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Cerebra Integrated Technologies Ltd.

BSE: 532413 Sector: Consumer
NSE: CEREBRAINT ISIN Code: INE345B01019
BSE LIVE 15:54 | 28 Jun 51.05 0.60
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NSE 15:54 | 28 Jun 51.00 0.35
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OPEN 50.10
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VOLUME 740379
52-Week high 55.35
52-Week low 11.79
P/E 255.25
Mkt Cap.(Rs cr) 554
Buy Price 51.25
Buy Qty 2858.00
Sell Price 0.00
Sell Qty 0.00
OPEN 50.10
CLOSE 50.45
VOLUME 740379
52-Week high 55.35
52-Week low 11.79
P/E 255.25
Mkt Cap.(Rs cr) 554
Buy Price 51.25
Buy Qty 2858.00
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 Annual Report of the Companytogether with the Audited Statements of Accounts for the 22nd year ended 31stMarch 2016.

CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATEOF AFFARIS:

(Rs. in Lakhs)

Particulars 2015-16 2014-15
Gross Income 24192.73 26767.13
Profit Before Interest and Depreciation 600.97 677.00
Finance Charges 252.66 309.05
Gross Profit 348.31 367.52
Provision for Depreciation 51.46 106.06
Profit before exceptional and extraordinary items and tax 296.85 261.45
Exceptional Items-Loss on disinvestment in subsidiary 100.22 0.00
Provision for Tax 33.22 30.08
Net Profit After Tax 163.40 231.37
Minority Interest -1.83 43.27
Balance of Profit brought forward 165.23 188.10
Proposed Dividend on Equity Shares 0.00 0.00
Tax on proposed Dividend 0.00 0.00

1) PERFORMANCE OF THE COMPANY:

The key components of the hardware industry are servers desktop notebook and tabletcomputers storage devices peripherals printers and networking equipment. According tothe NASSCOM Report the hardware segment of the IT Business Process Management("IT-BPM") market in India is estimated to be $13 billion in fiscal year 2016 or25% of the Indian IT-BPM industry including e-commerce. According to the NASSCOM reportthe size of the hardware market in India has been stagnant at $13 billion for the last twoyears. Emergence of cloud computing technologies is affecting demand for IT products likeservers.

In order to offer comprehensive IT system integration solutions your Company uses acombination of hardware products (including servers computing storage networkingsecurity) related software products (including databases and operating systems) andintegration services. Your Company continues to maintain a presence in the hardware marketby providing suitable third-party brands as a part of our solutions in large integrateddeals. Your Company's range of third-party IT Products is comprised of EnterprisePlatforms Networking Solutions Software Products Data Storage Enterprise Security andEnd-User Computing solutions. Your Company provides offerings to enterprises in all majorindustries primarily in the India and Middle East markets including government defenceIT and IT-enabled services telecommunications manufacturing utilities educational andfinancial services sectors.

Lines of Business

System Integration - Enterprise Solutions Division

Cerebra has been since many years implementing various IT based projects for manystartups Government agencies and established companies. We study customers ITrequirements identify pain points and accordingly design and plan their IT Hardware andSoftware infrastructure which includes security networking servers storage endpointsoperating systems application software and ensure successful implementation for optimalperformance.

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 Oracle IBM Dell HP Cisco EMCFujitsu Intel Brocade Fortinet Extreme Networks Lenovo Samsung Lexmark XeroxRadware Array Networks VMware RHEL Microsoft etc to name a few. Cerebra can designsupply implement and maintain IT infrastructure for SMEs as well as large enterprisessuccessfully.

Our continued focus on research labs airports defense PSUs PSBs etc has beenfruitful with Cerebra successfully executing large orders from Bangalore InternationalAirport Hindustan Aeronautics Limited Bharat Electronics Limited Centre for Developmentof Advanced Computing Union Bank of India High Court of Karnataka Indian Institute ofManagement Decathlon Centre for Airborne Systems Defense Avionics ResearchEstablishment ISRO Transport Department - Govt. of Karnataka Karnataka PowerCorporation BESCOM etc. to name a few. We have also been successful in the highereducation segment both in government as well as private institutions. In addition Cerebrahas been adding new corporate customers in the ITeS retail manufacturing &healthcare segments. We are considered as a preferred vendor by many of theseorganizations. Cerebra has also strengthened its relationships with leading MNC OEM Brandsand established itself as a key player especially in education healthcare defense spaceand research lab and segments while we stay focused on making a mark in other state &central government departments/ bodies/PSUs and private enterprise companies.

