Directors Report of Cistro Telelink Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting 32^nd Annual Report along with the Audited Balance
Sheet and Profit and Loss Account, for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

Standalone
Particulars	Year end	ed (in INR)
	2023-2024	2022-2023
Total Income (Including Other Income)	75,800	21,317
Gross Profit (before Interest, Depreciation and tax)	400	(2,955)
Less: Interest	NIL	NIL
: Depreciation	NIL	NIL
: Provision for taxation - Current - Deferred	NIL	NIL
Less: Exceptional Items	(14,48,300)	NIL
Net Profit after tax	(14,47,900)	(2,955)
Less: Other Comprehensive Income	NIL	NIL
Total Comprehensive Income for the period	(14,47,900)	(2,955)

2. DIVIDEND AND TRANSFER TO RESERVES:

Since there is loss during the financial year, no dividend is recommend for the financial year under
review. Therefore, no amount is being transferred to reserves during the financial year under
review.

3. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

During the financial year there is no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments affecting the financial position of the Company
between the end of the financial year of the Company to which the financial statements relate and
the date of the report.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review:

(a) Ms. Bandana Singh, resigned from the post of Independent Director of the Company due to
personal reasons and other commitments w.e.f. close of business hours on 12th July, 2023.
Subsequent to her resignation as Independent Director, she will also cease to be a Key
Managerial Personnel ("KMP") under the provisions of Section 203 of Companies Act, 2013.
Ms. Bandana Singh, has also confirmed that there is no other material reason for the

resignation, other than, as stated above, and the same was noted by the Board.

(b) Mr. Harilal Singh Jhabar Ram Farhan (DIN: 05124923) is appointed as an additional director
as well as Independent Director of the Company w.e.f. 6^th February, 2024. Pursuant to Section
161 of the Companies Act, 2013, Mr. Harilal Singh Jhabar Ram Farhan (DIN: 05124923) hold
office up to the date of ensuing Annual General Meeting of the Company. Mr. Harilal Singh
Jhabar Ram Farhan (DIN: 05124923) has given his consent to act as a Director of the Company
pursuant to Section 152 of the Companies Act, 2013. Mr. Harilal Singh Jhabar Ram Farhan (DIN:
05124923) has further confirmed that he is neither disqualified nor debarred from holding the
Office of Director under the Companies Act, 2013 or pursuant to any Order issued by SEBI.

6. Mr. Sudama Patel (DIN: 10132041) is appointed as an Additional Director as well as Whole Time
Director of the Company w.e.f. 6th February, 2024. Pursuant to Section 161 of the Companies Act,
2013, Mr. Sudama Patel (DIN: 10132041) hold office up to the date of this Annual General Meeting.
Mr. Sudama Patel (DIN: 10132041) has given his consent to act as a Director of the Company
pursuant to Section 152 of the Companies Act, 2013. Mr. Sudama Patel (DIN: 10132041) has further
confirmed that he is neither disqualified nor debarred from holding the Office of Director under the
Companies Act, 2013 or pursuant to any Order issued by SEBI.

During the financial year, the 6 (Six) board meetings were held. The details are as below:

Sr. No.	Date of Board Meeting
1	29.05.2023
2	12.07.2023
3	31.07.2023
4	03.08.2023
5	09.11.2023
6	06.02.2024

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.

8. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 14th January, 2024 to review the working
of the Company, its Board and Committees. The meeting decided on the process of evaluation of the
Board and Audit Committee. It designed the questionnaire on limited parameters and completed
the evaluation of the Board by Non-Executive Directors and of the Audit committee by other
members of the Board. The same was compiled by Independent authority and informed to the
members.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability
hereby confirms that:

i) In the preparation of the annual accounts, the applicable accounting standard had been
followed along with proper explanation relating to material departures.

ii) 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 of the Loss of the
Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenances of adequate
accounting records in accordance with the provision of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) 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.

The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating.

10. SUBSIDIARIES AND ASSOCIATE COMPANY''S:

As on 31st March, 2024, Company has no subsidiaries and associate companies.

11. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits
which have not been claimed by depositors or paid by the company after the date on which the
deposit became due for repayment or renewal, as the case may be, according to the contract with
the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

12. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 Cash Flow is a part of Annual Report. Consolidated Financial
Statements is not applicable to the Company.

