Your Directors have great pleasure in presenting the 31st ANNUAL REPORT and the Audited Statement of
Accounts of the Company for the year ended on 31st March 2025.
• FINANCIAL RESULTS: -
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Particulars
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Amount for 2024-25 '
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Amount for 2023-24'
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Profit before Depreciation & Taxation
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4.00
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0.79
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Less: Depreciation
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Nil
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Nil
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Less: Provision for Taxation
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(0.71)
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Nil
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Exceptional Items
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0.00
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Nil
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Net Profit after Tax
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3.29
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0.79
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• PERFORMANCE REVIEW: -
During the year, the company witnessed growth of 103% in its turnover. The Company has earned profit
during the 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.
• 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.
• DIRECTORATE: -
Under the provisions of Companies Act, 2013 Mr. Mitesh Jain and Mr. 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.
• SECRETARIAL STANDARDS: -
The Directors state that applicable Secretarial Standards, i.e. SS-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 the performance of Chairman, Directors, Board and Committees comprises,
inter-alia, 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 are 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/decision 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 the Companies Act, 2013. His
appointment has been effected from the commencement of this Annual General Meeting until the Conclusion
of 33rdAnnual 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 33rdAnnual 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 under Section 204 of the Companies Act, 2013, the Board has appointed Ms. Jolly Krutesh Patel, Practicing
Company Secretary to conduct the Secretarial Audit for the year 2024-25. 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 under 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 and 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records
by 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;
(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 had 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 organization, 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/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 by
the policy of 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 are 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 given in Annexure, which is attached hereto and forms part of Directors’ Report.
• NUMBER OF BOARD MEETINGS
During the year, the company had conducted a total of Nine board meetings. Notice for them was given properly,
and a due quorum was present at the above meetings. The dates of the meetings are 01.04.2024, 30.04.2024,
16.05.2024, 13.08.2024, 14.08.2024, 30.09.2024, 16.10.2024, 10.02.2025, 31.03.2025.
• NOMINATION AND REMUNERATION COMMITTEE
The Board has formed a 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. The Same can be accessed on website of
the Company www.citizeninfoline.com
• 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 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 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:
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 employees of the Company under any scheme
save and except ESOS referred to in this Report.
c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration
or 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 AND 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.
For and on behalf of the Board of Directors
Place: Ahmedabad (Omprakash L Jain) (Ravindra O Jain)
Date: 28.07.2025 Managing Director Director
DIN: 00171365 DIN: 00412684
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