Cerebra has recently been awarded the prestigious project of Automated Driving TestSystem to fully automate the process of testing and issuance of driving license by theDepartment of Transport and Road Safety Government of Karnataka which is valued at Rupeestwenty two crores. Cerebra will setup the infrastructure run and maintain the same for aperiod of 5 years at six RTOs in Karnataka and the same will be extended to a furtherthree RTOs. With this experience Cerebra is exploring similar opportunities in otherstates.

With an added focus on services business such as AMC FMS Implementation and othervalue added services we have successfully added many prestigious customers where we areproviding FMS and CAMC services and renewals both in the government as well as corporatesegments. This has enabled us to also identify new business opportunities and make afairly sizeable contribution to Cerebra's revenues. With incremental focus and engagementin network security as well as surveillance opportunities we are looking to furtherstrengthen our offerings.

By announcing private label products such as servers and storage offerings we areaiming to address many more opportunities pan India which will help establish both thebrand as well as Cerebra as a serious and reliable vendor. Cerebra has recently tied upwith EchostreamsInc USA for manufacturing servers and storage for both the Indian as wellas the Middle East and North African markets looking to cater to application specifichardware as well as for surveillance opportunities. Cerebra will soon roll out its ownbrand of Servers and Storage to address requirements across verticals.

Industry Structure and developments

The industry structure comprises of the MNC OEMs global system integrators localsystem integrators dealers and traders who either directly cater to end customers orthrough their respective partners. The MNC OEMs have drastically cut down on directtransactions with end customers over the last couple of years. The global systemintegrators such as TCS MT Wipro Infosys Accentureetc are primarily into execution ofvery large government projects. The tier two or the local system integrators cater to boththe government as well as corporate requirements. These are transactions which are a mixof small midsized and semi large projects. The dealers and traders are mainly intoreselling.

E-WASTE NEW PLANT RELATED ASPECTS

E-Waste new plant construction is going on in full swing and the Plant and Machinery isready for shipment. We have started recruiting for this division and also for the Repairand refurbishment division as this will be the first step after collection of e-waste. Thenew plant will house the entire e-waste recycling plant comprising of shreddersseparation and segregation and refining.

The structure will be prefabricated so as to save on time for completing theconstruction. The plant is planned to have enough space for collection storagesegregation repair and refurbishment warehouses for incoming and processed materialseparately refining process and laboratory.

2) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred affecting the financialposition of the Company between March 31 2016 and the date on which this report has beensigned.

3) CHANGE IN THE NATURE OF BUSINESS:

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

4) DIVIDEND:

With the view to conserve the resources of Company the Directors are not recommendingany dividend.

5) AMOUNTS TRANSFERRED TO RESERVES:

The Board of the Company has decided/proposed to carry Rs. 9975256/- to its reserves.

6) CHANGES IN SHARE CAPITAL:

During the financial year 2015-16 there were no changes in the Authorised ShareCapital of the Company. However the paid up Share Capital of the Company has beenincreased from Rs. 843289620/- (Eighty Four Crores Thirty Two Lakhs Eighty NineThousands Six Hundred and Twenty only)) 84328962 (Eight Crores Forty Three Lakhs TwentyEight Thousand Nine Hundred and Sixty Two) Equity Shares of Rs. 10/- (Rupees Ten only) toRs. 964077220/- (Ninety six Crores Forty Lakhs Seventy Seven Thousands Two Hundred andTwenty only) divided into 96407722 (Nine Crores Sixty four Lakhs Seven Thousand SevenHundred and Twenty Two) Equity Shares of Rs. 10/- (Rupees Ten only) pursuant to allotmentof 12078760 Equity Shares of Rs. 10/- (Rupees Ten only) each a premium of Rs. 0.50(Fifty paisa only) upon conversion of FCCBs on 14th November 2015.

Disclosure regarding Issue of Equity Shares with Differential Rights

During the year under review the Company has not issued Shares with Differential RightsDisclosure regarding issue of Employee Stock Options: During the year under review theCompany has not issued Shares Employee Stock Options. Disclosure regarding issue of SweatEquity Shares: During the year under review the Company has not issued Sweat EquityShares.

7) CAPITAL INVESTMENTS

Capital Investments during the financial year 2015-16 was at Rs. 2817.84 Lakhs (Net ofcapital work-in-progress and capital advances) (2014-15: Rs. 3113.88 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. Additional Meetings of the Board ofDirectors are held when necessary. During the year under review Four (4) Meetings wereheld on 30th May 2015 14th August 2015 14th November2015 and 13th February 2016.