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company was not required to transfer unclaimed
dividend to the Investor Education and Protection Fund in terms of Section 125 of the Companies
Act, 2013.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario in
which the Company is operational, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant developments so as to enable them to take well informed decisions in a timely manner.
The familiarization program also seeks to update the Directors on the roles, responsibilities, rights
and duties under the Act and other statutes. The policy on Company''s familiarization program for
Independent Directors is posted on Company''s website www.cistrotelelink.com

15. INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Phophalia S &
Associates, internal auditors for the year to 2023-2024 to conduct the internal audit and to ensure
adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other

compliance through, periodical checks and internal audit.

16. STATUTORY AUDITORS:

At the 30^th AGM, M/s. B. Choradia & Co., Chartered Accountants, Mumbai, with Firm Registration
number 121089W were appointed as the Statutory Auditors of the Company, to hold office of from
conclusion of Thirtieth Annual General Meeting till the conclusion of the Thirty Fifth Annual General
Meeting of the Company to be held in the year 2027, on the approval of the shareholders.
Accordingly, M/s. B. Choradia & Co., Chartered Accountants continue to be the Statutory Auditors
of the Company.

17. STATUTORY AUDITOR''S REPORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. B.
Choradia & Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company in the year under review.

18. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the
company was not liable to appoint Cost auditors for the financial year 2023-24.

19. SECRETARIAL AUDITOR & REPORT

The Board has appointed M/s HSPN & Associates LLP (formerly know as HS Associates), Practicing
Company Secretaries, Mumbai as the Secretarial Auditor of the Company for the financial year
2023-2024. Also annexed herewith secretarial Audit report (MR-3), in Annexure-A as provided by
M/s. HSPN &Associates LLP, for the secretarial audit conducted by them for the period 2023-2024.

20. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND BOARD''S REPLY

Below are the observation / adverse remark by Secretarial Auditors for the financial year 2023 -
2024:

1. The Company is yet to comply with the provisions of Regulation 39(4) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as regards to physical shares.

Board Reply: As informed by the management, due to weak financial position of the Company,
it is yet to comply with the said provision of Regulation 39(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Company is in process of complying the with
the provisions of Regulation 39(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as regards to physical shares.

2. During the year, on 6^th February, 2024 MCA issued adjudication notice and levied penalty of
INR 5,00,000 on the Company and INR 68,000 on whole time director of the Company.

Board Reply: As informed by the management, The Company on 2^nd April, 2024, filed appeal
with the Regional Director for waiver of the penalty levied on the Company and its whole time
director for violation of Section 203 (1) of the Companies Act, 2013 read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, i.e., with
regards to not appointment of Company Secretary for the interim period between 2^nd
November, 2018 and 20^th November, 2018. The order from Regional Director is pending up to
the date of this report.

21. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies
(Management and administration) Rules, 2014 is furnished on the website of the Company at
http://cistrotelelink.com/

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no related party transactions during the financial year. The particulars of contracts or
arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of
the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act,
2013, is appended as Annexure B to Director''s Report.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s
website at http://cistrotelelink.com/

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been
disclosed in the financial statements in Schedule 13 of the Balance Sheet.

24. CONSERVATIONOF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Since the Company is not a manufacturing unit provision of Section 134(m) of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014 regarding conservation of energy,
technology absorption is not applicable.

Further there is no Foreign Exchange Income and Expenditure.

25. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been
provided as there are no employees in the Company during the Year and the Directors of the
Company do not draw any Remuneration. The Nomination and Remuneration Committee of the
Company has affirmed at its meeting that the Directors of the Company do not draw any
Remuneration. The Policy of the Company on Directors'' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178 is available on Company''s website.

26. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 are not applicable to the Company for the
year under review.

27. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, is annexed to this report as Annexure C.

28. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to
key business objectives and thus in pursuance of the same it has formulated a Risk Management
Policy to ensure compliance with regulation 17 of SEBI (LODR) 2015. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings of the
Audit Committee and the Board of Directors of the Company.

