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Cybermate Infotek Ltd.

BSE: 532271 Sector: IT
NSE: N.A. ISIN Code: INE215B01014
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OPEN 1.54
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VOLUME 45629
52-Week high 1.79
52-Week low 0.64
P/E
Mkt Cap.(Rs cr) 11.16
Buy Price 1.54
Buy Qty 34932.00
Sell Price 0.00
Sell Qty 0.00

Cybermate Infotek Ltd. (CYBERMATEINFO) - Director Report

Company director report

Dear Members

We present the report on our business and operations for the year ended 31st March2016.

1. Financial Results: The Company' s financial performance for the year under reviewalong with previous year' s figures is given hereunder:

Particulars for the year ended For the year ended
INR-Rs 000 INR-Rs 000
31/03/2016 31/03/2015
Net Sales/Income from Business Operations 134957 117211
Other Income 4 577
Total Income 134961 117789
Less Interest - 13261
Profit / (Loss) before Depreciation & Exceptional Item (39942) (64621)
Less Exceptional Item 597042 214752
Profit before Depreciation (636984) (279373)
Less Depreciation 35777
9461
Profit after Depreciation and Interest (672762) (288835)
Less Current Income Tax - -
Less Previous Year Adjustment of Income Tax - -
Less Deferred Tax (681) 830
Net Profit after tax (672080) (289665)
Dividend - -
Net Profit after dividend and Tax (672080) (289665)
Amount transferred to General Reserve - -
Balance Carried to Balance Sheet (672080) (289665)
Earnings per Share (Basic) (9.28) (4.00)
Earnings per Share (Diluted) (9.28) (4.00)

Financial highlights

Revenues-Standalone

Revenue for the year ended 31st March 2016 is Rs 1349.57 lacs as compared to 1172.11lacs the same period last year. The Company' s services improved by about 15 % over theprevious year.

Revenues-Consolidated

The subsidiaries of the company both at USA and UAE are dormant hence on account ofconsolidation there is no addition of revenues.

Profits- Standalone

The Company had earned a net profit of Rs. 450.34 Lakhs prior to charge off of thefollowing

(a) Bad Debts amounting to Rs.1207.59 Lakhs.

(b) Exceptional Items include

(i) Investment in UAE Subsidiary in full as against the amortisation over a period offive years amounting to Rs. 3816.91 Lakhs.

(ii) Impairment Loss on software products which are no longer marketable due totechnology upgradation.Rs.2153.51 Lakhs. However on account of the above write offs thecompany has reported a Net Loss of Rs 6727.62 Lakhs as against a Net Loss of Rs.2888.35Lakhs in the previous period.

Profits-Consolidated

There are no additions to the Profits of the company on consolidated results as therewere no operations in the Subsidiaries.

Capital Expenditure on Tangible Assets-Standalone

During the year the company did not incur any capital expenditure.

Liquidity

The Company has started its efforts to raise funds for its growth plans.

The Company had convened an EGM to increase the authorised share capital increased theborrowing limits and FII investment limit.

Further the company has started its exercise for capital restructuring to reflect atrue position of its business in its balance sheet.

The company is making plans to implement its fund raising plans this year and henceresolutions are being proposed for approval of the shareholders

2. Dividend

No Dividend is being proposed for the current financial year.

3. Review of Business Operations and Future Prospects.

Your Directors wish to present the details of Business operations done during the yearunder review:

a. Services and emerging offerings

The company continued its services operations in IT and BPO segments.

The company is now moving its product applications into cloud platform and will be ableto offer software applications as a service in the ensuing period.

The company has commenced development of a logistics platform for cargo movement i.e amarket place for cargo in domestic markets viz www.indiacargo.com and www.bharatcargo.com.

The company is also developing an e-commerce portal for arts and crafts vizwww.indycrafts.com which is targeted to be a market place for handicrafts.

The company is also working on an application for automating toll collection.

The company is also actively working on mobile app i.e payment wallet and internet ofthings offerings.

The company has commenced its marketing efforts for the electronic health recordswww.e-healthrecords.com .

