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Directors Report of Cistro Telelink Ltd.

Mar 31, 2014

The Members

CISTRO TELELINK LIMITED.

The Directors have great pleasure in presenting DIRECTOR''S REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.) PARTICULARS For the year ended on 31.03.2014 31.03.2013

Total Income - 242,931

Total Expenditure 2,54,088 5,06,854

Profit/ [Loss] before Taxation (2,54,088) (2,63,923)

Add: Short Provision for taxation for earlier years NIL NIL

Interest on loan written back under OTS NIL NIL

Profit/ (loss) after Taxation (2,54,088) (2,63,923)

FINANCIAL OPERATIONS:

The Company has suffered losses of Rs. 2,54,088/- (Rupees Two Lakh Fifty Four Thousand Eighty Eight Only) during the financial year. Your Directors propose to start business activities in coming year.

DIVIDEND:

In view of losses, the Directors do not recommend any dividend as such.

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 58A, 58AA & any other provision of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

SHARE CAPITAL:

There is no change in Authorised Capital and Issued Share Capital during the financial year.

SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS:

Mr. Satyendersingh Gupta resigned as a director of company on January 20, 2014.The Board placed on record its appreciation and gratitude for his guidance and valuable contribution to Company.

The Board of Directors at their meeting held on 20th January, 2014 approved the appointment of Mr. Om Prakash Madhogarhia as a Independent Non Executive Director.

During the Year in order to comply with the provisions of Clause 49 (I)(A) of Listing Agreement (Composition of Board of Directors), Mr. Arun Kumar Sharma was designated as a Non Executive Director w.e.f 20th January,2014 and Mr. Om Prakash Madhogarhia was designated as a Executive Director w.e.f 17th Februwary,2014.

Ms. Renu Singh was appointed as an Additional Director on the Board of Directors of the Company on 29th May, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director.

During the year Mr. Arun Kumar Sharma, Director retires by rotation and being eligible has offered himself for re- appointment. The members are therefore requested to re-appoint him in the forthcoming Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms;

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 Profit or Loss of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance 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;

iv. that the directors had prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of the Corporate Governance Code in pursuance of Clause 49 of the Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from the Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

AUDITORS:

M/s. C.P.Jaria & Co., Chartered Accountants, Surat, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment under any of the provisions and rules framed under the Companies Act, 2013.

AUDITORS REPORT:

The Auditors'' Report did not contain any adverse remarks or qualification.

INTERNAL AUDITORS

The company has appointed M/s. Phophalia S & Associates., Chartered Accountants, Surat, as internal auditor of the company for financial year 2014-15.

SECRETARIAL AUDITOR:

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-2015.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

Management Discussion and Analysis Statement is also annexed herewith forming a part of this report.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNING & OUTGOING:

During the year, there was no Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended upto date, there was no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

ACKNOWLDEGEMENTS:

Your Directors express their appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them.

For and on behalf of the Board of Directors

Sd/- DATE :14th August 2014 Mr. Om Prakash Madhogarhia PLACE :INDORE Chairman


Mar 31, 2010

The Directors have great pleasure in presenting DIRECTORS REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt In Rs.)

PARTICULARS For the year ended on

31.03.2010 31.03.2009

Total Income 13,69,000 NIL

Total Expenditure 17,18,000 9,015

Profit/ [Loss] before Taxation (186947) (9,015)

Add: Short Provision for taxation for earlier years NIL NIL

Interest on loan written back under OTS NIL NIL

Profit/(loss) after Taxation (1,86,947) (9,015)

Loss Brought Forward (12,18,327) (12,09,312)

Balance carried to Balance Sheet (1,405,274) (12,18,327)

FINANCIAL OPERATIONS:

The Company has suffered losses of Rs. 1,86,947/- during the financial year. Your Directors are expects to achieve better performance in future and taking maximum efforts to control the cost and optimize the results in the coming year.

DIVIDEND:

In view of losses, the Directors do not recommend any dividend as such.

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 58A, 58AA & any other provision of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES:

In accordance with the provision of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

SHARE CAPITAL:

There is no change in Authorised Share Capital and Issued Share Capital during the financial year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pyarelal Gulabchand Varma and Mr. SatyendraSingh Gupta, were appointed as an additional Directors pursuant to Section 260 of the Companies Act, 1956 during the year w.e.f. 12th July, 2010 to hold the office upto the date of the forthcoming Annual General Meeting; hence members are requested to re-appoint them in the forthcoming Annual General Meeting of the Company.

During the year Mr. Jatin Chawla, Director, retire by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint them in the forthcoming Annual General Meeting.

SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms;

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 financial year and of the Profit or Loss of the Company for that period.

iii. 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.

iv. that the Directors have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from the Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

LISTING:

The companys shares are listed at the Bombay Stock Exchange. However due to non- compliances of the Listing Agreement/ the shares are suspended from trading. Your

Board is in the process of complying with the said compliances and revocation of suspension.

AUDITORS:

M/s. S. R. NAREDI & Co. Chartered Accountants, Indore, Statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They had signified their willingness to accept re-appointment and further confirmed their eligibility under Section 224 (IB) of the Companies Act 1956.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Since ours is not a manufacturing unit the concept of conservation of energy & technology absorption is not applicable to our Company.

FOREIGN EXCHANGE EARNING & OUTGOING:

During the year, there was no Foreign Exchange earning and outgo.

ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for co-operation and support received from their Banker, stakeholders, various departments and agencies of Central and State Government and dedication and commitment to the staff at all levels without which the all-round growth and prosperity of the company would not have been possible.

By Order of the Board CISTRO TELEUNK LIMITED

DATE: 3rd September, 2010. Sd/-

PLACE: INDORE P.S. TOMAR

(CHAIRMAN)

 
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