29. INTERNAL CONTROL SYSTEMS

The Company''s internal control systems are commensurate with the nature of its business and the
size and complexity of its operations. Significant audit observations and follow up actions thereon
are reported to the Audit Committee and the risk management policy is available on the website of
the company: http://cistrotelelink.com/

30. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well
as that of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects of the
Boards functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, governance issues etc. Separate exercise was carried
out to evaluate the performance of individual Directors including the Board Chairman who were
evaluated on parameters such as attendance, contribution at the meetings and otherwise,
independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the
Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of
the Board and its Committees with the Company.

31. CORPORATE GOVERNANCE REPORT

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements
(LODR) Regulations, 2015 as the Paid-up capital of the company is below INR 10 Crores and net
worth is below INR 25 Crores as on the last day of the previous financial year.

32. DISCLOSURE OF COMPOSITION OF COMMITTEES:

• Audit Committee comprises of following Members

Ms. Renu Singh			Chairman & Independent Non-Executive Director
Mr. Arun Kumar Sharma			Member & Independent Non-Executive Director
Mr. Ganesh Saindane			Member & Independent Non-Executive Director

• Nomination and Remuneration Committee comprises of following Members

Ms. Renu Singh		Chairman & Independent Non-Executive Director
Mr. Arun Kumar Sharma		Member & Independent Non-Executive Director
Mr. Ganesh Saindane		Member & Independent Non-Executive Director

• Stakeholders'' Relationship Committee comprises of following Members

Ms. Renu Singh		Chairman & Independent Non-Executive Director
Mr. Arun Kumar Sharma		Member & Independent Non-Executive Director
Mr. Ganesh Saindane		Member & Independent Non-Executive Director

33. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 4 Audit Committee Meetings, 1 Nomination & Remuneration
Committee and 1 Stakeholders Relationship Committee were held.

Further one meeting of the Independent Directors was held on 14th January, 2024.

34. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their
genuine concerns. The Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the company: http://cistrotelelink.com/

35. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has zero tolerance towards sexual harassment at the workplace and towards this
end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under the said policy. The company has
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
it redresses complaints received on sexual harassment. During the financial year under review, the
Company has not received any complaints of sexual harassment from any of the employees of the
Company.

36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the
revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

37. OTHER DISCLOSURES:

The company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to
disclose the details of application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time
of onetime settlement and valuation done while taking loan from the Banks and Financial
Institutions along with the reasons thereof is also not applicable.

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has
received from its promoters, lenders, business associates including distributors, vendors and
customers, the press and the employees of the Company.

BY ORDER OF THE BOARD OF
CISTRO TELELINK LIMITED

ARUN KUMAR SHARMA

CHAIRMAN & NON-EXECUTIVE DIRECTOR

DIN: 00369461

DATE: 1st July, 2024

PLACE: INDORE

---

Mar 31, 2014

The Members

CISTRO TELELINK LIMITED.

The Directors have great pleasure in presenting DIRECTOR''S REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.) PARTICULARS For the year ended on 31.03.2014 31.03.2013

Total Income - 242,931

Total Expenditure 2,54,088 5,06,854

Profit/ [Loss] before Taxation (2,54,088) (2,63,923)

Add: Short Provision for taxation for earlier years NIL NIL

Interest on loan written back under OTS NIL NIL

Profit/ (loss) after Taxation (2,54,088) (2,63,923)

FINANCIAL OPERATIONS:

The Company has suffered losses of Rs. 2,54,088/- (Rupees Two Lakh Fifty Four Thousand Eighty Eight Only) during the financial year. Your Directors propose to start business activities in coming year.

DIVIDEND:

In view of losses, the Directors do not recommend any dividend as such.

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 58A, 58AA & any other provision of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

SHARE CAPITAL:

There is no change in Authorised Capital and Issued Share Capital during the financial year.

SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS:

Mr. Satyendersingh Gupta resigned as a director of company on January 20, 2014.The Board placed on record its appreciation and gratitude for his guidance and valuable contribution to Company.

The Board of Directors at their meeting held on 20th January, 2014 approved the appointment of Mr. Om Prakash Madhogarhia as a Independent Non Executive Director.