The company is working on multiple services automation in the internet of things spacewhich involves connecting devices to mobile apps that facilitate remote access monitorand automated controls over devices.

b. Sales

Revenue for the year ended 31st March 2016 is Rs 1349.57 Lakhs as compared to Rs1172.11 lakhs the same period last year. The company' s services improved by about 15 %over the previous year.

c. Marketing and Market environment.

Platforms: The company at present is in the process of building mobile applications onmultiple technologies to support E commerce and Utilities.

We have commenced our efforts in emerging mobile and digital technologies and big dataanalytics.

The company is gradually moving into the digital IT space.

The new platforms being built and promoted by the company are for retail as well as b2bcustomers.

The company has chosen digital marketing methods to penetrate into the retail markets.

Services: - The company continues to improve upon its service offerings across domainsin the following segments.

IT Support

Consulting

Network and Surveillance

The company provides services in custom built application development systemintegration testing maintenance network surveillance IT support consulting andBPO.

In order to differentiate our service and solution offerings our strategy will be tobring in concepts of automation analytics improving productivity to gain higher accuracyand to reduce the total costs to clients. We continue to leverage the advantage of opensource technologies in providing innovative and cost effective performance solutions.

Products : The company continues to enhance its products in health care domain and istargeting to get identified as a key player.

- Heal Soft (HMS): A complete Enterprise Hospital Management Software Suite (18modules) for Clinics Small Medium and Large Hospitals at multi locations in multipletechnologies which can be integrated to an ERP.

- Asset Management

- Purchases and Contract

- Document Management System

- Payroll Management

- HRMS

- Content Management System

- Corporate Information System

Infrastructure: - The company proposes to set up infrastructure such as data center toprovide cost effective infrastructure solutions for storage business continuitydisaster recovery for its own and third party applications and data.

Strategic Alliances: We propose to align with start-ups either as partners or assubsidiaries in creating deploying integrating and operating business solutions. Wepropose to raise additional capital to deploy in making selective business acquisitionsthat augment our expertise compliment our presence in certain market segments andaccelerate the execution of our strategies.

d. Future Prospects including constraints affecting due to Government policies

The future of IT Services business is providing a number of open source softwarecomponents and or proprietary software products all of which can be deployed on publicor private cloud or at the customer' s premise. These platforms are intended to addressthe key challenges that businesses have and effectively storing managing and analyzingthe increasing amounts of data available to them. CIL' s objective is to enable customersfind an improved way to package develop administer and monitor their enterprise data.

4. Subsidiaries Joint Ventures and Associate Companies.

Statement pursuant to Section 129 Subsection (3)(I) of the Companies Act 2013 readwith Rule 5 of Companies Accounts Rules 2014 relating to financial statements ofsubsidiary companies as formatted in AOC 1 form has been attached as Annexure- D to thisreport.

In the current year the company has evaluated the possibility of revival of theSubsidiary in the UAE i.e CIL FZE. The board felt that the emergence of digital IT andSMAC product licenses would not be profitable and hence the entire value of investment ischarged off.

5. Directors and Key Managerial Personnel. Profile of the Directors:

(i) Mr. Chenchaiah Pantulu Pattapurathi (DIN 01583136)

He is Seventy (70) years old. He is a commerce graduate and a member of Institute ofChartered Accountants of India (qualified in the year 1971). He has forty five (45) yearsof experience in industries such as Electrical Appliances Food Processing Ship BuildingCement Cement Products Textiles Pharmaceuticals etc. to his credit. His experience hasbeen in the area of Financial Management Management Accounting and Taxation.

He promoted CIL in the year 1994 and has led the company since its inception and hasbeen instrumental in shaping and executing strategy and financial structuring. At presenthe is Managing Director and Chief Executive Officer of CIL. He is a Trustee ofChennarayudu Public Charitable Trust. He is a promoter of the company and holds 93 15820shares of the company in his name as on March 31 2016.

