Directors Report of Cityman Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 32^rd Annual Report together with audited statement of accounts for the year ended 31^st March, 2024

WORKING RESULTS (Amount in 000’s )
Particulars	As At 31^ March, 2024	As At 31st March, 2023
Sales	-	1,12,000.00
Total Income	-	-
Profit(Loss) before interest .Depreciation ,Tax items	(3,528.28)	1,12,000.00
Finance Cost	-	-
Depreciation and Amortization Expenses	3.41	-
Profit(Loss) before Tax	(3,531.69)	31,851.70
Provision for Tax	-	1,959.83
Profit (loss) after Tax	(3,531.69)	29,891.87
Surplus Balance brouqht forward	(2,32,967.90)	(2,62,859.77)
Surplus Balance carried to Balance Sheet	(2,36,499.59)	(2,32,967.90)

STATE OF AFFAIRS AND FUTURE PLANS

During the year under review there was no commercial activities.

DIRECTORS AND BOARD MEETING :

As on 31^st of March 2024, There are 3 independent directors and 2 promoter/ executive directors. During the last financial year , there was no changes in the Board . In the current year, following changes are proposed / happened:

a) The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended the appointment of Roy Moolayil Sebastian as (DIN: 01886479) and Mr. Anthony Bernard Amos Paul (DIN: 10381708) independent Directors for a period of five years with effect from the date of ensuing Annual General Meeting. They are qualified to become independent directors. A brief profile of both the new independent directors are given in the Notice convening Annual General Meeting under the heading “Explanatory Statement “

b) Chettupuzhakaran Francis Joe, Independent director has intimated that due to his personal preoccupations, he will be able to continue as independent director of the Company only till 30^th September 2024, and Board has accepted that

c) Mr. Anup Kumar, independent Director resigned from the Board on personal grounds with effect from 23^rd July 2024. Nomination and Remuneration Committee has recommended his appointment as non-executive director with effect from the date of ensuing AGM. He is fully qualified to be appointed as non-executive director. His profile is given AGM Notice under the heading “Explanatory Statement “

d) Mr. Mathai Chacko, independent Director has informed that he is not interested in getting reappointed as independent Director and has informed that he will hold office only till 24^m September 2024. Board has taken note of that

e) The promoter directors Mr. Santhosh Joseph Karimattom (DIN: 00998412) and Mrs. Juliana Santhosh (DIN: 08551525) retire by rotation and being eligible offers themselves for reappointment

f) Mr. Santhosh Joseph Karimattom (DIN: 00998412) is the Chief promoter and is the Managing director of the Company, In the year 2020, and can hold office till 30^th March 2025. On the recommendation of Nomination and Remuneration Committee, Board has passed resolution to reappoint him for another period of five years from 31^st March,2025. He is a resident Indian and is fully qualified to continue as Managing Director. Resolutions to be passed for getting members approval for his reappointment is included in the notice convening the Annual General Meeting

g) Following changes took place among KMPs in the year under review on 3^rd October,2023 Subramanian Vishnu was appointed as Company Secretary in the place of Muhammed Salim K, who resigned due to personal ground related

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

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^st March 2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors

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 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 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 has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. A report on corporate governance has been annexed as ‘Annexure also available in company web site www.cityman.in, weblink http://citvman.in/doc/AGM%202023%20-%2024/Corporate%20Governance%202023-24.pdf

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, 2019 is not applicable to the Company

LISTING

The Equity shares of the Company is listed in Bombay Stock Exchange (BSE). We confirm that the Annual Listing for the financial year 2024-25 have been paid with in the stipulated time

POLICY ON DIRECTOR’S, KMP& OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has only three 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 Company’s overall directive.

The Board has remuneration policy in line with applicable rules and regulations, and can be viewed on http://citvman.in/Policies/Remuneration%20Policv.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 : 10%, 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 : Three

(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; Not Applicable because there was no increase in the remuneration of employees, and managerial remuneration.

(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. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment

Pramil Dev (Membership No: A 26632 CP No:9821) 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(A) Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

•Steps taken by company for utilizing alternate sources of energy: NIL •Capital investment on energy conservation equipment''s: NIL

(B) Foreign Exchange Earnings & Out		30.
	Particulars	Amount(in Rs) for the current year	Amount (in Rs) for the last year
	Earnings	nil	nil
	Outgo	nil	nil

Other Disclosures

1. Annual Return relating to Financial Year to which the Boards’ is available in the company web site at http://citvman.in/doc/AGM%202023%20-%2024/MGT%207%202023-24.pdf

2. There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

3. Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

4. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

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. Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism (web link : http://citvman.in/Policies/Whistle%20Blower%20Policv.pdf) for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct (http://citvman.in/Policies/Code%20of%20Conduct%20%20Eithics.pdfT It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

During the year, the operations of the company were little.

10. 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 2024 is Rs.13,67,58,262/-.During the year company has received Rs.28,13,806/- by way of unsecured loan from Santhosh Joseph Karimattom, Managing Director.

11. No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future..

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

13. Company has not bought back any shares.

14. The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013

15. All related party transactions that were entered into during the financial year ended March 31,2024, were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Resolutions for getting members approval as per LODR are provided in the AGM Notice along with proper explanatory statement .Company has a related party policy and is available at: http://citvman.in/Policies/Related%20partv%20trasaction%20policv.pdf

16. Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behavior.

17. The company has implemented a policy to undertake formal annual evaluation of the performance of directors / committees and individual directors. Since the activity and performance of the company was very minimal in all fronts, the scope of such evaluation was very limited. The evaluation is being done as per the LODR.

18. 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.

19. During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

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

21. The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

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

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

24. Management Discussion and Analysis Report: Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

ACKNOWLEDGEMENTS

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

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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

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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

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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

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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

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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