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Cerebra Integrated Technologies Ltd.

BSE: 532413 Sector: Consumer
NSE: CEREBRAINT ISIN Code: INE345B01019
BSE LIVE 15:40 | 11 Dec 41.20 -0.25
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OPEN 42.30
PREVIOUS CLOSE 41.45
VOLUME 68793
52-Week high 61.25
52-Week low 19.30
P/E 179.13
Mkt Cap.(Rs cr) 496
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.30
CLOSE 41.45
VOLUME 68793
52-Week high 61.25
52-Week low 19.30
P/E 179.13
Mkt Cap.(Rs cr) 496
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cerebra Integrated Technologies Ltd. (CEREBRAINT) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the 23rd Annual Reportof the Company together with the Audited Financial Statements for the year ended 31stMarch 2017.

CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs)
Particulars 2016-17 2015-16
Gross Income 25197.46 24192.73
Profit Before Interest and Depreciation 1470.22 600.97
Finance Charges 146.53 252.66
Gross Profit 1323.69 348.31
Provision for Depreciation 17.01 51.46
Profit before exceptional and extraordinary items and tax 1306.68 296.85
Exceptional Items 0.00 100.22
Provision for Tax 94.80 33.22
Net Profit After Tax 1211.88 163.40
Minority Interest 86.92 -1.83
Balance of Profit brought forward 1124.96 165.23
Proposed Dividend on Equity Shares 0.00 0.00
Tax on proposed Dividend 0.00 0.00

1. PERFORMANCE OF THE COMPANY:

Your Company has been since many years implementing various IT based projects for manyStartups Government agencies and established companies. The Company studies the customersIT requirements identify pain points and accordingly design and plan their IT Hardwareand Software infrastructure which includes security networking servers storageendpoints operating systems application software and ensure successful implementationfor optimal performance.

Many small and medium size enterprises lack proper IT infrastructure and rely more onAMC providers for their IT requirements which get fulfilled on a short term basis mainlybecause the AMC companies lack the technical skills as well as the vision to design ITinfrastructure based on growth plans. In addition many more companies are looking tocompletely outsource their IT resources for day to day operations and maintenance. Cerebracan successfully help bridge this gap with its technical competencies and strategictie-ups with leading MNC technology vendors such as IBM Dell EMC HP Cisco FujitsuIntel Brocade Fortinet Checkpoint Extreme Networks Lenovo Canon TVSE BrotherSamsung Lexmark Xerox Radware Array Networks VMware RHEL Microsoft etc to name afew. Cerebra can design supply implement and maintain IT infrastructure for SMEs as wellas large enterprises successfully.

Your Company's continued focus to on research labs airports defense PSUs PSBs etchas been fruitful and lead the Company successfully executing large orders from HindustanAeronautics Limited Bharat Electronics Limited Satish Dhawan Space Centre ISTRACCentre for Airborne Systems Defense Avionics Research Establishment Transport Department- Government of Karnataka Karnataka Power Corporation Directorate of Electronic Deliveryof Citizen Services (EDCS) - Bangalore One and Karnataka One Centres ElectricalInspectorate Karnataka State Remote Sensing Application Centre Bangalore Water Supplyand Sewerage Board etc. to name a few. The Company has also been successful in thehigher education segment both in government as well as private institutions.

In addition Cerebra has been adding new corporate customers in the retailmanufacturing and healthcare segments. Your Company also has been considered as apreferred vendor by many of these organizations. Cerebra has also strengthened itsrelationships with leading MNC OEM Brands and established itself as a key playerespecially in education healthcare defense space and research lab segments while westay focused on making a mark in other state and central governmentdepartments/bodies/PSUs and private enterprise companies.

Cerebra has recently completed execution of the prestigious project of augmentation ofBangalore One Centres Karnataka One Centres and Electrical Inspectorate Offices acrossthe state. Another prestigious project is the data centre set up at the Karnataka StateRemote Sensing Application Centre. In addition the ongoing project of Automated DrivingTest System to fully automate the process of testing and issuance of driving license bythe Department of Transport and Road Safety Government of Karnataka has been implementedacross 6 RTOs. Cerebra will run and maintain the same for a period of 5 (Five) years atsix RTOs in Karnataka and the same will be extended to a further three RTOs.

