Cybertech Systems & Software Ltd.
|BSE: 532173||Sector: IT|
|NSE: CYBERTECH||ISIN Code: INE214A01019|
|BSE LIVE 11:28 | 21 Feb||81.00||
|NSE LIVE 11:27 | 21 Feb||81.00||
|Mkt Cap.(Rs cr)||219.35|
|Mkt Cap.(Rs cr)||219.35|
Cybertech Systems & Software Ltd. (CYBERTECH) - Director Report
Company director report
Your Directors have pleasure in presenting the 21st Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements andthe Auditors' Report for the financial year ended March 312016.
The financial performance of your Company for the year ended March 312016 issummarized below:-
(Rs in Millions)
DIVIDEND AND RESERVES
Your Directors are pleased to recommend a dividend @10% ( Rs 1/- per Equity Share of Rs10/- each) for the financial year 2015-16 subject to the approval of shareholders at theensuing Annual General Meeting. If approved the total dividend payout for the year underreview will be 10% amounting to Rs 2.69 Crore.
No amount was transferred to Reserves for the year under review.
FINANCIAL PERFORMANCE OVERVIEW
Your Company started developing Property Tax application of GeoCivic product whichhas been completed in the current year. Your Company is now pursuing 'Go To Market'strategies for this product. Also your Company continues offshore development and supportservices in the core technology areas. The Company continued to receive income fromsurplus office premises that earn rental income. The Company's performance for the year onstandalone basis is as follows:
Total revenue for the year 2015-16 amounted to Rs 480.29 million as compared to Rs440.00 million for the previous year. Total revenue is comprised of revenue fromoperations and other income as follows:
a) Revenue from operations for the year ended March 312016 amounted to Rs 443.16million as against Rs 396.95 million for the previous year. Operating revenue includesboth software support and development activities. Revenue is increased by 11.64%; and
b) Other Income amounted to Rs 37.13 million as against Rs 43.05 million.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company including its wholly owned USsubsidiary are prepared in accordance with Accounting Standard 21 (Consolidation ofAccounts) as prescribed by the Institute of Chartered Accountants of India and incompliance with the terms of the listing agreement with the Stock Exchanges and SEBI(LODR) Regulations 2015. Together these comprise part of the Annual Report and Accounts.The summarized consolidated results are given alongside the financial results of yourCompany.
WHOLLY OWNED SUBSIDIARY IN USA
The Company owns 100% interest in CyberTech Systems and Software Inc. USA (CSSI)which was formed on June 12 2003 in the State of Delaware in the United States ofAmerica its results are provided in this report.
For the year under review CyberTech Systems and Software Inc. (USA) reported anoperating loss of Rs 4.97 million before interest and depreciation on total revenue of Rs669.09 million. The net loss of the subsidiary for F.Y 2015-16 aggregated to Rs 8.08million.
The Company is taking steps to increase the revenue of CyberTech Systems and SoftwareInc. (USA) and the management is of the opinion that it will be able to wipe off theaccumulated losses of CyberTech Systems and Software Inc. (USA) gradually.
The Statement in Form AOC-1 containing salient features of the financial statements ofCompany's Subsidiary is attached as Annexure I to the financial statements of theCompany pursuant to the provisions of Section 129(3) of the Companies Act 2013.
BUSINESS OPERATIONS OVERVIEW AND OUTLOOK
During the year GeoCivic Property Tax Management development got completed andcapitalized in the books. This decision is based on the initial market study and ongoingmission mode projects of Government of India like Smart cities and Amrut (formerly knownas JNNURM) and exposure to the domain area. GeoCivic is currently under implementationwith some of the Municipal Corporations and the awareness and visibility is being createdfor brand GeoCivic. GeoCivic specifications are part of tenders floating across manymunicipal corporations. The Municipal corporations have shown interest in implementationof this application to leverage their geographic intelligence and to optimize civicplanning development and revenues.
Considering the amount of interest shown by these Local Civic Bodies your Companyexpects to grow its business in this area considerably in the next few years.
AWARDS & RECOGNITION
CyberTech has been awarded the contract for the creation of a comprehensivecomputerized geo-enabled Property database to support assessment and consolidation of allMunicipal revenues for Nagpur Municipal Corporation (NMC). CyberTech continues to addressthe requirements by implementing GeoCivic Property Tax. Coming under the larger umbrellaof CyberTech's Smart City initiative GeoCivic Property Tax is focused on efficient andequitable property tax assessment and collection for Municipal Corporations. Your Companyalso has secured couple of more GeoCivic contracts which have two to three years ofhorizon.