(ii) Mr. Satya Shiva Kumar Kanakadandi (DIN 02103299)

He is Fifty (50) years old. He is a science graduate. He has more than twenty six (26)years of experience in Software Development Training and Heading MIS Departments. He hasbeen instrumental in launching various corporate training programs for Universitiesbanks and other training establishments. He promoted CIL in the year 1994.

He has made significant contribution in setting up of the operations of the companysince inception and has also been instrumental in providing a marketing base to thecompany and for delivering solutions in emerging technologies in yester years.

At present he is Director (Operations) and Chief Operating Officer of CIL. He is apromoter of the company and holds 10 61 010 shares of the company in his name as onMarch 31 2016.

(iii) Mr. Chandra Sekhar Pattapurathi (DIN 01647212)

He is Forty One (41) years old. He is a commerce graduate and a member of the Instituteof Cost and Works Accountants of India (qualified in the year 1998). He began his careerwith CIL as an Executive in Finance & Account. He has worked with a large retail chainin international markets as a Senior Financial Analyst before joining the Board of CIL Hehas experience in Finance Accounts Corporate Strategy Financial Management TaxationSecretarial and International Trade Practices.

He has been appointed as director of CIL since 30th June 2006 .At present he isDirector - (Finance) and Chief Financial Officer of the Company.

He is a promoter of the company and holds 3 03100 shares of the company in his nameas on March 31 2016.

(iv) Mr. Koteswara Rao Kanamarlapudi (DIN : 06401491)

He is sixty nine (69) years old. He is a commerce graduate and a member of theInstitute of Chartered Accountants of India (qualified in the year 1972). He has workedwith large logistics Food Processing industries in India before setting up of aConstruction and Contracting company in Doha Qatar He joined the Board of CIL on 30thSeptember 1996 as a non executive promoter director

He is a promoter of the company and holds 31000 shares of the company in his name ason March 31 2016.He is a member of the Stakeholders relationship committee.

(v) Mr. Shankar Madhukar Khasnis (DIN : 02359561)

He is Fifty (50) years old. He is an Engineering Graduate.

He is the Chief Executive Officer of a Feedback Consulting Mumbai.

Shankar has worked across industry sectors and brings a strong strategic perspective tothe board..

In his spare time he teaches in management schools and enjoys mentoring students.

He is an independent director on the board of Cybermate Infotek Limited and is not ashareholder of the company.

Mr. Shankar resigned from the office of an independent director on the 25th February2016 due to personal pre-occupations.

(vi) Mr. Pawan Kumar Kasera (DIN 00125178)

He is Sixty Two (62) years old. He is a commerce graduate. He has more than 30 yearsexperience as a business leader with "hands-on" mentality having commercial andtechnical background. He has extensive background and knowledge of business atmospherepolitical and social structure in Asia South Pacific and some parts of South East AsiaEurope Africa & the Middle-east. He brings his success in management of regionalmulticultural corporations with emphasis on marketing and corporate investment and alsoanalytical skills and cultural approach.

He is an independent director on the board of Cybermate Infotek Limited and is not ashareholder of the company.

Mr. Pawan Kasera resigned from the office of an independent director on the 3rd March2016 due to personal pre-occupations.

(vii) Dr. Devarapalli Jayarami Reddy ( DIN 02079731)

He is 70 years old. He is a medical practioner by profession. He is well experienced inbusiness of health care and is presently an investor in mid sized hospitals.

He is an independent director on the board of Cybermate Infotek Limited and is not ashareholder of the company. He is a member of Audit Committee and Stakeholdersrelationship committee.

(viii) Callepalli Kamakshi Bharathi (DIN 07144611)

She is 39 years old. She is a post graduate in Electronics. She has rich experience intelecommunications and signalling. She is presently mentoring research trainees on telecomengineering. She is an independent director on the board of Cybermate Infotek Limited andis not a shareholder of the company. She is the chairperson of Nomination and Remunerationcommittee and a member of Audit Committee.