With an added focus on services business such as AMC FMS Implementation and othervalue added services your Company has successfully added many prestigious customers wherethe Company is providing FMS and AMC services both in the government as well as corporatesegments. This has enabled Cerebra to also identify new business opportunities and make afairly sizeable contribution to Cerebra's revenues. With incremental focus and engagementin network security backup and surveillance opportunities the Company is looking tofurther strengthen the offerings.

ELECTRONIC MANUFACTURING SERVICES:

This division has added many new customers this year and also retained existing clientswho have consistently increased the current orders. Exports have also done well in thisdivision. This division has performed well and is currently rated as one of the TopVendors. Domestic market has also increased and the division has confirmed orders for thenext six months. Your Company is already looking to expand by adding one or two SMT linesin the upcoming financial year which will automatically increase production.

E-WASTE NEW PLANT RELATED ASPECTS:

The Board is pleased to report the establishment of state of the Art facility forE-Waste recycling plant at the Narsapura Kolar during the month of February 2017 in the12 acres of land at Narsapura Industrial Area Old Madras Road allotted by the KarnatakaGovt. (KIADB) in the name of the Company and the machineries imported were installed.Required license has been obtained from the Karnataka State Pollution Control Board.

Your Company today has one of the most modern and best suited e-waste recycling plantsin the country.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Cerebra Middle East divides it's business into two business units ICT and SurveillanceSecurity Solutions. Cerebra ME's portfolio on ICT includes leader like Fujitsu NetAppFalconStor Perpetuity Actifia and Never fail. On Surveillance Security Solutions CerebraME represents best in class vendors like Canon Milestone Fibrenetix Rassilient Promiseand Solus.

The Middle-East electronic security market has been categorized into three segments -Video Surveillance (Analog Surveillance IP Surveillance Systems and Software) AccessControl (Card Reader Biometric and Others) and Intrusion Detection Systems. In theMiddle-East electronic security market video surveillance segment grew aggressively andexpected to grow further over the next six years where IP/ network video surveillancesub-segment contributed majorly. Growing construction market rising IT infrastructureincreasing security spending coupled with growing security concerns have driven theelectronic security systems market in Middle-East.

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred affecting the financialposition of the Company between 31st March 2017 and the date on which thisreport has been signed.

However the Company has executed Shareholders' Agreement with Kuber Global Fund acompany incorporated according to the laws of Mauritius on 25th May 2017.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company continues to focus on the strength of ESD EMS and E-Waste and in additionthe Company will be focusing on the High End Servers Large Data Storage etc.

4. DIVIDEND:

With the view to conserve the resources of the Company the Directors have notrecommended any dividend.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Board has proposed not to carry any amount to its reserves.

6. CHANGES IN SHARE CAPITAL:

Authorized Share Capital

There were no changes in the Authorised Share Capital of the Company during thefinancial year 2016-17.

However post completion of the financial year ended 31st March 2017 theAuthorised Share Capital of the Company was increased from Rs. 1102000000 (RupeesHundred and Ten Crores Twenty Lakhs only) divided into 110200000 (Eleven Crores TwoLakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 1260000000 (Rupees OneHundred and Twenty Six Crores only) divided into 126000000 (Twelve Crores Sixty Lakhs)Equity Shares of Rs. 10/- (Rupee Ten only) each by additionally creating 15800000 (OneCrores Fifty Eight Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each in the ExtraOrdinary General Meeting of the Company held on 28th April 2017.