During the year under review the Company has issued 75000 Equity Shares underEmployee Stock Option Scheme (ESOP) to the employees of the Company and its subsidiaryCompany. As a result of above allotment the paid up Share capital of the Companyincreased from Rs 267963430 comprising of 26796343 Equity Shares of Rs 10/- each ason March 31 2015 to Rs 26 8713430 comprising of 26871343 Equity Shares of Rs 10/-each as on March 312016.
During the year under review no deposits were accepted by the Company under Section 73of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the financial year 2015-16 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read with theCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder and Regulation 23 of the SEBI (LODR)Regulations 2015. During the financial year 2015-16 the Company did not enter intomaterially significant transactions with Promoters Key Managerial Personnel or otherrelated parties. The details of the related party transactions as required under AS - 18are set out in Note No. 26 to the standalone financial statements forming part of thisAnnual Report.
The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 in respect of disclosure of contracts /arrangements with related parties under Section 188 is set out as Annexure II tothis Report.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.cvbertech.com and can beaccessed at http://www.cybertech.com/investors/corporatepolicies.aspx.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company has not granted any loan guarantee and investment to any person otherthan its wholly owned subsidiary. The details of which are given in the Notes to FinancialStatement.
Your Company recognizes that risk is an integral part of business and is committed tomanage the risk in a proactive and efficient manner. Your Company has Risk ManagementPolicy in place. The Policy provides for a risk management framework to identify andassess risk such as operational strategic resources security industry regulatory& compliance and other risk and put in place an adequate risk managementinfrastructure capable of addressing these risks. The Board periodically reviews the riskif any and ensures to take steps for its mitigation.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure III formingpart of this Report.
In accordance with Section 178 and other applicable provisions of the Companies Act2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules 2014issued thereunder and Regulation 19 of the SEBI (LODR) Regulations 2015 the Board ofDirectors at their meeting held on 30th September 2014 formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The salient aspects covered in the Nomination andRemuneration Policy covering the policy on appointment and remuneration of Directors andother matters have been outlined in the Corporate Governance Report which forms part ofthis Report. The information required under Section 197 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors/employees of your Company is set out in Annexure IV to thisReport and is also available on the website of your Company i.e.
Your Company is committed to creating and maintaining a secure work environment whereits employees agents vendors and partners can work and pursue business together in anatmosphere free of harassment exploitation and intimidation. To empower women and protectwomen against sexual harassment a policy for prevention of sexual harassment has beenrolled out and Internal Complaints Committee (ICC) as per legal guidelines has been setup. All employees (permanent contractual temporary trainees) are covered under thispolicy. This policy allows employees to report sexual harassment at the workplace. TheInternal Committee is empowered to look into all complaints of sexual harassment andfacilitate free and fair enquiry process with clear timelines.
During the year 2015-16 no complaints were received regarding Sexual harassment.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of SEBI (LODR) Regulations 2015 is presented in a separateSection forming part of the Annual Report.
In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 a report on CorporateGovernance along with Statutory Auditors' Certificate confirming its compliance isprovided separately and forms integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Amogha Tadimety Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting pursuant to the provisions of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of the Company and being eligible offered herself for re-appointment. Thebrief resume of Ms. Amogha Tadimety and other information under Regulation 36 of the SEBI(LODR) Regulations 2015 with respect to the Director seeking re-appointment has beenprovided in the Notice convening 2151 AGM. Your Directors recommend herre-appointment.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015.
Mr. Prakash Sitaram Kenjale (DIN: 00202324) an Independent Director of the Companytendered his resignation as the Director of the Company with effect from November 16 2015due to personal reasons and his resignation was accepted by the Board. The Board ofDirectors records their apprecitation for his contributions during his tenure to thebusiness of the Company.
Mr. Sateesh Wadagbalkar Key Managerial Personnel retired from the post of CompanySecretary cum Compliance Officer of the Company w.e.f. June 30 2016 and Ms. SaritaLeelaramani was appointed as the Company Secretary cum Compliance Officer of the Companyw.e.f. July 012016.
