Cityman Ltd Directors Report

Dear Members,

Your Directors have the pleasure of presenting the 31^st Annual Report together with The Audited Financial Statement of Accounts for the Financial Year ended 31^st March, 2023.

WORKING RESULTS

		(Amount in 000)
Particulars	31-03-2023	31-03-2022
Sales	1,12,000.00	-
Total Income
Profit before Interest, Depreciation, Tax Items
Finance Cost
Depreciation and Amortization Expenses Profit/(Loss) before Tax	31,851.70	(2,890.99)
Provision for Tax	1,959.83	-
Profit (loss) after Tax	29,891.87	(2,890.99)
Surplus Balance brought forward	(2,62,859.77	(2,59,968.78
Surplus Balance carried to Balance Sheet	(2,32,967.90)	(2,62,859.77)
Dividend/Transfer to reserve	NIL	NIL

STATE OF AFFAIRS AND FUTURE PLANS

During the year under review, Company could generate a profit of (Rs. In 000s) 29,891.87. Main activities include real estate related activities. There is no change in nature of business

DIRECTORS AND BOARD MEETING :

As on 31^st March 2023, the Board consists of five directors, out of which three are independent directors and 2 promoter / executive directors.

In accordance with the provisions of the Act, Santhosh Joseph Karimattom and Juliana Santhosh retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Chettupuzhakaran Francis Joe, Independent director has completed his first term of five years. Resolution has been placed before the members for his appointment for the second term.

Board meeting details are given in detail in the Corporate Governance Report, which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT .

Directors hereby affirm that:

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 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUSTAINABILITY REPORTING

Even though your Company is fundamentally committed to sustainable business and fully stands for the principles of National Voluntary Guidelines on Social, and Responsibilities of Business, since the operations were scanty, no such reporting is being done. The rules regarding Business Responsibility and Sustainability Reporting (BrSr) is not applicable

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance and also in company web site : www.cityman.in

BUSINESS RESPONSIBILITY REPORT

The clause Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31st March 2023 is not applicable to the Company.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited, Mumbai

POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has only four employees at present. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Companys overall directive.

The Board has remuneration policy in line with applicable rules and regulations, and can be viewed on http://cityman.in/Policies/Remuneration%20Policy.pdf. But its scope was very limited during the year under review, because the company has only very limited employees. None of the directors, including Managing Director was paid any remuneration. KMPs include Company Secretary and Chief Financial Officer.

DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under section 197 (12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(1) (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. The Directors are not paid any remuneration and so the ratio is not applicable

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year : Directors : Nil, CFO: 7% ,CS/CEO : Nil

(iii) the percentage increase in the median remuneration of employees in the financial year: Nil

(iv) the number of permanent employees on the rolls of company : Four

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There are only two non-managerial employee including one newly appointed, the other employee was given 20% increase. Negligible increase in the managerial remuneration and so comparison is irrelevant.

(vi) the key parameters for any variable component of remuneration availed by the directors; Not applicable because directors are not paid any remuneration.

(vii) We hereby affirm that the remuneration is as per the remuneration policy of the company.

2) (a) Name of every employees of the Company, who-

(i) If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh : Nil

(ii) If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than 8.5 lakh rupees per month: Nil

(iii) If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the company: Nil

STATUTORY AND SECRETARIAL AUDITORS

M/s NSVM & Associates, Chartered Accountants (Firm Registration Number 010072S) are the Statutory Auditors of the Company.