Paid up Share Capital

During the financial year 2016-17 the Paid up Share Capital of the Company wasincreased from Rs. 964077220/- (Rupees Ninety Six Crores Forty Lakhs Seventy SevenThousand Two Hundred and Twenty only) divided into 96407722 (Nine Crores Sixty FourLakhs Seven Thousand Seven Hundred and Twenty Two) Equity Shares of Rs. 10/- (Rupees Tenonly) to Rs. 1084864820/- (Rupees Hundred and Eight Crores Forty Eight Lakhs SixtyFour Thousand Eight Hundred and Twenty only) divided into 108506782 (Ten Crores EightyFive Lakhs Six Thousand Seven Hundred and Eighty Two) Equity Shares of Rs. 10/- (RupeesTen only) pursuant to allotment of 12078760 Equity Shares of Rs. 10/- (Rupees Ten only)each at a premium of Re. 0.50 (Fifty Paisa only) upon the conversion of FCCBs on 23rdNovember 2016.

Further post completion of the financial year ended 31st March 2017 thePaid up Share Capital of the Company was increased from Rs. 1085067820/- (RupeesHundred and Eight Crores Fifity Lakhs Sixty Seven Thousand Eight Hundred and Twenty only)divided into 108506782 (Ten Crores Eighty Five Lakhs Six Thousand Seven Hundred andEighty Two) Equity Shares of Rs. 10/- (Rupees Ten only) to Rs. 1204067820/- (Rupees OneHundred and Twenty Crores Forty Lakhs Sixty Seven Thousand Eight Hundred and Twenty only)divided into 120406782 (Twelve Crores Four Lakhs Six Thousand Seven Hundred and EightyTwo) Equity Shares of Rs. 10/- (Rupees Ten only) pursuant to allotment of 11900000 EquityShares of Rs. 10/- (Rupees Ten only) in the Board Meeting held on 22nd June2017.

Allotment of Warrants:

Moreover post completion of the financial year ended 31st March 2017pursuant to the Special Resolution passed by the Shareholders at the Extra OrdinaryGeneral Meeting of the Company held on 28th April 2017 the Company hasallotted 5300000 Warrants convertible into Equity Shares at nominal value of Rs. 10/-(Rupees Ten only) each at a premium of Rs. 30/- (Rupees Thirty only) per Share to certainPromoters on certain terms and conditions agreed upon.

Disclosure regarding Issue of Equity Shares with Differential Rights

During the year under review the Company has not issued Shares with DifferentialRights.

Disclosure regarding issue of Employee Stock Options:

During the year under review the Company has not issued Shares under Employee StockOptions.

Disclosure regarding issue of Sweat Equity Shares:

During the year under review the Company has not issued Sweat Equity Shares.

7. CAPITAL INVESTMENTS

Capital Investments during the financial year 2016-17 was at Rs. 2400.37 Lakhs (Net ofcapital work-in-progress and capital advances) (2015-16 was Rs. 2817.34 Lakhs).

8. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not morethan 120 days between two consecutive Meetings. During the year under review Six (6)Meetings were held on 30th May 2016 13th August 2016 3rdNovember 2016 23rd November 2016 23rd January 2017 and 27thMarch 2017.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.

The details of other Committee Meetings during the financial year 2016-17 are given inthe Corporate Governance Report.

9. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. V. Ranganathan (holding DIN: 01247305) Managing Director retires byrotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committeere-appointments of Mr. V Ranganathan as Managing Director Mr. Shridhar S Hegde and Mr. PVishwamurthy as Whole Time Directors of the Company whose offices come to end on 31stDecember 2017 may be considered by the Shareholders at the ensuing Annual GeneralMeeting.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

11. COMPOSITION OF AUDIT COMMITTEE:

As on 31st March 2017 the Audit Committee of the Company consisted of three(3) Non-Executive Independent Directors and all of them have financial and accountingknowledge.

The Board has accepted the recommendations of the Audit Committee during the year underreview.

The Audit Committee consists of the following:

a) Mr. S. Gopalakrishnan Chairman
b) Mr. T S Suresh Kumar Member
c) Mr. P. E. Krishnan Member

12. NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. The same has been disclosed in the website of theCompany at url http://www.cerebracomputers.com/governance.htm. The Composition criteriafor selection of Directors and the terms of reference of the Nomination and RemunerationCommittee is stated in the Corporate Governance Report.