Presently Mr. Ramasubramanian Sankaran Whole-time Director & Chief FinancialOfficer and Ms. Sarita Leelaramani Company Secretary are the Key Managerial Personnel ofyour Company in accordance with the provisions of Sections 2(51) and 203 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of Board meetings of your Company are set out in theCorporate Governance Report which form part of this Report. In terms of requirements ofSchedule IV of the Companies Act 2013 a separate meeting of Independent Directors wasalso held on 31st March 2016 to review the performance of Non-independentDirectors (including the Chairman) the entire Board and quality quantity and timelinesof the flow of information between the Management and the Board.
PERFORMANCE EVALUATION OF DIRECTORS
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors based on thecriteria laid down by the Nomination and Remuneration Committee. The criteria forevaluation of the Board performance have been mentioned in the Corporate GovernanceReport.
The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015 which consists of the following Members;
All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company. For further details please refer the CorporateGovernance Report forming part of the Annual Report.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy incompliance with the provisions of Section 177 (9) and (10) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015.
The policy provides for a framework and process whereby concerns can be raised by itsEmployees/ Directors or any other person against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them. More details on thevigil mechanism and the Whistle Blower Policy of your Company have been outlined in theCorporate Governance Report which forms part of this report. The Whistle Blower Policy ofthe Company is placed on Company's website www.cybertech.comCOMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has been following well laid down policy on appointment and remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management Personnel.
The appointment of Directors is made by the Board pursuant to the recommendation ofNomination and Remuneration Committee (NRC). The remuneration of Executive Directorscomprises of Basic Salary Perquisites & Allowances & follows applicablerequirements of the Companies Act 2013 and is recommended by NRC. Approval of Boardshareholders and the Central Government if required for payment of remuneration toExecutive Directors is sought from time to time.
The remuneration of Non-Executive Directors comprises of sitting fees and commission inaccordance with the provisions of Companies Act 2013.
The Remuneration Policy on appointment and remuneration of Directors KMP and SeniorManagement is placed on the website ofthe Company www.cybertech.com.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) AND SECTION134 (5) OF THE COMPANIES ACT 2013
In terms of Section 134(3) (c) of the Companies Act 2013 to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state and confirm that:
i) in the preparation of the annual financial statements for the year ended 31st March2016 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed along with proper explanation with respect tomaterial departures if any;
ii) such accounting policies as mentioned in the notes to the Financial Statements forthe year ended 31st March 2016 have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2016 and of the profit of the Company for the year ended on that date;
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) the annual financial statements for the year ended 31st March 2016 have beenprepared on a going concern basis;
v) proper internal financial controls are followed by the Company and that suchfinancial controls are adequate and are operating effectively; and
vi) proper systems to ensure compliance with the provisions of all applicable laws arein place and such systems are adequate and operating effectively.
Pursuant to the provisions of Section 139 of Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Lodha & Co. Chartered Accountants MumbaiStatutory Auditors (ICAI Firm Registration No. 301051E) hold office till the conclusion ofthe Annual General Meeting for the Financial Year 2016-17 and the Company has receivedwritten consent and a certificate stating that they satisfy the criteria provided underSection 141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 and that the appointment if ratified shall be in accordance with the applicableprovisions of the Companies Act 2013 and rules issued thereunder. As required underClause 33 (1) (d) of the SEBI (LODR) Regulations 2015 M/s. Lodha & Co. CharteredAccountants Mumbai have also confirmed that they hold a valid certificate issued by thePeer Review Board of ICAI.
The Auditors' Reports on Standalone (SFS) and Consolidated Financial Statements (CFS)for the financial year 2015-16 do not contain any qualification reservation or adverseremark.
M/s. Desai and Associates Chartered Accountants are the Internal Auditors of theCompany and their reports are reviewed by the Audit Committee on periodical basis.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. S. Anantha Rama Subramanian (CP1925) of M/s. S. Anantha & Co.Practising Company Secretaries Mumbai to conduct the Secretarial Audit of your Company.The Secretarial Audit Report is annexed herewith as Annexure V to this Report.