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 2015-16 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 Ms. Preeti Javali (holding DIN: 07157145) Director retires by rotation atthe forthcoming Annual General Meeting and is eligible for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committeere-appointment of Mr. V Ranganathan as Managing Director Mr. Shridhar S Hegde and Mr. PVishwamurthy as Whole Time Directors of the Company may be considered by the Shareholdersat the ensuing Annual General Meeting.

10) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration 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 2016 the Audit Committee of the Company consists 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 criterialfor 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 on website of the Company at url http://www.cerebracomputers.com/governance.htmand there were no cases reported during the last 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 of commission /remuneration from it Holding or Subsidiary to be provided during the year under review.

15) EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 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

c) Cerebra E Waste Recovery PTE Limited Singapore*

*Upon Strike off ceased to be a Subsidiary Company with effect from 6thJune 2016.

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 and Gopal Chartered Accountants Bangalore registeredwith Institute of Chartered Accountants of India (ICAI) under the firm registration number001154S who were appointed for the period of 5 (five) years from the conclusion of thelast Annual General Meeting (21st AGM) till the conclusion of 26thAnnual General Meeting and will be recommended to be ratified by the Shareholders in theensuing Annual General Meeting.

Emphasis matter and observations in the Audit Report:

a. Advance towards purchase of fixed assets amounting to Rs. 357213874/- and tradereceivables amounting to Rs. 262608455/- (refer-note 2(h) (i) and (j) of theConsolidated Financial Statements) are outstanding for more than three years. This raisesquestion regarding recoverability of these dues. The Management is confident of recoveringthe same either in cash or in kind and hence no provision is made in the accounts.

b. In our opinion Rs. 155765177/- advance made to Subsidiary Companies are inviolation of the provisions of Section 185 of the Act 2013.

Board's Response:

a. Regarding the Advance towards purchase of fixed assets the management is hopeful ofrecovering the amount and hence no provision has been made.

a. Cerebra LPO India Limited is a Subsidiary with 70% shareholdings. Only on needbasis considering the circumstances and the urgent needs the Company has lent monies tothis Subsidiary which will be refunded soon. Cerebra LPO India Limited does not have anybanking facility nor does it have any other sources of funding. The Board felt itappropriate to support the 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 Form ofMR-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 re-appointments of Managing Director and Whole Time Directors need to be ratified and approved by the Shareholders and requisite returns need to be filed with the Ministry of Corporate Affairs. The Company is taking steps for the re- appointment of Managing Director and Whole Time Directors in the ensuing Annual General Meeting of the Company and requisite returns will be filed with Ministry of Corporate Affairs.
b. Certain web links as required under the Act and Listing Agreement were not provided in the Annual Report for the year ended 31.03.2015. The Company has provided details of the same in the current year Annual Report. The Company will ensure to comply with the same in future.
c. The RBI has not issued the approval letter. 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.
d. There were some instances of non compliance 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.
e. There were some instances of delay in filing ECB 2 returns. The Company will ensure filing of ECB 2 returns within the prescribed time limit.
f. It was observed that there were some instances of payment of wages less than the minimum wages specified under the Minimum Wages Act and Rules. The Company will ensure to comply with the same in future.

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) Total R & D expenditure as a percentage of total turnover Nil
(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
Export plans Not Applicable
Total Exchange used (Cash basis) As on 31st March 2016: Rs.12800170/-
Total Foreign Exchange Earned (Accrual Basis) As on 31st March 2016: NIL

20) RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 31 employees as of 31st March 2016. Pursuant to Section197(12) of the Companies Act 2013 and Rule 5 (1) (2) (3) of the Companies (Appointmentand Remuneration) Rules 2014 details/disclosures of Ratio of Remuneration to eachDirector to the median employee'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 2016.

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.

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 no Related Party Transactions during the financial year.

However post close of the financial year the Company has entered into Related PartyTransaction with its Subsidiary Company namely Cerebra LPO India Limited for sharing thepremises of the Company without any consideration which is not in the Ordinary course ofbusiness and not at arm's length basis. This Related Party Transaction was placed beforethe Audit Committee as well as the Board for their approval. Further as per ListingRegulations this transaction is not considered as material Related Party Transactions asit does not exceed ten percent of the annual consolidation turnover of the Company as perlast audited financial statements and hence approval of the Shareholders is not required.

As per the provisions of Regulation 23(1) the Policy on materiality of Related PartyTransactions as approved by the Board is uploaded on the Company's website at urlhttp://www.cerebracomputers.com/governance.htm

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 year2016-17 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 V.

32. MANAGEMENT DISCUSSION AND ANALYSIS:

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

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 endeavors 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 behavior. 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 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 Financial Statements the applicable accounting standardshad been 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
Date : 13th August 2016 Managing Director Whole Time Director
DIN: 01247305 DIN: 01247342