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Directors Report of Cityman Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014

WORKING RESULTS (Amount in Rs)

Particulars 31-03-2014 31-03-2013

Sales 32,400 6,984

Profit(Loss) before Tax (3,008,178) (4,104,204)

Provision for Tax 2,096,325 NIL

Profit (loss) after Tax (5,104,503) (4,104,204)

Balance brought forward (234,186,757) (230,082,553)

Balance carried to Balance Sheet (239,291,260) (234,186,757)

YEAR UNDER REVIEW AND FUTURE PLANS

The Company has commenced preliminary planning work related to the water front project at Cochin. As mentioned in the previous year''s report it is expected that the physical work on the project will commence by the end of the financial year 2014-15.

The Company is also considering entering into a Development arrangement for developing a Apartment project near Whitefield in Bangalore.

DIVIDEND:

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

DIRECTORS

Mr. Santhosh Joseph Karimattom retire at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Anup Kumar, Mr. Rajendra Patil and Mr. Kandumpully Rajesh are independent directors who hold office till the date of AGM. They seek reappointment as per new Companies Act,2013 as independent Directors who are not liable to retire by rotation.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state:

i) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had 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 the loss of the Company for the period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

BUSINESS RESPONSIBILITY / 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. But in view of the very low level of business / commercial operations, the Company has not started the said reporting. We have not yet formed any committee for the said purpose, which we will be doing as and when it is required.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay, Bangalore, Madras and Cochin Stock Exchanges. The Board is seeking approval from the members during the ensuing AGM for voluntary de-listing of shares in Bangalore, Madras and Cochin Stock Exchanges.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act 1956 Hence , furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

M/s.Chandy & Zacheria, Chartered Accountants, Kottayam, Kerala Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy .Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors ) Rules are irrelevant/not applicable to the Company during the year under review , the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

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 : Bangalore Santhosh Joseph Karimattom Anup Kumar Date : 26-08-2014 Managing Director Director


Mar 31, 2013

The Directors have pleasure in presenting the Twenty First Annual Report together with the audited statement of accounts for the year ended March 31, 2013

WORKING RESULTS (Amount in Rs)

Particulars 31-03-2013 31-03-2012

Sales 6,984 13,760

Profit(Loss) before Tax (4,104,204) (4,255,753)

Provision for Tax NIL NIL

Profit (loss) after Tax (4,104,204) (4,255,753)

Balance brought forward (230,082,553) (225,826,800)

Balance carried to Balance Sheet (234,186,757) (230,082,553)

YEAR UNDER REVIEW AND FUTURE PLANS

As mentioned in the previous year, the Company has acquired a water front property in Cochin. This is reflected as a stock in trade in the financial statements as the Company intends to develop the property into Villas and Apartments. It is proposed to seek a Joint venture partner for the purpose.

At present some preliminary work and documentation related work is in progress. It is expected that the work on the project will commence in the next year that is 2014-15

DIVIDEND:

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

DIRECTORS

Mr. Rajendra Patil retires at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

At the Board meeting held on 30-03-2013, Mr. Santhosh Joseph Karimattom was re-appointed as Managing Director of the Company for a period of three years to hold office from 31-03-2013 to 30-03-2016. His re-appointment is not as per Sch-XIII of the Companies Act, 1956, and it will be subject to the approval of the Central Government.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors'' state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

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 the loss of the Company for the period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

FIXED DEPOSTS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company Certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Bombay, Bangalore, Madras and Cochin Stock Exchanges. The Board is seeking approval from the members during the ensuing AGM for voluntary de-listing of shares in Bangalore, Madras and Cochin Stock Exchanges.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act,1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

CHANDY & ZACHERIA, Chartered Accountants, Kottayam - 686 001, Kerala, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors ) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

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 : Bangalore Santhosh Joseph Karimattom Anup Kumar

Date : 30-08-2013 Chairman & Managing Director Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011

WORKING RESULTS (Amount in Rs)

Particulars 31-3-2011 31-03-2010

Sales 20,166 32,440

Profit (Loss) before Tax (4.749,530) (7,912,057)