The Secretarial Audit Report does not contain any qualification/ reservation/disclaimer or adverse remark.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations 2015the Company needs to formally arrange Induction or Familiarization Programme forIndependent Directors to familiarize them with their role rights and responsibility asDirectors the working of the Company nature of the industry in which the Companyoperates business model etc. The details are mentioned in the Report on CorporateGovernance which is a part of this annual report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure VI tothis Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company continues to believe in operating and growing its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company that drivesit to focus on holistic development of its host community and immediate social andenvironmental surroundings qualitatively. Hence in accordance with the requirements ofSection 135 of the Companies Act 2013 your Company has constituted a Corporate SocialResponsibility Committee ("CSR Committee"). The composition and terms ofreference of the CSR Committee are provided in Corporate Governance Report. The Companyhas framed Corporate Social Responsibility policy which is available at www.cybertech.com. Annual Report on CSR activities as required under the Companies (CorporateSocial Responsibility Policy) Rules 2014 has been appended as Annexure VII to thisreport. During the year under review the Company has spent Rs 18 Lacs on Corporate SocialResponsibility.
INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS
The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorization of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.
The internal control system includes a well defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well structured budgeting process with regular monitoring ofexpenses and Internal audit.
The Internal Audit reports are periodically reviewed by the management and the AuditCommittee and necessary improvements are undertaken if required.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Companies Act 2013 read with the Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure VIII to the Board's Report.
None of the Employee of the Company is in receipt of remuneration exceeding the limitsprescribed in Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016.
EMPLOYEES STOCK OPTION PLAN (ESOP)
The position of ESOPs granted and exercised during the year is as under:
Method of Accounting
The Company has elected to use the intrinsic value method to account for thecompensation cost of stock options to employees of the Company Intrinsic value is theamount by which the quoted market price of the underlying share as on the date of grantexceeds the exercise price of the option
Summary of the options outstanding under the Employees Stock Option Plan (ESOP):
The following summarizes information about stock options outstanding: As at March31 2016
Fair Value methodology for the option:
The fair value of options used to compute net income and earnings per Equity Share havebeen estimated on the dates of each grant within the range of Rs 10 to Rs 45 using theBlack-Scholes pricing model. The Company estimated the volatility based on the historicalshare prices. The various assumptions considered in the pricing model for the optionsgranted under ESOP are:
Impact of Fair value method on Net Profit and EPS
Had the compensation cost for the Company's Stock Option Plan outstanding beendetermined based on the fair value approach the Company's net profit income and earningsper share would have been as indicated below:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor said items are not applicable to the Company:
1. Cost Audit
2. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
3. There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year 2015-16 and the dateof this report.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors wish to place on record their appreciation and sincere gratitude to thevarious departments of the Central and State Government Company's Bankers clients mediaand business constituents for their valuable assistance and support. The Directors alsoacknowledge the continued support received from investors and shareholders and theconfidence reposed by them. The Directors also record their appreciation for the sincereand dedicated services rendered by all the employees of the Company.
ANNEXURE I TO THE BOARD'S REPORT
Statement pursuant to first proviso to sub-Section (3) of Section 129 of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 in the prescribed FormAOC-1 relating to subsidiary Company
ANNEXURE II TO THE BOARD'S REPORT
FORM NO. AOC -2
(Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub Section (1) of Section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis: NotApplicable
2. Details of contracts or arrangements or transactions at Arm's length basis
ANNEXURE III TO THE BOARD'S REPORT
Information under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 and forming part of the Directors Report for the Yearended March 312016:
A) CONSERVATION OF ENERGY:
i) Steps taken or impact on conservation of energy:
The Computer systems installed are designed for low power consumption.
ii) Steps taken by the Company for utilising alternate sources of energy:
The Company continuously uses its best endeavor for identifying and utilizing alternatesources of energy.
iii) Capital Investment on energy conservation equipments:
No capital investment was made during the year on energy conservation equipments.
(B) TECHNOLOGY ABSORPTION -
(i) The efforts made towards technology absorption: No efforts have been made duringthe year for technology absorption.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution together with future action plans: Nil
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): No technology was imported during the year orany time during the last three financial years.
(iv) The expenditure incurred on Research and Development: No major expenses have beenincurred on R & D expenditure.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
ANNEXURE IV TO THE BOARD'S REPORT REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL
A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:
B. REMUNERATION TO OTHER DIRECTORS ( REFER CORPORATE GOVERNANCE REPORT FOR DETAILS)
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER AND WTD
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
FOR THE FINANCIAL YEAR ENDED MARCH 312016
Cybertech Systems and Software Limited
B-63-64-65-MIDC Wagle Estate
J.B Sawant Marg Thane - 400 604
I have conducted the Secretarial Audit of the Compliance of Applicable Statutoryprovisions and the adherence to good corporate practices by CyberTech Systems andSoftware Limited (hereinafter called 'the Company'). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the CorporateConducts/Statutory Compliances and expressing my opinion thereon.
