(a) Protect its shareholders and other stakeholders interest,

(b) achieve its business objective and

(c) enable sustainable growth

DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ

WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under section 197 (12)of the Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are given below:

(1) (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; The Directors are not paid any remuneration and so the ratio is not applicable

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; There is no increase in remuneration of CFO and CS and directors are not paid any remuneration

(iii) the percentage increase in the median remuneration of employees in the financial year; NIL

(iv) the number of permanent employees on the rolls of company : Three

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Not Applicable because there was no increase in the remuneration of employees, and managerial remuneration.

(vi) the key parameters for any variable component of remuneration availed by the directors ;Not applicable because directors are not paid any remuneration.

(vii) We hereby affirm that the remuneration is as per the remuneration policy of the company.

2) (a) Name of eveiy employees of the Company, who-

(i) If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh; NIL

(ii) If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than 8.5 lakh rupees per month; NIL

(iii) If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the company. NIL

AUDITORS

M/s NS VM & Associates, Chartered Accountants(Firm Registration Number : 010072S) who are the Statutoiy

Auditors of the Company have been appointed to hold office until the conclusion of the Thirtieth Annual General Meeting to be held in the year 2022

Since the Companies Act, has removed the requirement of yearly ratification of appointment of auditors by the members, resolution has been given in the notice for ratification till the year 2022.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

A. Energy Conservation

Steps taken or impact on conservation of energy Companys activities does not consume huge quantity of energy
Steps taken to utilize alternate source of energy Not applicable because not much energy is used for operation
Capital investment in energy conservation equipment NIL
B. Technology Absorption:
Effort made towards absorption of technology NA
Benefit derived like product improvement, cost reduction , product development or import substitution NIL
In the case of imported technology: NA
a) The details of technology imported
b) Year of Import
c) Whether technology has been absorbed:
d) If not areas where absorption has taken place and reasons there of

C. Foreign Exchange Earnings & Outgo.

Particulars Amount(in Rs) for the current year Amount (in Rs) for the last year
Earnings Nil Nil
Out go Nil Nil

Other Disclosures

1. Extract of Annual Return relating to Financial Year to which the Boards Report relates, attached in format MGT 9. The same is available in the company web site www.cityman.co.in

2. There is no material changes / commitments affecting the financial position of the company occurring after the balance sheet date.

3. Company has developed and implemented Risk Management policy commensurate with the size and operation of the Company. During the year under review , the operations were on a very minimal scale.

4. Company has adequate internal financial control mechanism supported with rules and procedures to be followed for each transactions/events . The Company has appropriate internal control sy stems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

5. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies( Share Capital and Debenture )Rules ,2014 : NA

6. No loan / guarantee or financial assistance were given .The company has not made a provision of money for the purchase of, or subscription for, shares in the company.

7. Company does not have any subsidiary or associate companies or joint ventures .

8. The rules regarding Corporate Social Responsibility are not applicable to the company.

9. During the year, the operations of the company were meager. But Vigil Mechanism commensurate with the size and operations of the Company have been implemented. The Company has adopted a policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed ‘Whistle Blower Policy and Vigil Mechanism.

10. Company has not taken any deposit.

11. There is no change in the nature of business of the Company

12. No orders were passed by the regulators, Courts, Tribunals impacting the going concern status and Companys operations in future. There has been no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report

13. There are no changes among Key Managerial personals during the year under review.

14. Company has not issued any issued any equity shares with differential rights/ sweat equity/ employee stock options plans.

15. Company has not bought back any shares.

16. The remarks of Statutory auditors and Secretarial Auditor are self-explanatory and does not require any clarifications.

17. Company has not given any loans /guarantees or investments under section 186 of the Companies Act.

18. There was no related party transactions as per Section 188 of the Act. Company has placed before the members at the ensuing Annual General Meeting, the resolution for the ratification/ approval of the license deed entered in to with SS agencies for the use of hade mark “cityman” . The deed was executed in the year- 1992 and is placed before the members for ratification / approval as provided in the LODR.

19. Company does not have any women employee The Company has adopted a Policy on Prevention, Pr ohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

20. Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Krishnan Potty Jayaraj, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year- ended 31st March, 2019. The Secretarial Audit Report is given as Annexure and forms part of this report . The remarks are self-explanatory.

21. The company has implemented a policy to undertake formal annual evaluation of the performance of directors / committees and individual directors . Since the activity and performance of the company was very minimal in all fi-onts, the scope of such evaluation was very limited . The evaluation is being done as per the LODR.

22. The composition and other details of audit committee is reported in Corporate Governance Report which is given as annexure and forms part of this report. The Board has accepted all the recommendations of the audit committee.

23. The audit report of the company does not contain any adverse qualifications or any comment on fraud.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support received from all.

By Order of the Board

Place: Bengaluru Santhosh Joseph Karimattom Annamma Joseph
Date: 29*May2019 Chairman & Managing Director Director