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COSYN Ltd.

BSE: 538922 Sector: IT
NSE: N.A. ISIN Code: INE029B01019
BSE LIVE 15:49 | 02 Dec 159.50 19.35
(13.81%)
OPEN

142.95

HIGH

164.00

LOW

138.40

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 142.95
PREVIOUS CLOSE 140.15
VOLUME 144758
52-Week high 164.00
52-Week low 28.60
P/E 20.58
Mkt Cap.(Rs cr) 119.62
Buy Price 159.50
Buy Qty 75.00
Sell Price 0.00
Sell Qty 0.00
OPEN 142.95
CLOSE 140.15
VOLUME 144758
52-Week high 164.00
52-Week low 28.60
P/E 20.58
Mkt Cap.(Rs cr) 119.62
Buy Price 159.50
Buy Qty 75.00
Sell Price 0.00
Sell Qty 0.00

COSYN Ltd. (COSYN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 21st Annual Report together with theAudited Accounts for the Financial Year ended 31st March 2015.

Financial Results

Your Company has been able to generate a total revenue of Rs. 1975.86 Lakhs during thefinancial year under review as against Rs. 1250.44 Lakhs during the previous financialyear despite the fact that the industry has been struggling due to over all economicslowdown. Brief financials are as follows:

Rs. In Lakhs

Particulars 31.03.2015 31.03.201 4
Total Revenue 1975.86 1250.44
Less: Expenditure 1829.44 1125.61
Profit before Tax 146.41 124.83
Less : Provision for Income Tax ( 67.81) 42.76
Net Profit 214.23 82.07
Earning Per Share 2.86 1.19

Dividend

Due to inadequacy of profits and in order to conserve resources your Directors havenot recommended any dividend for the year under review.

Transfer of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

Review of business operations and future prospects:

The Company has achieved a turnover of Rs. 1968.12 Lakhs and Net Profit of Rs. 214.22Lakhs as against Rs. 1246.76 Lakhs and Rs. 82.07 Lakhs in the previous year respectively.

Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility initiatives

The said provisions are not applicable for your Company. However your Company isactively involved in taking up Programs to financially support the educationalrequirements of the needy children.

Future Outlook

Your Board of Directors has taken various initiatives to overcome the competition byadopting various strategies that helped your Company to bag various orders. This will pavea way for better visibility and higher revenues and profitability for the Company incoming financial years. Further The Company is also taking measures to keep the operatingcosts low wherever possible.

Capital Expenditure

During the year under review the company has made Capital Expenditure of Rs. 4662231/-. Deposits

The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on the date of the Balance Sheet for the year ended on 31 stMarch 2015.

ISO 9001 -2008 Certification

Your Company continues to hold ISO 9001-2008 Certification by complying with all therequirements of Certification from time to time.

ISO 27001 -2013 Certification

This year your Company obtained ISO 27001-2013 Certification for Software DevelopmentIT BPO Services Data Management Services and Infrastructure Management by complying withall the requirements of Certification.

ISO 20000-1:2011 Certification

This year your Company obtained ISO 20000-1:2011 for Software Development IT BPOServices Data Management Services and Infrastructure Management Certification bycomplying with all the requirements of Certification.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

None of the directors of the company are disqualified under the provisions of the Actor under the Listing Agreement with the Stock Exchanges.

APPOINTMENTS

Mr. Ravi Vishnu was re-appointed as the Managing Director w.e.f 15-01-2015 for a periodof 5 years subject to the approval of members. His appointment as the Managing Director bythe members is proposed at the ensuing AGM.

Smt. Ravi Kasturi and Mr.P. Venkata Rao were appointed as the Additional Directorsw.e.f 104-2015 and 12-08-2015 respectively. Their appointment as Directors by the membersis proposed at the ensuing AGM.

Pursuant to the articles of association of the company and the provisions of Section152 of the Companies Act 2013 Mr. Radhakrishna Murthy retires by rotation at the ensuingAGM and offers himself for re-appointment. Pursuant to the provisions of Clause 49 of theListing Agreement brief particulars of the directors who are proposed to beappointed/re-appointed are provided as an annexure to the notice convening the AGM. Mr. K.Rahupathi Rao was designated as the Chief Financial Officer (CFO) of the Company duringthe year.

Except as stated above there is no change in the key managerial personnel during theyear.

Policy on Directors' Appointment and Remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act have been disclosed in the corporate governancereport which forms part of the directors' report.

Number of Board meetings during the year

During the year five meetings of the board were held the details of which form partof the report on corporate governance.

