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