Provision for Tax NIL NIL

Profit (loss) after Tax (4,749,530) (7,912,057)

Balance brought forward (221,077,270) (213,165,213)

Balance carried to Balance Sheet (225,826,800) (221,077,270)

OPERATIONS AND FUTURE PLANS

Your Directors are glad to report that as a First step and as mentioned in the earlier reports the Company's shares have been relisted on the Bombay and other stock exchanges. This is a big step and the Directors express their thanks to all those who worked to make this possible. This is also a vindication of the Directors sincerity in revamping and ramping up the business with the sole objective of bringing value to the shareholders.

The Directors are working on a number of plans and are hopeful that they would start bearing fruits from the year 2011-2012.

Your Directors have proposed to allot up to 80,00,000 (Eighty Lacs only) equity shares of Rs. 10.00 each at face value to Mr. Santhosh J Karimattom , Promoter of the Company. The purpose of this preferential allotment is to convert the unsecured loan of Rs.800,00,000 provided by Mr. Santhosh J Karimattom, to the Company. The proposed resolution and explanatory statement is included in the Notice convening the Annual General Meeting and is being sent to the members

DIVIDEND :

Since the Company could not generate any profits, your directors do not propose any dividend for the year 2010-11

DIRECTORS

Mr. George Jacob retires at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

Mr. Rajendra Patil was appointed as additional director of the Company with effect from 12-08-2010 and he was reappointed at the last AGM.

Mr. M S Roy resigned from the Board with effect from 12-08-2010

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the loss of the Company for the period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Regarding the observation of auditors about nonpayment of Rs. 18.57 Lacs of income tax we submit that, we have requested the I.T. department to allow us to paythe amount in installments and the same is being paid, the balance amount due as on date is Rs. 14.57 Lacs.

v) That the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSTS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LSITING AGREEMENTS REQWREMENTS:

The securities of your company are listed at Bombay, Bangalore, Madras, Cochin Stock Exchanges.

BUY BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Actml956 Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

CHANDY & ZACHERIA, Chartered Accountants, Kerala, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

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

Santhosh J Karimattom Director

George Jacob Director

Place : Bangalore Date : 03-09-2011




Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with audited statement of accounts for the year ended 31 st March, 2010

WORKING RESULTS (Amount in Rs.)

Particulars 31-03-2010 31-03-2009

Total Income 14,06,985 5,75,562

Depreciation 1,67,727 352,287

(Loss) before Tax (79,12,057) (3,133,269)

Provision for Tax-FBT - (4,576)

Profit (loss) after Tax (79,12,057) (3,137,845)

Prior Period Adjustments - (56,41,862)

Balance brought forward (21,31,65,213) (204,385,506)

Balance carried to Balance Sheet (22,10,77,270) (213,165,213)

OPERATIONS AND FUTURE PLANS

The operations for the year under review shows a loss (Before Tax) of Rs 79,12,057

Your Directors are glad to inform you that our efforts to get the re-listing process is completed and is almost coming to an end. We have received the clearance from SEBl . We are in the process of submitting a few more documents to BSF, Mumbai, which is required for the purposes of completing this procedure.

As mentioned in the last year, the Company is examining various business options and is evaluating opportunities. We expected that the Company could commence the business in the current year. But due to market conditions and various other factors, the Company is yet to finalize its business strategy. The Company has undertaken a study of reviving the brand by a reputed consultancy organization. Based on their report and considering the market conditions, your Directors are examining options for the best possible course of action. Your Directors are also examining other business options which could add value to the shareholders.

We are confident that the Company will be in a position to commence operations by early next year.

DIVIDEND:

Since the Company could not generate any profits, management does not propose any dividend for the year 2009-10

DIRECTORS;

Mr. Kandumpully Rajesh retires at the ensuing Annual Genera! Meeting, and being eligible offers himself for reappointment.