Based on my 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 authorized representatives during theconduct of Secretarial Audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 312016 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment and Overseas Direct Investment(There were no instances of Foreign Direct Investment received by the Company during theyear. The Company has complied with the requirements of filing returns on annual basiswith respect to the Foreign Direct Investments and Overseas Direct Investment relating tothe earlier period. There were no External Commercial Borrowing hence compliancerequirements for the same are 'Not Applicable' for the year under review); and
(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 2015 (including the erstwhile SEBI (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 (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share based Employee Benefits) Regulations 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable for the year under review);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client (NotApplicable for the year under review);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable for the year under review); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable for the year under review).
(vi) Other laws applicable specifically to the Company:
a) The Trade Marks Act 1999; and
b) The Information Technology Act 2000.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India;(Notified with effect from 01st July 2015); and
(ii) Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservation:
The Company has filed E-Forms with the Ministry of Corporate Affairs within prescribedtime except for a couple of instances wherein the Company has paid the additional fees andcomplied with the requirements.
I further report that
Based on the information provided by the Company its officers and authorizedrepresentatives during the conduct of the audit and also on the review of compliancereports by the respective Department Heads / Company Secretary / CFO / KMP taken on recordby the Board of Directors of the Company in my opinion adequate systems and processesand control mechanism exist in the Company to monitor and ensure compliance withapplicable general laws like labour laws competition law environmental laws and allother applicable laws rules regulations and guidelines. The Company has responded tocompliance requirements notices for demands claims penalties etc. levied bystatutory/regulatory authorities and initiated actions for corrective measures andcompliance thereof.
I further report that the compliance by the Company of applicable financial lawslike direct and indirect tax laws and Labour Law Compliances have not been reviewed inthis Audit since the same have been subject to review by statutory financial audit andother designated professionals.
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.
I further report that
Adequate notice is given to all directors to schedule the Board Meetings along with theagenda generally at least seven days in advance and detailed notes on agenda were sentwell in advance before the meeting and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.
I further report that during the audit period there were no events viz:
(i) Public/Right/sweat Equity Shares (except allotment of 75000 Equity Shares underEmployee Stock Option Scheme 2007 by Stakeholders Relationship Committee of Board ofDirectors of the Company at their meeting held on February 25 2016);
(ii) Redemption/Buy-back of securities;
(iii) Major decisions taken by the members pursuant to Section 180 of the CompaniesAct 2013
(iv) Merger/amalgamation / reconstruction etc; and
(v) Foreign technical collaborations; or such other specific events /actions inpursuance of the above referred laws rules regulations guidelines etc. having anybearing on the Company's affairs.
[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN: L72100MH1995PLC084788
ii) Registration Date: 19/01/1995
iii) Name of the Company: CYBERTECH SYSTEMS AND SOFTWARE LIMITED
iv) Category / Sub-Category of the Company: Company having Share Capital
v) Address of the Registered office and contact details
CyberTech House Plot No. B-63/64/65 Road No. 21/34 J.B. Sawant Marg MIDC WagleEstate Thane -(West)-400 604 Tel No. 022 25834643/44/45: Fax No. 022 25832574 Email:
vi) Whether listed Company: Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any LinkIntime India Private Limited
C-13 Silk Mill Compound L.B.S. Marg Bhandup Mumbai-400 078 Tel No. 022 25963838 FaxNo. 022 25946969 Email: firstname.lastname@example.org
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i. Category-wise Share Holding :
2. Shareholding of Promoters and Promoter Group
(iii) Change in Promoters Shareholding
(iv) Shareholding pattern of top ten shareholders (other than Directors promoters andHolders of GDRs and ADRs)
(v) Shareholding of Directors and Key Managerial Personnel(KMP)
Note: No KMP has held any share of the Company either at the beginning of the year orat the end of the year.
V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment
(Amount in ' Millions)
Company has not accepted any public deposits but these deposits are in thenature of advances received from the creditors and Licensees
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:
(Rs In lacs)
B. Remuneration to other Directors ( Refer Corporate Governance Report for details)
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER AND WTD :
VII. PENALTIES (PUNISHMENT/ COMPOUNDING OF OFFENCES): NIL