The Nomination and Remuneration Committee consists of the following:

a) Mr. S. Gopalakrishnan Chairman
b) Mr. T S Suresh Kumar Member
c) Mr. P. E. Krishnan Member

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions ofSections 177(9) and (10) of the Companies Act 2013 and as per Regulation 4(2)(d)(iv) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which isavailable in website of the Company at urlhttp://www.cerebracomputers.com/governance.htm.and there were no cases reported during thelast period.

14. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No commission has been received by MD/WTD from a Company and/or receipt ofcommission/remuneration from its Subsidiary Companies to be provided during the year underreview.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of Annual Returnin Form MGT 9 as a part of this Annual Report is attached as Annexure I.

16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JV:

The Company has following Subsidiaries:

a) Cerebra LPO India Limited

b) Cerebra Middle East FZCO Dubai

Financial performance of the Subsidiary Companies referred to in Section 129 of theCompanies Act 2013 in Form AOC-1 is annexed to this Report as Annexure-II.

The Policy for determining material Subsidiaries as approved by the Board is uploadedon the Company's website at url http://www.cerebracomputers.com/governance.htm.

17. STATUTORY AUDITORS:

The Auditors Messrs Ishwar & Gopal Chartered Accountants Bangalore registeredwith Institute of Chartered Accountants of India (ICAI) under the firm registration number001154S were appointed for the period of 5 (five) years from the conclusion of the 21stAnnual General Meeting till the conclusion of 26th Annual General Meeting andwill be recommended to be ratified by the Shareholders in the ensuing Annual GeneralMeeting.

Emphasis of matter and observation in the Audit Report

a. Without qualifying our report we draw attention to note 27.11 27.12 and 27.13 ofthe standalone financial statements relating to capital advances amounting to Rs.372480412/- and trade receivables amounting to Rs. 194544167/ - which areoutstanding for more than three years. This raises question regarding recoverability ofthese dues. The Management is confident of recovering the same either in cash or in kindand hence no provision is made in the accounts.

b. Regarding the advance of Rs. 88861943/- to subsidiaries are in violation ofprovisions of Section 185 of the Companies Act 2013.

Board's Response:

a. Regarding the Advance towards purchase of fixed assets and trade receivables themanagement is hopeful of recovering the amount and hence no provision has been made.

b. Cerebra LPO India Limited is a Subsidiary with 70% shareiholdings and Cerebra MiddleEast FZCO Dubai UAE is Subsidiary with 90% Shareholding s. Only on need basis consideringthe circumstances and the urgent needs the Company has lent monies to this Subsidiarieswhich will be refunded soon. Cerebra LPO India Limited does not have any banking facilitynor does it have any other sources of funding. The Board felt it appropriate to supportthe Subsidiary on emergency basis.

18. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Parameshwar G Bhat Bangalore a Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor in the FormMR-3 is annexed to this Report as Annexure III.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by Secretarial Auditor Explanations by the Board
a. The RBI had not issued the approval letter for the FCGPRs filed by the Company. However the Company had confirmed that there were some queries from RBI and the same were suitably addressed by the Company and this is being followed up with RBI. The Company is continuously following with the RBI to obtain the approval letter for the FCGPRs filed by the Company. Further Suitable reply has been submitted to RBI whenever there were queries.
b. There were some instances of non compliances of the provisions of Section 185 of the Companies Act 2013 with regard to providing loan/advance facility to its Subsidiary. The Company will ensure to comply with the same in future. In order to meet critical requirments by the Subsidiary the Company had extended on adhoc basis working capital financial assisstance.
c. The ECB returns which were filed with regard to the FCCBs availed by the Company seems to be wrongly filed. The Company will ensure to take corrective measures to rectify the error.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

Steps taken / impact on conservation of energy The Company's operations are not power intensive.
Nevertheless your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.
(i) Steps taken by the company for utilizing alternate sources of energy including waste generated Nil
(ii) Capital investment on energy conservation equipment Not Applicable
Total energy consumption and energy consumption per unit of production as per Form A Not Applicable
(B) Technology absorption:
Efforts in brief made towards technology absorption adaptation and innovation Nil
Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished: Nil
Technology imported Not Applicable
Year of Import Not Applicable
Has technology been fully absorbed Not Applicable
If not fully absorbed areas where this has not taken place reasons therefore and future plan of action Not Applicable