Board evaluation and assessment

The company believes that formal evaluation of the board and of the individualdirectors on an annual basis is a potentially effective way to respond to the demand forgreater board accountability and effectiveness. For the company evaluations provide anongoing means for directors to assess their individual and collective performance andeffectiveness. In addition to greater board accountability evaluation of board membershelps in:

• More effective board processes

• Better collaboration and communication

• Greater clarity with regard to members' roles and responsibilities and

• Improved Board relations

By focusing on the board as a team and on its overall performance the company ensuresthat communication and overall level of participation and engagement also improves. Inthis background the board undertook a formal board assessment and evaluation processduring 2014-15. The Nomination & Remuneration Committee has overall stewardship forthe process. The evaluation process covers the following aspects:

• Peer and self-evaluation of Directors

• Evaluation of the performance and effectiveness of the board

• Evaluation of the performance and effectiveness of Board Committees

• Feedback from the Non-Executive Directors to the Chairman and

• Feedback on management support to the Board

The evaluation process elicits responses from the directors in a judicious manner -ranging from composition and induction of the board to effectiveness and governance. Italso seeks feedback on board and committee charters strategy risk management and qualityof discussion and deliberations at the board. The same is discussed and acted uponaccordingly at the board.

AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s. Rambabu & Co.; Chartered Accoutants were appointed as statutory auditors of thecompany from the conclusion of the 20th AGM of the company held on 30th September 2014till the conclusion of the 25th AGM to be held in the year 2019 subject to ratificationof their appointment at every AGM. Their appointment from the conclusion of this AnnualGeneral Meeting till the conclusion of next Annual General Meeting to be ratified at theensuing annual general meeting. The Company has received confirmation regarding theirconsent and eligibility that their appointment if ratified would be within theprescribed limits under Sections 139 and 141 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and that they are not disqualified. The Noteson financial statements referred to in the Auditors' Report are self-explanatory and donot call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.

AUDITORS' REPORT AND SECRETARIALAUDITORS' REPORT

The auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isannexed to the Directors Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Information relating to conservation of energy technology absorption foreign exchangeearnings and outgo forming part of Directors' report.

Conservation of Energy

The operations of your Company are not Energy intensive. The Company makes every effortto conserve energy as far as possible in its facilities. The Company continuouslyevaluates new technologies and techniques to make infrastructure more energy efficient.

Technology Absorption

Your Company did not invest in any R&D activity during the year underconsideration. However the up gradation of the technology in vogue is being given highestpriority to give a better service to the clientele.

Foreign Exchange Earnings and Outgo Particulars:

Particulars 2014-2015 2013-2014
(Rs.) (Rs.)
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo NIL NIL

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement a report onManagement Discussion & Analysis is enclosed to the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

RELATED PARTY TRANSACTIONS

The Company had not entered into any arrangement / transaction with related partieswhich could be considered material in nature and accordingly the disclosure of RelatedParty Transactions in Form AOC 2 is not applicable. However Suitable disclosures havebeen made in notes to the financial statements In compliance of Clause 49 of the ListingAgreement the Company has formulated a Related Party Transactions Policy and the same isavailable on the Company’s website www.cosyn.in

EXTRACT OF ANNUAL RETURN (MGT9)

The extract of the annual return in Form MGT 9 as required under the provisions ofsection 92 of the Act is annexed to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to Median remuneration
Ravi Vishnu 99.57:0.43
A.Bhopal Reddy 99.57:0.43
Non - Executive Directors * -

* Non - Executive Directors do not receive any remuneration from the Company exceptSitting fees and conveyance for attending the meetings.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Ravi Vishnu Managing Director NIL
A.Bhopal Reddy Whole Time Director NIL
Aravind Aitipamula Company Secretary NIL
K. Raghupathi Rao CFO NIL

c. The percentage due increase in the median remuneration of employees in the financialyear: 16.67%

d. The number of permanent employees on the rolls of Company: 78 *

(*Except Project staff who are Co-terminus with project)

e. The explanation on the relationship between average due increase in remuneration andCompany performance:

On an average employees received an annual due increase of 16.29 %. The individualincrements varied from 2.86 % to 32.38 % based on individual performance and marketdynamics.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY'15 Rs. 6411466
Revenue Rs. 197585656
Remuneration of KMPs (as % of revenue) 3.25
Profit before Tax (PBT) Rs. 14641456
Remuneration of KMP (as % of PBT) 43.79

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2015 March 31 2014 % Change
Market Capitalization (lakhs) 68100000 949.95712 -28.31
Price Earnings Ratio 3.17 11.74 -73.00

h. Percentage increase or decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars March 31 2015 IPO Date/ first listing date IPO Price Adjusted IPO price by considering CA* % Change
Market Price (BSE 9.08 May 15 2000 20 N.A -

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 11.65%.

The managerial remuneration for the year has decreased by 0.58 %.