Mr Rajendra Patil was appointed as additional director of the Company with effect from 12-08-20 J 0 and as per the Companies Act, 1956, he can hold office only till the date of Annual General Meeting. Proposals have been received for his re-appointmcni at the Annual General Meeting.

Mr. M S Roy resigned from the Board with effect from 12-08-2010

DIRECTORS RESPONSIBH JTY STATEMENT

Your Directors State:

i) that in the preparation of the annua! accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgement 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 the loss of the Company for the year

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

FIXED DEPOSTS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review,

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay, Bangalore, Madras, Cochin Exchanges, The shares were not allowed to be traded at the exchange, for various reasons for many years. Now The Bombay Stock Exchange has given an in principle letter for relisting, and soon the shares will be relisted at the Exchange

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2 A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies (Particulars of Employees )1975 does not arise.

AUDITORS

M/s.CHANDY & ZACHERIA, Chartered Accountants, Kottayam, Kerala, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment, you are requested to appoint the auditors and fix their remuneration.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy .Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the in the report of Board of Directors ) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

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

Santhosh J Karimattom

Director

Place : Bangalore George Jacob

Date :01.09.2010 Director


Mar 31, 2009

The Directors have pleasure in presenting the Annual Report together with audited statement of accounts for the year ended 31sl March, 2009

WORKING RESULTS (Amount in Rs)

Particulars 31-3-2009 31-03-2008

Total Income 5,75,562.00 4,32,564.00 Depreciation 352,287.00 3,52,287.00 Profit(Loss) before Tax (3,133,269.00) (1,06,92,622.00) Provision for Tax-FBT 4,576.00 8379.00 Profit (loss) after Tax (3,137,845.00) (1,07,01,001.00) Prior Period Adjustments (56,41,862.00) NIL Balance brought forward (204,385,506.00) (193,68,4505.00) Balance carried to Balance Sheet (213,165,213.00) (204,385,506.00)

OPERATIONS AND FUTURE PLANS

The operations for the year under review shows a loss (Before Tax) of Rs. 31,33,269-00.

The Company has not been active for the past seven years due to a severe financial crisis. For the past three years the Company was in the process of gradually liquidating all debts with various Banks and Financial institutions. Your Directors are glad to report that during the year under review the Company has closed all loans and is a debt free company from this year. The entire amounts required for closing the debts was bought in by the directors and is reflected as unsecured loans in the Balance sheet. The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders. But the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are pleased to report that a study for the revival of the Cityman Brand (Garments) is already commissioned and is underway. The assignment has been entrusted to a reputed consultancy organization who will examine the feasibility including the strategy for a proper slotting of the Brand in the current market environment, implementation schedule and strategy. It is expected that the launch could be sometime in March-June 2010.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where Some value and synergies can be perceived. It is our Objective that we commence activities in 2010-11 and consolidate in 2011-12. We would like to see that the Company is en route to generating a healthy top line and bottom line from 2012-13 onwards.

DIVIDEND:

Since the Company could not generate any profits, management does not propose any dividend for the year 2008-09

DIRECTORS

Thyparambil Alahari Vijayan and Santhosh J Karimattom retire at the ensuing Annual General Meeting , and being eligible offers themselves for reappointment. George Jacob and Kandumpully Rajesh were appointed as additional directors of the Company on 30-7-2009 and 20-03-2009 respectively and hold office till the date of Annual General Meeting. notices are received for their re-appointment at the Annual General Meeting. Ramesh G Makhija resigned from the Board with effect from 30-7-2009

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors State :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the loss of the Company for the period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

FIXED DEPOSTS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LSITING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay, Bangalore, Madras, Cochin Exchanges. Trading in companys securities remain suspended at Stock Exchanges for various reasons including non -submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Actl956 Hence , furnishing of particulars under the Companies ( Particulars of Employees )1975 does riot arise.

AUDITORS

M/s. CHANDY & ZACHERIA, Chartered Accountants, Kottayam, Kerala, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy .Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors ) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Place : Bangalore For Cityman Limited Date :31st August 2009 Santhosh J Karimattom Director

George Jacob Director

 
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