Directors Report of Citizen Infoline Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the 2181 ANNUAL REPORT and the Audited Statement of Accounts of the Company for the year ended on 31 st March, 2015

* FINANCIAL RESULTS:- (Figures in lacs)

Particulars Amount for Amount for 2014-15 (Rs.) 2013-14 (Rs.)

Total Income 497.53 524.44

Total Expenditure (446.27) (462.22)

Profit Before Depreciation, Non Cash Expenses &Tax 51.26 62.22

Less: Depreciation & Other Non Cash Expenses (33.08) (28.74)

Profit Before Tax 18.18 33.48

Less: Provision for Taxes (8.57) (10.02)

Add: Deferred Tax Asset/Liabilities 14.19 (0.35)

Less: Income tax Short / Excess Provision of earlier year (0.04) 0.45

Profit After Tax 23.76 23.56

Add: Balance Brought Forward from Previous Year 72.97 49.41

Balance Carried to Reserve & Surpluse 96.73 72.97

* PERFORMANCE REVIEW :-

During the year, the company's turnover is decreased from Rs. 473.18 Lacs to Rs.438.13 Lacs from the previous year. This year the net profit increase from Rs. 23.56 Lacs to 23.76 Lacs. The net profit ratio has Increase from 4.98% to 5.42% uring year. Your directors expect better performance in future.

* DIVIDEND:-

The dividend payout for the year under the review has been formulated in accordance with the company's policy to pay substantial dividend linked to long term performance, keeping in view the company's need for capital for its growth plans and the intent to finance through internal accruals to maximum. Your directors have always wished to appreciate the trust and faith of its members by paying them appropriate dividends.

Even though, the company has maintained good earning track records, your directors consider need to plough back current earnings to meet its future need. Therefore, your directors do not recommend any dividend current year.

* PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Companies Act, 2013.

INSURANCE:

All the existing properties including Building are adequately insured.

Directors' Report

* DIRECTORATE:-

Pursuant to the provisions of Companies Act, 2013 Kasturi R Jain and Pukhraj K Ved directors of the Company, who retires by rotation and being eligible, offer themselves for re-appointment. The Board recommends their reappointment as Directors of the Company.

The Board has appointed Harsh O. Jain as additional director of the Company and Mitesh A Jain, Sandeep M Jain as independent director of the company on 7th July 2014. Their appointments are subject to confirmation by the members at annual general meeting. The board recommends them for their appointment.

* DEPRECIATION ON FIXED ASSETS

Attention of members is drawn to Note of financial statements regarding calculations of depreciation for current financial year. The Companies Act, 2013 has changed method of computation of depreciation from calculations based on rates of depreciation to calculations based on the useful life of the company. Therefore, the company was required to ascertain useful life of all assets as on 1 April 2014 and depreciate the written down value on remaining useful life of the assets.

Further, those assets whose useful life has become Nil as on 1 April 2014 are required to be discarded and remaining WDV of such assets is required to be adjusted towards reserves of the company. The company has carried out required changes and identified useful life and WDV of all assets as per provisions of Companies Act, 2013 and recalculated depreciation on all assets accordingly. Further, the company has debited amount of Rs. 32,14,399/- against reserves and surplus as write off towards fixed assets whose useful life has become zero on 1 April 2014. This is one time write off and not expected to recur in future. Your directors believe that this will enable the company to present more correct view of financial position of the company.

* FORMAL EVALUATION STATEMENT

Formal evaluation statement u/s 134(3)(p) of Companies Act, 2013 is here with attached as annexure to the report. The evaluation includes evaluation of board as a whole, individual director and of every committee of board.

* AUDITORS:-

M/s. Baheti Bhadada & Associates, auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint M/s Baheti Bhadada and Associates, Chartered Accountants as statutory auditor of the company from current annual general meeting till end of next annual general meeting. The board has received letter from them to the effect that their re-appointment if made will be within limits specified u/s 141(1 )(g) of Companies Act, 2013.

* AUDITORS' REPORT:

The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments by the board of directors.

* SECRETARIAL AUDIT REPORT

In pursuant to Section 204 of the Companies Act, 2013, the Board herewith attaches secretarial audit report issued by practicing company secretary. There are no remarks or comments in said report which requires clarifications by the board.

