Your Directors have great pleasure in presenting the 31st ANNUAL REPORT and the Audited Statement ofAccounts of the Company for the year ended on 31st March 2025.
Particulars
Amount for 2024-25 '
Amount for 2023-24'
Profit before Depreciation & Taxation
4.00
0.79
Less: Depreciation
Nil
Less: Provision for Taxation
(0.71)
Exceptional Items
0.00
Net Profit after Tax
3.29
During the year, the company witnessed growth of 103% in its turnover. The Company has earned profitduring the year. Your directors expects a better performance in the next year.
The dividend payout for the year under the review has been formulated by the company’s policy to paysubstantial dividend linked to long-term performance, keeping in view the company’s need for capital for itsgrowth plans and the intent to finance through internal accruals to the maximum. Your directors have alwayswished to appreciate the trust and faith of its members by paying them appropriate dividends. As the Companyhas not made enough profit during the year, Directors of the Company do not recommend any dividend in thecurrent year.
During the year under review, the Company has not accepted any deposits from the public within the meaningof Companies Act, 2013.
All the existing properties, including Building, are adequately insured.
Under the provisions of Companies Act, 2013 Mr. Mitesh Jain and Mr. Sandeep Jain directors of the Company,who retires by rotation and being eligible, offer themselves for re-appointment. Mr. Mitesh Jain and Mr. SandeepJain have offered themselves for re-appointment. Members are requested to approve their appointment.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Boardof Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.
Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached herewith to the report. Theevaluation includes evaluation of board as a whole, individual director and of every committee of the board. Theevaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises,inter-alia, of the following parameters:
a. Directors bring an independent judgment on the Boards’ discussions utilizing their knowledge andexperience, especially on issues related to strategy, operational performance and risk management.
b. Directors contribute new ideas/insights on business issues raised by Management.
c. Directors anticipate and facilitate deliberations on new issues that Management and the Board shouldconsider.
d. The Board/Committee meetings are conducted in a manner which facilitates open discussions and robustdebate on all key items of the agenda.
e. The Board receives adequate and timely information to enable discussions/decision making during BoardMeetings.
f. The Board addresses the interests of all stakeholders of the Company.
g. The Committee is delivering on the defined objectives.
h. The Committee has the right composition to deliver its objectives.
M/s. Krutesh Patel & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Companyhave been appointed for the period of five year as per the provision of the Companies Act, 2013. Hisappointment has been effected from the commencement of this Annual General Meeting until the Conclusionof 33rdAnnual General Meeting. Hence, Members are requested to reconsider the reappointment of M/s.Krutesh Patel & Associates, Chartered Accountants as statutory auditor of the company for the period of Fiveyears till the conclusion of the 33rdAnnual general Meeting. The board has received letter from them to theeffect that their re-appointment if made will be within limits specified u/s 141 (1)(g) of Companies Act, 2013.
The observations made in the Auditors Report are self-explanatory and therefore, need not require any furthercomments by the board of directors.
In under Section 204 of the Companies Act, 2013, the Board has appointed Ms. Jolly Krutesh Patel, PracticingCompany Secretary to conduct the Secretarial Audit for the year 2024-25. The Board attaches herewithsecretarial audit report issued by Practicing Company Secretary in Annexure A to this report. There are noremarks or comments in the said report which requires clarifications by the board.
Under the requirement under section 134(3)(c) of Companies Act 2013, concerning Directors’ ResponsibilityStatement, it is at this moment confirmed.
(a) in the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting recordsby the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
During the year, there were no employees, within the organization, who received remuneration exceedingRs.60,00,000/- p.a. or if employed for part of the year drawing remuneration of more than Rs. 5,00,000/- p.m.as prescribed.
The Risk management policy of the company has been discussed in detail in the Management Discussion &Analysis Report, which forms part of this directors’ report, attached with the annual report.
The Company has in place adequate internal financial controls concerning financial statements. During the year,such controls were tested, and no reportable material weaknesses in the design or operation were observed.
All contracts/arrangements/transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm’s length basis. During the year, the Company had notentered into any contract/arrangement/ transaction with related parties which could be considered material bythe policy of the Company on the materiality of related party transactions.
The Company has generally implemented the procedure and adopted practices in conformity with the Code ofCorporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. TheManagement Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report.A Certificate from the Practicing Company Secretaries regarding the compliance of the conditions of theCorporate Governance is given in Annexure, which is attached hereto and forms part of Directors’ Report.
During the year, the company had conducted a total of Nine board meetings. Notice for them was given properly,and a due quorum was present at the above meetings. The dates of the meetings are 01.04.2024, 30.04.2024,16.05.2024, 13.08.2024, 14.08.2024, 30.09.2024, 16.10.2024, 10.02.2025, 31.03.2025.
The Board has formed a nomination and remuneration committee as required under section 178(1) ofCompanies Act, 2013. The company has disclosed policies as required under 178 (3) of Companies Act in itsCorporate Governance Statement, forming part of directors’ report. The Same can be accessed on website ofthe Company www.citizeninfoline.com
The Board has constituted Audit Committee as required under section 177(1) of Companies Act, 2013. TheComposition of the same has been disclosed in the Corporate Governance report forming part of the directors’report. During the year, the Board has agreed to all recommendations of the audit committee.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
a) The issue of equity shares with differential rights as to dividend, voting or otherwise.
b) The issue of shares (including sweat equity shares) to employees of the Company under any schemesave and except ESOS referred to in this Report.
c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remunerationor Commission from any of its subsidiaries.
d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impactthe going concern status and Company’s operations in future.
Your Directors further state that during the year under review, there were no cases filed under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.
The vigil mechanism has been disclosed in detail in the corporate governance policy of the company whichforms part of the Annual Report.
The particulars relating to the above has been given to the Annexure C to Directors’ Report.
Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by theShareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of yourCompany specifically express their gratitude to the Bankers, which has extended their full support to theCompany. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of theCompany.
Date: 28.07.2025 Managing Director Director
DIN: 00171365 DIN: 00412684