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Ravi Vishnu MD Bhopal Reddy WTD Aravind Aitipamula CS K. Raghupati CFO
Remuneration in FY15 1920000 1920000 132000 384453
Revenue

197585656

Remuneration as % of revenues 0.97 0.97 0.07 0.19
Profit before Tax (PBT)

14641456

Remuneration (as % of PBT) 13.11 13.11 0.90 1.25

k. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

None.

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the CompanyCompany’s remuneration policy can be found at www.cosyn.in

RISK MANAGEMENT

The Board of Directors has formed a risk management committee to identify evaluatemitigate and monitor the risk management in the company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committeealso oversees in the area of financial risks and controls.

A comprehensive enterprise risk management mechanism has been put in place and the sameis regularly reviewed. A more detailed analysis of the risk management in the company ispublished in the management discussion and analysis report published elsewhere in theannual report.

CORPORATE GOVERNANCE

The Company will continue to uphold the true spirit of Corporate Governance andimplement the best governance practices. A report on Corporate Governance pursuant to theprovisions of Clause 49 of the Listing Agreement forms part of the Annual Report. Fulldetails of the various Board Committees are also provided therein. As required underClause 49 of the Listing Agreement the Auditors' Certificate regarding compliance ofconditions of corporate governance is annexed to the Directors Report.

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available onthe website of the Company www.cosyn.in.

Policy for determining material subsidiaries of the Company is available on the websiteof the Company www.cosyn.in.

Policy on dealing with related party transactions is available on the website of theCompany www.cosyn.in.

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the section 177(9) of the Actand the revised Clause 49 of the Listing Agreements with stock exchanges.

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All associates of the company are covered under this policy.There were no complaints received under the policy during 2014-15.

Managing Director / CEO's DECLARATION

Pursuant to the provisions of clause 49 (II)(E) of the Listing Agreement a declarationby the Managing Director of the company declaring that all the members of the board andthe senior management personnel of the company have affirmed compliance with the Code ofConduct of the company is annexed to the Directors Report. The Managing Director / CFOcertification to the board pursuant to clause 49(V) of the listing agreement is annexed tothe Directors Report.

ACKNOWLEDGMENTS

Your Directors extend their gratitude to the valuable customers investors BankersCentral and State Government officers agencies and the confidence which they havereposed in the Management.

We place on record our appreciation of the contribution made by employees at alllevels. Our consistent performance was made possible by their hard work solidarityco-operation and support.

For and on behalf of the Board of Directors

-Sd- -Sd-
Ravi Vishnu A.BHOPAL REDDY
Place: HYDERABAD Managing Director Whole-Time Director
Date : August 12 2015 (DIN-01144902) (DIN-01119839)

SECRETARIAL AUDITORS' REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members COSYN Limited

6-1-85/10 Opp. Telephone Bhavan Saifabad Hyderabad-500004.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by COSYN Limited (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015 generallycomplied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords made available to us and maintained by the Company for the financial year ended on31st March 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the Rules made there under;

(ii) The Securities Contract (Regulation) Act 1956 ('SCRA') and the Rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act')

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(e) The other regulations of the Securities and Exchange Board of India as may beapplicable to the Company.

(vi) Other laws applicable to the Company as per the representation given by theCompany.

We have also examined compliance with the applicable clauses of the following:

(i) The Listing Agreements entered into by the Company with BSE Limited.

(ii) Secretarial Standards issued by the Institute of Company Secretaries of India tothe extent applicable under the Companies Act 2013.

During the period under review and as per the explanations and clarifications given tous and the representations made by the Management the Company has generally complied withthe provisions of the Act Rules Regulations Guidelines etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice was given to allDirectors at least seven days to schedule the Board Meetings. Agenda and detailed notes onagenda were sent in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Decisions at the Board Meetings as represented by the management were takenunanimously.

We further report that as per the explanations given to us and the representations madeby the Management and relied upon by us there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

We further report that during the audit period the Company had following events whichhad bearing on the Company's affairs in pursuance of the above referred laws rulesregulations guidelines etc.

The Company was listed at the BSE under the direct listing route vide BSE letter dated27-1-2015

-Sd-
Devendra Sharma
Practicing Company Secretary
Place: HYDERABAD ACS No.19674
Date : August 12 2015 C P No: 9033

This Report is to be read with our letter of even date which is annexed as Annexure Aand Forms an integral part of this report.

'Annexure A'

To

The Members

COSYN Limited

6-1-85/10 Opp. Telephone Bhavan Saifabad Hyderabad-500004

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. The Compliance of the provisions of Corporate and other applicable laws rulesregulations and standards is the responsibility of management. Our examination was limitedto the verification of procedure on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

-Sd-
Devendra Sharma
Place: HYDERABAD Practicing Company Secretary
Date : August 12 2015 ACS No.19674
C P No: 9033

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