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Bodhtree Consulting Ltd.

BSE: 539122 Sector: IT
NSE: BODHTREE ISIN Code: INE104F01011
BSE 00:00 | 24 Feb 48.10 -0.85
(-1.74%)
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NSE 05:30 | 01 Jan Bodhtree Consulting Ltd
OPEN 49.00
PREVIOUS CLOSE 48.95
VOLUME 5011
52-Week high 54.20
52-Week low 28.50
P/E 12.30
Mkt Cap.(Rs cr) 96
Buy Price 46.15
Buy Qty 200.00
Sell Price 47.70
Sell Qty 40.00
OPEN 49.00
CLOSE 48.95
VOLUME 5011
52-Week high 54.20
52-Week low 28.50
P/E 12.30
Mkt Cap.(Rs cr) 96
Buy Price 46.15
Buy Qty 200.00
Sell Price 47.70
Sell Qty 40.00

Bodhtree Consulting Ltd. (BODHTREE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Thirty Seventh Annual Report of BodhtreeConsulting Limited (the "Company" or "Bodhtree") on the business andoperations and the Audited Accounts for the financial year ended 31 March 2019 togetherwith the Auditors' Report thereon. Consolidated performance of the Company and itssubsidiaries has been referred to wherever required.

1. Financial Summary:

Your Company's results (Standalone and consolidated) for the year in comparison withthe previous year are given below in a summarized format:

Standalone Consolidated
Particulars (Re. in Lakhs) (Re in lakhs)
2018-19 2017-18 2018-19 2017-18
Income from Operations 11628.84 11449.51 11635.23 11449.51
Other Income 264.79 22.95 264.79 22.95
Total Income 11893.64 11472.46 11900.02 11472.46
Operating Expenditure 10049.14 10235.25 10084.34 10235.78
Profit before depreciation & Tax 1844.50 1237.21 1815.68 1236.68
Depreciation 585.99 579.28 585.99 579.28
Operating Profit 1258.51 657.93 1229.69 657.40
Prior Period & Exceptional Items 0 0 0 0
Profit before Tax & Extra-Ordinary 1258.51 657.93 1229.69 657.40
Items
Extra-ordinary Items 0 0 0 0
Tax Expense / (Reversal) 446.18 214.98 446.19 214.98
Profit (Loss) after tax 812.33 442.95 783.50 442.42
Other Comprehensive Income (5.83) (12.20) (5.82) (12.20)
Total Comprehensive Income 806.50 430.75 777.68 430.22

2. Company's Performance:

During the year under review the Company reported a total income of Re. 11893.64 Lakhsagainst Re. 11472.46 Lakhs in the previous year. The Operating profit amounted to Re.1248.51 Lakhs as against operating profit of Re. 657.93 Lakhs in the previous year. TheCompany reported profit primarily due to the measures brought in by the management toreduce operational costs without compromising the ability to earn and grow further.

3. General Reserve:

The Company has not proposed to transfer any amount to the general reserve for theFinancial Year ended 31 March 2019.

4. Dividend:

Your Directors regret to inform that they do not recommend any dividend for thefinancial year 2018-19. The Company is in its growth phase and hence needs to maintain thegrowth capital and meet its growth oppurtunities.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March 2019 is Re. 199582360/ andthere has been no change in the capital structure of the Company during the year 2018-19.

6. Listing of Company's Equity Shares:

The Company's Equity shares are listed with M/s. BSE Limited (Stock Exchange) PhirozeJeeJeebhoy Towers Dalal Street Mumbai 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for theFinancial Year 2019-20 on 02 August 2019.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year underreview.

8. Subsidiaries Joint Ventures and Associate Companies:

During the year under review the Company is having one wholly owned subsidiary Companyin the name and style of M/s. Bodhtree Human Capital Private Limited which is engaged inthe business of sta augmentation and related service sector.