During the Year in order to comply with the provisions of Clause 49 (I)(A) of Listing Agreement (Composition of Board of Directors), Mr. Arun Kumar Sharma was designated as a Non Executive Director w.e.f 20th January,2014 and Mr. Om Prakash Madhogarhia was designated as a Executive Director w.e.f 17th Februwary,2014.

Ms. Renu Singh was appointed as an Additional Director on the Board of Directors of the Company on 29th May, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director.

During the year Mr. Arun Kumar Sharma, Director retires by rotation and being eligible has offered himself for re- appointment. The members are therefore requested to re-appoint him in the forthcoming Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms;

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 of the Profit or Loss of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act 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.

CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of the Corporate Governance Code in pursuance of Clause 49 of the Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from the Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

AUDITORS:

M/s. C.P.Jaria & Co., Chartered Accountants, Surat, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment under any of the provisions and rules framed under the Companies Act, 2013.

AUDITORS REPORT:

The Auditors'' Report did not contain any adverse remarks or qualification.

INTERNAL AUDITORS

The company has appointed M/s. Phophalia S & Associates., Chartered Accountants, Surat, as internal auditor of the company for financial year 2014-15.

SECRETARIAL AUDITOR:

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-2015.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

Management Discussion and Analysis Statement is also annexed herewith forming a part of this report.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNING & OUTGOING:

During the year, there was no Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended upto date, there was no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

ACKNOWLDEGEMENTS:

Your Directors express their appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them.

For and on behalf of the Board of Directors

Sd/- DATE :14th August 2014 Mr. Om Prakash Madhogarhia PLACE :INDORE Chairman

---

Mar 31, 2010

The Directors have great pleasure in presenting DIRECTORS REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt In Rs.)

PARTICULARS For the year ended on

31.03.2010 31.03.2009

Total Income 13,69,000 NIL

Total Expenditure 17,18,000 9,015

Profit/ [Loss] before Taxation (186947) (9,015)

Add: Short Provision for taxation for earlier years NIL NIL

Interest on loan written back under OTS NIL NIL

Profit/(loss) after Taxation (1,86,947) (9,015)

Loss Brought Forward (12,18,327) (12,09,312)

Balance carried to Balance Sheet (1,405,274) (12,18,327)

FINANCIAL OPERATIONS:

The Company has suffered losses of Rs. 1,86,947/- during the financial year. Your Directors are expects to achieve better performance in future and taking maximum efforts to control the cost and optimize the results in the coming year.

DIVIDEND:

In view of losses, the Directors do not recommend any dividend as such.

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 58A, 58AA & any other provision of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES:

In accordance with the provision of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

SHARE CAPITAL:

There is no change in Authorised Share Capital and Issued Share Capital during the financial year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pyarelal Gulabchand Varma and Mr. SatyendraSingh Gupta, were appointed as an additional Directors pursuant to Section 260 of the Companies Act, 1956 during the year w.e.f. 12th July, 2010 to hold the office upto the date of the forthcoming Annual General Meeting; hence members are requested to re-appoint them in the forthcoming Annual General Meeting of the Company.

During the year Mr. Jatin Chawla, Director, retire by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint them in the forthcoming Annual General Meeting.

SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms;

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 of the financial year and of the Profit or Loss of the Company for that period.

iii. that the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act 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.

CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from the Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

LISTING:

The companys shares are listed at the Bombay Stock Exchange. However due to non- compliances of the Listing Agreement/ the shares are suspended from trading. Your

Board is in the process of complying with the said compliances and revocation of suspension.

AUDITORS:

M/s. S. R. NAREDI & Co. Chartered Accountants, Indore, Statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They had signified their willingness to accept re-appointment and further confirmed their eligibility under Section 224 (IB) of the Companies Act 1956.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Since ours is not a manufacturing unit the concept of conservation of energy & technology absorption is not applicable to our Company.

FOREIGN EXCHANGE EARNING & OUTGOING:

During the year, there was no Foreign Exchange earning and outgo.

ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for co-operation and support received from their Banker, stakeholders, various departments and agencies of Central and State Government and dedication and commitment to the staff at all levels without which the all-round growth and prosperity of the company would not have been possible.

By Order of the Board CISTRO TELEUNK LIMITED

DATE: 3rd September, 2010. Sd/-

PLACE: INDORE P.S. TOMAR

(CHAIRMAN)