(C) Research and Development (R&D)

Specific areas in which R & D carried out by the company The Company has not carried out any research and development work during the course of the year.
Benefits derived as a result of the above R & D Not Applicable
Future plan of action Not Applicable
Expenditure on R & D
(a) Capital Nil
(b) Recurring Nil
(c) Total Nil
(d) otal R & D expenditure as a percentage
Nil
of total turnover

(D) Foreign exchange earnings and Outgo

Activities relating to exports Not Applicable
Initiatives taken to increase exports Not Applicable
Development of new export markets for products and services Not Applicable
Not Applicable
Export plans
Total Exchange used (Cash basis) As on 31st March 2017: Rs. 20856490/-
Total Foreign Exchange Earned (Accrual Basis) As on 31st March 2017: Rs. NIL

20. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 64 employees as of 31st March 2017. Pursuant to Section 197(12) of theCompanies Act 2013 and Rule 5(1)(2)(3) of the Companies (Appointment and Remuneration)Rules 2014 details/disclosures of Ratio of Remuneration to each Director to the medianemployee's remuneration is annexed to this report as Annexure-IV.

There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than One Crore Two Lakhs rupees per financial year orEight Lakhs Fifty Thousand rupees per month as the case may be. Thereforestatement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be circulated to themembers and is not attached to the Annual Report.

21. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined underthe provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014and accordingly there were no deposits which were due for repayment on or before 31stMarch 2017.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No order was passed by any court or regulator or tribunal during the period underreview which impacts going concern status of the Company.

However post completion of the financial year ended 31st March 2017 theCompany has obtained necessary consent from the Karnataka State Pollution Control Board tostart production for its E-Waste plant in Bangalore on 22nd May 2017.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company continued to maintain high standards of internal control designed toprovide adequate assurance on the efficiency of operations and security of its assets. Theadequacy and effectiveness of the internal control across various activities as well ascompliance with laid-down systems and policies are comprehensively and frequentlymonitored by your Company's management at all levels of the organization. The AuditCommittee which meets at-least four times a year actively reviews internal controlsystems as well as financial disclosures with adequate participation inputs from theStatutory Internal and Corporate Secretarial Auditors.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given any loan Guarantees or madeInvestments within the meaning of Section 186 of the Companies Act 2013.

25. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy and has in place amechanism to inform the Board Members about risk assessment and minimization proceduresand undertakes periodical review to ensure that executive management controls risk bymeans of a properly designed framework.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY :

Since the Company does not meet the criteria for the applicability of Section 135 ofthe Companies Act read with the Companies (Accounts) Rules 2015 this clause is notapplicable.

27. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.

28. RELATED PARTY TRANSACTIONS:

There were Related Party Transactions during the financial year.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed format of Form AOC 2 has beenenclosed with the report as Annexure V.

29. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance and theDirectors individually. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year2017-18 to National Stock Exchange of India Limited (NSE) and BSE Limited where theCompany's Shares are listed.

31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

A separate Report on Corporate Governance in terms of Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 along with aCertificate from a Practising Company Secretary regarding compliance to the conditionsstipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached to this report as Annexure VI.

32. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is annexed herewith as Annexure VII.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

A Policy on Prevention of Sexual Harassment at Workplace has been released by theCompany. The Policy aims at prevention of harassment of employees and lays down theguidelines for identification reporting and prevention of undesired behaviour. Threemember Internal Complaints Committee (ICC) was set up from the senior management withwomen employees constituting majority. The ICC is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the Policy.

No complaints pertaining to sexual harassment was reported during the financial year.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

35. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the sincere and dedicatedefforts of all employees. Your Directors would also like to thank the ShareholdersBankers and other Business associates for their sustained support patronage andcooperation.

For and on behalf of Cerebra Integrated Technologies Limited

Place : Bangalore V. Ranganathan Shridhar S Hegde
Managing Director Whole Time Director
Date : 22nd June 2017
DIN: 01247305 DIN : 01247342