The Company holds more than 20% of total share capital of two other Companies which areM/s. Learnsmart India Private Limited and M/s. Pressmart Media Limited. However there wasno Signi cant In uence shown by the Company on the a airs of those Companies. There wereno significant and material transactions with those Companies during the period underreview. Management of the Company is different from that of those two Companies. Detailsin this regard are mentioned in Form No. MGT-9 (Extract of Annual Return) which can beaccessed at the company's website www.bodhtree.com under investors section.

As per the provisions of Section 129(3) of the Companies Act 2013 (the Act) read withCompanies (Accounts) Rules 2014 a statement containing the salient features of thefinancial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure IV tothis Report.

Performance and financial position of each of the subsidiaries associates and jointventures:

As per Rule 8 of Companies (Accounts) Rules 2014 a Report on the performance andfinancial position of each of the subsidiaries associates and joint venture companies ofthe Company is enclosed as Annexure IV to this Report.

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report andenclosed as Annexure - I and gives details of the overall industry structuredevelopments performance and state of a airs of the Company's business internal controlsand their adequacy risk management systems and other material developments during thefinancial year.

10.Extract of Annual Return:

As provided under section 92(3) of the Act the extract of annual return is enclosed asAnnexure II in the prescribed Form No. MGT-9 which forms part of this report andalso can be accessed at the company's website www.bodhtree.com under investors section.

11. Director's Responsibility Statement:

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

i) In preparation of annual accounts for the financial year ended 31st March 2019 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of a airs of the Company at the end of the financial year ended31st March 2019 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and suficient care for their 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) The Directors had prepared the annual accounts on a ‘going concern' basis;

v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operating theectively; and

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating the ectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and the ectiveduring FY 2018-19.

12. Statement on Declaration given by Independent Directors under Section 149(6):

The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Act stating that they meet the criteria of independenceas provided in Section 149(6) of the Act.

13. Details of Directors or Key Managerial Personnel:

During the year Mr. Muthukrishnan Swaminathan resigned as a Director from the Board ofDirectors of the Company w.e.f. 21st November 2018 due to his pre-occupations. The Boardplaces on record its sincere appreciation for Mr. Muthukrishnan Swaminathan's value addedcontributions and fruitful association with the Company and thanks him for providingvaluable guidance to the Company during his tenure.

During the year upon recommendation of the Nomination and Remuneration Committee Mr.Muninder Raja Arram was co-opted as Additional director (Non-Executive Non- Independent)and Mr. Srinivas Reddy Mallayagari was co-opted as Additional Director of the Company inthe category of Independent Director of the Company by the Board at its meeting held on14th November 2018 and 16th February 2019 respectively pursuant to Section 161 of theCompanies Act 2013.

In accordance with the provisions of Section 152(6) of the Act and the Articles ofAssociation of the Company Mr. L N Ramakrishna will retire by rotation at the ensuingAnnual General Meeting and being eligible o ers himself for re-appointment.

The aforesaid appointment/re-appointment of Director/s are subject to your approval.

The Board of Directors based on the recommendation of the Nomination and RemunerationCommittee recommends the appointment of the above-mentioned directors at the ensuingAnnual General Meeting.

Brief pro les of the directors is given in the notice convening the 37th AGM forreference of the shareholders.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the receiving sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Company.

Key Managerial Personnel

During the year under review Mr. Srikanth Reddy Kolli resigned from the o ce ofCompany Secretary with the ect from 24th September 2018 and Mr. Prabhakar Rao Kallurresigned from the o ce of Chief Financial Officer w.e.f. 18th April 2019. Ms. VarshaGupta was appointed as Company Secretary & Compliance Officer w.e.f. 1st October2018.

Mr. L N Rama Krishna continues to be the Managing Director of the Company.