Directors' Report

* ABSTRACTS OF ANNUAL RETURN

Pursuant to requirement of 93 (3) of Companies Act, 2013, the abstracts of annual return is herewith attached in Annexure of the report in prescribed Form No MGT-9.

* DIRECTORS' RESPONSIBILITY STATEMENT :-

Pursuant to requirement under section 134(3)(c) of Companies Act 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed.

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

(b) 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 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 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:

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

* CONSERVATION OF ENERGY :-

Since the company is engaged in service business, its operation does not involve substantial consumption of energy. However, the company has taken necessary care to conserve scarce resources of the nation.

* TECHNOLOGY ABSORPTION:-

The company has not imported any technology but the company is very conscious to absorb necessary technological advancement in its service. The company is continuously upgrading existing technology as well as innovating for cost eduction and quality improvements.

* FOREIGN EXCHANGE EARNINGS AND OUTGO:-

* Foreign Exchange earnings - Rs. NIL

* Foreign Exchange outgo - Rs. NIL

* PARTICULARS OF EMPLOYEES

During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 60,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5,00,000/- p.m, as prescribed.

* RISK MANAGEMENT POLICY

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 annual report.

* MANAGERIAL REMUNERATION

The details under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows.

Sr Name of Director Remuneration % increase in No. (Rs. In Lakhs) FY 2014-15

1 Ompraksh L Jain 7,20,000 Nil

2 Ravindra O Jain 4,80,000 Nil

3 Kasturi R Jain 4,80,000 Nil

Sr Name of Director Comparison of Remuneration of No. KMP against performance of the company

1 Ompraksh L Jain Net profit has decreased by

2 Ravindra O Jain 1.10% during FY 2014-15

3 Kasturi R Jain

Market Capitalization of Company As on 31 March 2015 - Rs. 304,41 Lacs

Price Earnings Ratio As on 31 March 2015 - (0.57)

Percentage Increase (Decrease) in Market Price of shares As on 31 March 2015 - with at rate at which company Rs. (4.36) came up with last public offer.

Relationship between Increase in Remuneration of employees Remuneration and Companies Performance have been increased by Rs.2.00 Lacs and net profit of company has been increased by 0.34% .

Comparison of Remuneration of There is no variable Key Managerial Personnel component in remuneration with Performance of Company of any director.

Average Percentage Increase in salaries NIL of managerial personnel & Managerial Personnel

Average Percentage Increase in There is 8% to 10% lncrease salaries of employees other than in salaries of employees managerial personnel & Managerial other than managerial Personnel personnel.

Key Parameter for variable component There is no variable of remuneration availed by the director component in remuneration of any director

The ratio of the remuneration of the Not Applicable highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

There is no employee who receives remuneration in excess of highest paid director.

The Board hereby confirms that remuneration paid to all managerial personnel is in accordance with the remuneration policy of the company.

* INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

* PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

* CORPORATE GOVERNANCE:-

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure. which is attached hereto and forms part of Directors' Report.

* NUMBER OF BOARD MEETINGS

During the year, the company had conducted total 7 board meetings. Notice for them were given properly and due quorum was present at above meetings. The date of meetings are 24/05/2014,07/07/2014,28/07/2014,17/10/2014,25/ 12/2014,31 /01 /2015 and 31 /03/2015

* NOMINATION AND REMUNERATION COMMITTEE

The Board has formed nomination and remuneration committee as required under section 178(1) of Companies Act, 2013. The company has disclosed policies as required under 178 (3) of Companies Act in its Corporate Governance Statement, forming part of directors' report.

* AUDIT COMMITTEE

The Board has constituted Audit Committee as required under section 177(1) of Companies Act, 2013. The Composition of the same has been disclosed in Corporate Governance report forming part of directors' report. During the year, the Board has agreed to all recommendations of the audit committee.

* GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4 Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission

from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

* VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The vigil mechanism has been disclosed in detail in corporate governance policy of the company which forms part of Annual Report.

* ACKNOWLEDGEMENT: -

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers, which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company.

For and on behalf of the Board

Place: Ahmedabad (Omprakash L Jain) (Ravindra O Jain) Date: 23/07/2015 Managing Director Director DIN N0:00171365 DIN NO: 00412684