(ix) Vegunta Sai Roop Kumar (DIN: 05317482)

He is 41 years old a commerce graduate and a fellow member of the Institute ofChartered Accountants of India (qualified in the year 2002 ) and graduate member of theinstitute of Cost Accountants of India.(qualified in the year 1998)

He started his career working with an audit firm and later moved into a multi businessgroup viz Hospitality Real Estate and Technology before setting up his professionalpractice as a Chartered Accountant. Mr. Vegunta Sai Roop Kumar was appointed as a NonExecutive Independent Director by the Board of Directors of the Company in their Meetingheld on 07th March 2016 with immediate effect in terms of Section 149 152 and 161 of theCompanies Act 2013. He is an independent director on the board of Cybermate InfotekLimited and is not a shareholder of the company.He is the Chairperson of Audit Committeeand a member of Nomination and remuneration committee.

(x) Mr. Bade Srinivasa Reddy (DIN: 01384074)

He is 47 years old He is a M.B.A (Finance) Certified Investment Adviser NationalStock Exchange of India Certified Market Professional (NCMP Level 5 - Highest Level) Heis pursuing Ph.D. in Investment Management (part time).

He has more than 22 years of Hands on Experience in Financial Markets and ServicesSector as Financial Analyst Head of the firm with Stock Exchange Membership InvestmentAdvisory Private Equity and other Businesses.

He is an Empanelled Corporate Trainer for SEBI Promoted NISM American Academy ofFinancial Management (AAFM) National Stock Exchange of India (NSE) and others.

Mr. Bade Srinivasa Reddy was appointed as a Non Executive Independent Director by theBoard of Directors of the Company in their Meeting held on 07th March 2016 with immediateeffect in terms of Section 149 152 and 161 of the Companies Act 2013.He is anindependent director on the board of Cybermate Infotek Limited and is not a shareholder ofthe company. He is the chairperson of Stakeholders relationship committee and a member ofnomination and remuneration committee.

Independence of directors

The Board has received statement of disclosures from all the Independent Directorshighlighting the fulfilment of all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules. Every suchstatement submitted by the independents directors has been taken note of by the board.

Resignations

Mr. Shankar Khasnis and Mr. Pawan Kasera Independent directors resigned from theoffice on the 25th February and 3rd March 2016 respectively citing personalpreoccupations.

The board places on record the valuable contribution made by the directors during theirterm of office.

Re-appointments

• Managing Director

Mr. P.C. Pantulu Managing Director was re-appointed for a period of One year at theExtraordinary General Meeting held on the 4th April 2016 i.e upto May 09 2017

• Directors

Ms. V.S. Roop Kumar and Mr.B.Srinivasa Reddy were appointed as Additional Directors on7th March 2016 to hold the said office till the date of the ensuing Annual GeneralMeeting. They were appointed as Independent Directors for a period of five years at theExtraordinary General Meeting held on the 4th April 2016

Disclosures about receipt of any commission by MD /WTD from company or anycommission/remuneration from the subsidiaries The Managing Director or Whole timedirectors are not in receipt of any commission from the company or any remuneration orcommission from the subsidiaries.

6. Particulars of employees

The remuneration paid to your Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 (including any statutory modification(s) orre-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy have been outlined in the Corporate Governance Reportwhich forms part of this report.

The information required under Section 197 (12) of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure– I.

7. Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 all the Independent Directors of your Company have givendeclaration that they have met the criteria of independence as required under the Act andthe regulations.

8. Remuneration Policy

Your Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy forms part of the CorporateGovernance Report.

9. Formal Annual Evaluation of Performance of the Board and its Committees

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the board evaluation framework.

The framework includes evaluation of directors on parameters such as

• Peer Evaluation

• Decision Making

• Analysis of Information

• Board Dynamics & Relationships

• Corporate Strategy

• Participation at Board Committees

The Companies Act 2013 states that a formal evaluation needs to be made by the board ofits own performance and that of its committees and individual directors. Schedule IV tothe Companies Act States that the performance evaluation of independent directors shall bedone by the entire board of directors excluding the director being evaluated.

The evaluation process has been explained in Corporate Governance Report.

10. Board Committees

Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders GrievancesRs Committee number ofmeetings held during the year under review and other related details are set out in theCorporate Governance Report which forms a part of this Report.

11. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

12. Particulars of Loans Guarantees or Investments made under section 186 of theCompanies Act 2013.

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.

13. Disclosures under Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the company is required to have anAnti- sexual harassment policy though which an Internal Complaints Committee isconstituted. The said committee meets at regular intervals to redress any complaintsreceived by the committee in these lines and after due deliberation aims at disposing offthe complaints. However there has been no such complaint filed within the company tilldate.

14. Significant and material orders passed by the regulators or court

There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.

15. Material changes and commitments if any affecting the financial position ofthe company occurred between the end of the financial year to which this financialstatements relate and the date of the report (a) During the quarter ending 31st March2016 the company has reviewed the operations of the wholly owned Subsidiary at UAE i.eCybermate Infotek Limited FZE .

The subsidiary was formed in the year 2009 looking at the potential in the middle eastmarkets. Subsequently due to local and international factors resulted in adverse businessconditions on account of which the company could not proceed with its plans.

The company waited all along looking for an improvement and it is felt that additionalinvestment at this stage would not make it viable and hence the company has decided toclose the operations and write off the carrying amount of the investments in overseassubsidiary of Rs.381691600/-.

(b) As at the balance sheet date the company has reviewed the Software Products fortheir impairment.

On account of improvements in technology some of the products were not yieldingrevenues for the last three years and it is felt that additional investments in the saidproducts would not enable to make the products viable and that there is no recoverableamount for these software products and hence the products valued at Rs215351093/-identified as non cash generating units are written off as Impairment loss.

Further Unamortised Product Development expenses of

Rs. 11311572/- has been fully written off considering the obsolescence in thetechnology of the products involved.

16. Particulars of Contracts or Arrangements made with Related Parties.

All Contracts/arrangements/transactions entered by the company during the financialyear 2015-16 with related parties were in the ordinary course of business and on an arm' slength basis. During the year the company has not entered into anycontracts/arrangements/transactions with related parties which would be consideredmaterial.

In this regard we draw your attention to Note 30 containing a Statement Pursuant toClause (h) of sub section 134 of the companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014 to the financial statements which sets out related partydisclosures.

17. Number of Board meetings conducted during the year under review.

S.No. Date of the Meeting For the Quarter
1 28 May 2015 April - June
2 30 July 2015 July - Sept
3 26 August 2015 July - Sept
4 12 November 2015 Oct - Dec
5 13 January 2016 Jan - March
6 09 February 2016 Jan - March
7 23 February 2016 Jan - March
8 07 March 2016 Jan - March

18. Vigil Mechanism

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.The company has also set out a whistle blower policy in terms of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 so as to ensure that thebusiness is conducted with integrity and the company' s financial information is accurate.

The Policy on Vigil Mechanism and whistle blower policy may be accessed on the company's website.

19. Training of independent directors

Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company' s culture through appropriate orientation session and they arealso introduced to our organization structure our business constitution Boardprocedures our major risks and management strategy.

20. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed.

i. That in the preparation of the Annual Accounts for the financial year ended March31 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit and loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv. That the Directors had prepared the accounts for the financial year ended March 312016 on a `going concern` basis.

v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively

vi. That systems to ensure compliance with the provision of all applicable laws were inplace and were adequate and operating effectively.

21. Extract of Annual Return

Form MGT 9 containing details forming part of the extract of the Annual return isannexed to this report as Annexure "II" [pursuant to the provisions of Section92 read with Rule 12 of the Companies (Management and Administration) Rules 2014] .

22. Statement concerning development and implementation of Risk Management Policy ofthe company.

The Company has constituted a Risk Management Committee at a board meeting held on the28th May 2015 and details pertaining to the role and functions of this committee ismentioned under the Management Discussion and Analysis Report which forms a part of thisreport.

23. Details of Policy developed and implemented by the company on its Corporate SocialResponsibility initiatives.

The Companies Act 2013 lays down a mandatory provision wherein every company having

• Net worth of rupees five hundred crore or more or

• Turnover of rupees one thousand crore or more or

• Net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore directors out of which at least one director shall be an independent director.