Krishnan Potty Jayaraj is the Secretarial Auditor and the report submitted by him forms part of this report. The secretarial audit report does not contain any qualifications, reservations or adverse remarks.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

• Energy Conservation

Steps taken or impact on conservation of energy	Companys activities does not consume huge quantity of energy
Steps taken to utilize alternate source of energy	Not applicable because not much energy is used for operation
Capital investment in energy conservation equipment	NIL
• Technology Absorption:
Effort made towards absorption of technology	NA
Benefit derived like product improvement, cost reduction, product development or import substitution	NIL
In the case of imported technology:	NA
a) The details of technology imported
b) Year of Import
c) Whether technology has been absorbed:
d) If not areas where absorption has taken place and reasons there of

C. Foreign Exchange Earnings & Outgo.

Particulars	Amount(in Rs) for the current year	Amount (in Rs) for the last year
Earnings	nil	nil
Out go	nil	nil

Other Disclosures

1. Annual Return relating to Financial Year to which the Boards is available at companys web http://cityman.in/MGT%207%202022-23.pdf

2. There is no material changes / commitments affecting the financial position of the company occurring after the balance sheet date.

3. Even though the activities of the Company was very little and scope of implementation very limited during the year under review, the Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a) Overseeing and approving the Companys enterprise-wide risk management framework; and

b) Ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and adequate risk mitigations are in place, to address these risks.

4. Internal Financial Controls are an integral part of the Group Risk Management framework and processes that address financial as well as financial reporting.

risks.

The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 Lines of Defense which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Internal Audit function. The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and effective.

5. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies (Share Capital and Debenture) Rules ,2014 : Not Applicable

6. No loan / guarantee or financial assistance were given. The company has not made a provision of money for the purchase of, or subscription for, shares in the company.

7. Company does not have any subsidiary or associate companies or joint ventures.

8. The rules regarding Corporate Social Responsibility are not applicable to the company.

9. Compliance with the code of conduct and ethics:

The company has adopted a code of conduct and ethics. The said code is posted on the Companys web site and the web link http://citvman.in/Policies/Code%20of%20Conduct%20%20Eithics.pdf. All the Board members have affirmed compliance for the year ended 31^st March,2023.

10. Whistle Blower Policy/Vigil Mechanism commensurate with the size and operations of the Company have been implemented. The Company has adopted a policy, to provide a formal vigil mechanism to the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed ‘Whistle Blower Policy and Vigil Mechanism and can be viewed at the Companys Web: http://cityman.in/Policies/Whistle%20Blower%20Policy.pdf

11. Company has not taken any deposit from public, but have taken unsecured loan from Santhosh Joseph Karimattom, Managing Director of the Company. The total loan outstanding taken from him as on 31^st March 2023 is Rs.13,39,44,456/-

12. No orders were passed by the regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.

13. There has been no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report

14. There were no changes among directors and Key Managerial personals during the year under review. On 26^th May 2022 Reshma Radhakrishnan who was the Company Secretary resigned and Muhammed Salim K is the present Company Secretary.

15. Company has not issued any issued any equity shares with differential rights/ sweat equity/ employee stock options plans.

16. Company has not bought back any shares.

17. The remarks of Statutory auditors and Secretarial Auditor are self-explanatory and does not require any clarifications.

18. Company has not given any loans /guarantees or investments under section 186 of the Companies Act.

19. There was no related party transactions as per Section 188 of the Act during the year under review. Company has a related party policy and is available at

http://cityman.in/Policies/Related%20party%20trasaction%20policy.pdf

20. Company does not have any women employee. So Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (PoSH) Act, 2013, is not applicable to the company.

21. The company has implemented a policy to undertake formal annual evaluation of the performance of directors/committees and individual directors. The evaluation is being done as per the SEBI (LODR).

22. The composition and other details of audit committee and details of Board Meeting are reported in Corporate Governance Report which is given as annexure and forms part of this report. The Board has accepted all the recommendations of the audit committee.

23. The audit report of the company does not contain any adverse qualifications or any comment on fraud.

24. The rules regarding maintenance of cost records is not applicable to the company.

25. Company has complied with applicable Secretarial standards.

26. Details of application made or proceedings pending under IBC Code: NIL

27. Details of difference between valuation amount on One Time Settlement and valuation while availing loan from banks and financial institutions: Not Applicable.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support received from all.

Place: Bengalure	By Order of the Board
Date: 30th May 2023	Santhosh joseph Karimattom
	Managing Director / CEO
	DIN : 00998412
	Juliana Santhosh
	Director
	DIN : 08551525