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Citizen Infoline Ltd.

Directors Report

BSE: 538786ISIN: INE473L01018INDUSTRY: Entertainment & Media

BSE   Rs 67.55   Open: 67.55   Today's Range 67.55
67.55
+1.32 (+ 1.95 %) Prev Close: 66.23 52 Week Range 22.86
66.23
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 36.46 Cr. P/BV 7.87 Book Value (Rs.) 8.59
52 Week High/Low (Rs.) 66/23 FV/ML 10/1 P/E(X) 1,125.83
Bookclosure 30/09/2024 EPS (Rs.) 0.06 Div Yield (%) 0.00
Year End :2024-03 

Your Directors have great pleasure In presenting the 30'" ANNUAL REPORT and the Audited Statement of Accounts of
the Company for the year ended on
31st March 2024.

Ý FINANCIAL RESULTS: -

Particulars

Amount for 2023-2024 f

Amount for 2022-2023?

Profit before Depreciation & Taxation

0 79

0.92

Less: Depredation

Nil

Nil

Less: Provision for Taxation

Nil

Nil

Exceptional Items

Nil

Nil

Net Profit after Tax

0 79

092

« PERFORMANCE REVIEW: -

During the year, the company witnessed growth of 165% in its turnover The Company has earned profit during ihe
year. Your directors expects a better performance in the next year

DIVIDEND:

The dividend payout for the year under the review has been formulated by 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 the maximum. Your directors have always wished to appreciate the trust
and faith of its members by paying them appropriate dividends As the Company has not made enough profit during the
year, Directors of the Company do not recommend any dividend in the current year.

Ý PUBLIC DEPOSITS::

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

• INSyRANCj:

All the existing properties, including Building, are adequately insured.

. DiftECTORAH: -

Under the provisions of Companies Act, 2013 Mr Mitesh Jain and Mi Sandeep Jain directors of the Company, who retires
by rotation and being eligible, offer themselves for re appointment. Mr Mitesh Jain and Mr Sandeep Jain have offered
themselves
for re appointment. Members are requested to approve their appointment

. SECRETARIAT STANpARDS:

The Directors state that applicable Secretarial Standards, i e. S5-1 and SS-2. relating to 'Meetings of the Board of Directors'
and 'General Meetings’, respectively, have been duly followed by the Company.

. FORMAL EVALUATION STATEMENT

Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached herewith to the report. The evaluation
includes evaluation of board as a whole, individual director and of every committee Of the board. The evaluation
framework
for assessing Ihe performance of Chairman, Directors, Board and Committees comprises, inter-alla, of the
following parameters:

a. Directors bring an independent judgment on the Boards' discussions utilizing their knowledge and experience,
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 should consider

d The Board/Committee meetings arc conducted in a manner which facilitates open discussions and robust debate on
all key items of the agenda.

e The Board receives adequate and timely information to enable discussions/dectsion making during Board Meetings,
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.

AUDITORS: -

M/s Krutesh Patel & Associates. Chartered Accountants, Ahmedabad, Statutory Auditors of the Company have been
appointed for the period of five year as per the provision of t he Companies Act, 2013 His appointment has been effected
from the commencement of this Annual General Meeting until the Conclusion of 33'dAnnual 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 Five years till the conclusion of the 33,dAnnual general Meeting T he
board has received letter from them to the effect that their re-appointment if made will be within limits specified u/s
141(l)(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 R_EPOR_T

In under Section 2.04 of the Companies Act, 2013, the Board has appointed Ms. Jolly Krutesh Patel, Practicing Company
Secretary to conduct the Secretarial Audit for the year 2023-24 The Board attaches herewith secretarial audit report
issued by Practicing Company Secretary In Annexure A to this report. There are no remarks or comments In the said report
which requires clarifications by the board

• DIRECTORS' RESPONSIBILITY STATEMENT: •

Under the requirement undei section 134{3)(c) of Companies Act 2013, concerning Directors' Responsibility Statement,
it is at this moment 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 tfnd prudent 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) tbp directors had taken proper and sufficient care for the maintenance of adequate accounting records by the
provisions
ol this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

fd) 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 such internal

financial controls are adequate and were operating effectively, and

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

• PARTICULARS Of EMPLOYEES: -

During the year, there were no employees, within the organisation, who received remuneration exceeding Rs.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

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 the annual report.

• INTERNAL FINANCIAL CONTROLS

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.

. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangemonts/tronsections 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 by the policy ol the Company
on the 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 arc made a part of the Annual Report A Certificate from the Practicing
Company Secretaries regarding the compliance of the conditions of the Corporate Governance is givrn in Annexure, which
is attached hereto and forms part of Directors’ Report.

. NUMBER PLBOARP MECTINGS

During the year, the company had conducted a total of Eight board meetings Notice fur them was given properly, and a
due quorum war. present at the above meetings. The dates of the meetings are 01.04.2023, 08.05.2023, 18 03 2023,
12.08.2023,04.09.2023, 07.11.2023, 0&.02.2024, IS 02 2024 & Tl.03.2024

. nomination AND remunerailon CQMMimt

The Board has formed a nomination and remuneration committee as required undm section 1/8(1) of Companies Act,
2013. The company has disclosed polities as required under 178 (3) of Companies Act In Its Corporate Governance
Statement, forming part of directors' report, The Same can be accessed on website of the Company
www.cititenmfolme.com

. AUDIT CpMMITTEE

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 the Corporate Governance report forming part of the directors’ report During the year,
the Board has agreed to all recommendations of the audit committee.

« GENERAL

Your Dlrectois 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

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 emoloyees of the Company under any scheme save ami
except ESOS referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration oi
Commission from any of its subsidiaries.

d) 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 under 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 the corporate governance policy of the company which forms part of
the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANO OUTGO

The particulars relating to the above has been given to the Annexure C to Directors’ 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,

v For and on behalf of the Board of Directors

(Omprakash L Jain) (Ravindra O Jain)

» Managing Director Director

'V-' DIN: 0017136S OIN 00412684

 
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