As the said provisions are not applicable to the company it has not developed andimplemented any Corporate Social Responsibility initiatives.

24. Transfer of Unclaimed Dividend to Investor Education Protection Fund. Theprovisions of Section 125(2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.

25. Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. TheBoard of Directors have evaluated the effectiveness of the Company' s internal controlsand procedures and confirm that they are adequate based on the size and the nature of itsbusiness.

26. Internal Audit

The Company has a well established system of Internal Audit which carries out audit onRisk Management framework covering all the functions.

27. Auditors and Auditors report

Statutory Auditors

M/s P.Murali & Co Chartered Accountants were appointed as Statutory Auditorsfrom the conclusion of previous Annual General meeting until the upcoming annual generalmeeting. It is now proposed to re-appoint them as Statutory Auditors from the commencementof the ensuing Annual General Meeting till the conclusion of the next Annual GeneralMeeting.. The Company has received a certificate from M/s P Murali & Co. to the effectthat if reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

As required above the Board has after considering the recommendations of the AuditCommittee incorporated a suitable resolution for your consideration and approval in thenotice calling the ensuing Annual General Meeting of the Company.

Secretarial Auditor

The Board has appointed Mr.Y. Koteswara Rao Practising Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit report for thefinancial year ended March 31 2016 is annexed herewith in Annexure-III

28. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo.

The detailed information as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished underAnnexure "IV" as attached to this report.

29. Management Discussion and Analysis

Management Discussion and Analysis Report forms a part of the Annual Report

30. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports

The Auditors Report does not contain any qualification. The Notes/Remarks on financialstatements referred to in the Auditor' s Report are self explanatory.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

31. Shares

Buy back of Securities

The Company has not bought back any of its securities during the financial year underreview.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year underreview.

Bonus Shares

No Bonus Shares were issued during the financial year under review.

Employees Stock Option Plan

The Company has not provided for any Stock Options to its employees during thefinancial year under review.

32. Disclosures

Company' s Property and Litigation

The Company has its own commercial space which was leased out to another IT Servicescompany for 10 years in 2004.The Lease rentals were discounted with a housing financecompany to augment working capital for the company. The tenant had terminated the leaseand vacated the property of the company in 2009. Owing to Political conditions in thestate the property could not be leased out and thereby the account became irregular. Thecompany approached the lender to restructure the loan but they initiated proceedings underSARFAESI Act to recover their dues. The Lender took possession of the property. Thecompany approached the Debts recovery tribunal. However as on the balance sheet date theproperty continues to be registered in the name of the company and the lender is yet tomake his submissions before the debts recovery tribunal.

Changes in Board & Board Committees

During the year there were changes in the board on account of resignation of twoindependent directors and appointment of two new directors. The new appointments haveresulted in reconstitution of the committees of the board.

Disclosures pertaining to the mandatory committees constituted by the Board forspecific purposes has been included in the Corporate Governance Report which forms a partof the Annual report. Thus the information pertaining to the composition of and number ofmeetings held by the committees such as Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee are covered in there.

Managerial Remuneration

The nomination and remuneration committee has reviewed the provisions of Schedule V Part II Section II to the Companies Act 2013 on the Remuneration payable by companieshaving no profits or inadequate profit.

The Committee has clarified that the remuneration payable to the managerial personnelis within the limits prescribed there under.

33. Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 a separate report on corporate governance has been included in thisAnnual Report in Annexure –IV together with a certificate from the Practicing CompanySecretary regarding compliance of conditions of Corporate Governance.

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the ManagingDirector of the Company is contained in this Annual Report.

34. Acknowledgement

Your Directors place on record their sincere thanks to their employees bankersbusiness associates consultants and various government authorities for their continuedsupport extended to your Company' s activities during the financial year under review.Your Directors also acknowledge gratefully for your support and for the confidence reposedon this Company.

For and on behalf of the Board of Directors
Date : 12th August 2016 P.C.Pantulu
Place : Secunderabad Managing Director

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