14. Number of meetings of the board:

6 (Six) meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

15. Board Evaluation:

The board of directors has carried out an annual evaluation of its own performance andthat of the board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structure theectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors held on 22nd March 2019 performance ofnon-independent directors performance of the board as a whole and performance of theChairman of the Company was evaluated taking into account the views of executivedirectors and non-executive directors. In addition to that the Independent Directorsevaluated the quality quantity and timeliness of flow of information between the Boardand the management of the Company which enabled the Board to perform its functionsreasonably and the ectively. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote suficient time and attention to his professionalobligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the IndependentDirectors.

c. Bringing objectivity and independence of view to the Board's discussions in relationto the Company's strategy performance and risk management

d.Statutory Compliance and ensuring high standards of financial probity and CorporateGovernance

e. Responsibility towards requirements under the Companies Act 2013 Responsibilitiesof the Board and accountability under the Director's Responsibility Statement.

16. Policy on directors' appointment and remuneration and other details:

The Company adopted a policy relating to the appointment and remuneration of Directorsand Senior Management Personnel. This Policy covers the remuneration and other terms ofemployment for the Company's Executive Team. The remuneration policy for Members of theBoard and for Management aims at improving the performance and enhancing the value of theCompany by motivating and retaining them and to attract the right persons to the rightjobs in the Company. The object of this Remuneration Policy is to make your Company adesirable workplace for competent employees and thereby secure competitiveness futuredevelopment and acceptable pro tability. In order to achieve this it is imperative thatthe Company is in a position to o er competitive remuneration in all its operationallocations.

Neither the Managing Director nor any other Directors of the Company received anyremuneration or commission from any of its Subsidiaries.

A detailed policy on remuneration of the Directors and Senior Management is placed onthe Company's website under the web link: http://www.bodhtree.com/about us/investors/codes& Policies.

Policy for selection of directors and determining directors' independence

The Nomination and Remuneration committee identi es persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down and recommends to the Board their appointment and removal.

The criteria for the appointment of Directors KMPs and Senior Management :

A person for appointment as director KMP or in senior management should possessadequate quali cation expertise and experience for the position considered forappointment. The Nomination and Remuneration committee decides whether the quali cationexpertise and experience possessed by a person are suficient for the concerned position.The committee ascertains the credentials and integrity of the person for appointment asdirector KMP or at senior management level and recommends to the Board his / herappointment.

The Committee while identifying suitable persons for appointment to the Board willconsider candidates on merit against objective criteria and with due regard for thebenefits of diversity on the Board.

The Nomination and Remuneration committee assesses the independence of directors at thetime of appointment reappointment and the Board assesses the same annually. The Boardre-assesses independence when any new interests or relationships are disclosed by aDirector.

The criteria of independence is as prescribed in the Act and the Listing Regulations.The Independent Directors shall abide by the Code for independent directors as specifiedin Schedule IV of the Act.

17. Committees of the Board:

Your Company has the following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

4. Risk Management Committee

The constitution of all the committees are as per the Companies Act 2013 and SEBIListing Regulations. The details of their Constitution are mentioned in CorporateGovernance Report which forms part of this Report.

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7) 72 of SEBI (LODR)Regulations 2015 read with Schedule II & V therein and the Corporate GovernanceReport including Auditor's Certi cate on compliance with the conditions of CorporateGovernance specified in Schedule V(E) is enclosed as Annexure- VII to this report.

19. Consolidated Financial Statements:

The consolidated financial statements prepared and annexed in accordance with theAccounting Standards 21 and 23 as prescribed under Section 133 of the Act read with Rule7 of Companies (Accounts) Rules 2014 and Guidelines issued by Securities and ExchangeBoard of India ("SEBI") also forms part of this Report.

As per the provisions of Section 136 of the Act the Company has placed its financialstatements including consolidated financial statements and all documents attachedthereto as well as the separate audited accounts of its subsidiaries on its websitewww.bodhtree.com. A copy of the above-mentioned documents will be provided to theshareholders at their request.

20. Internal financial control systems and their adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

Various Audit Systems in the Company monitors and evaluates the the cacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Based on the audit reports Companyundertakes corrective actions in respective areas and strengthens the control. Signi cantaudit observations and corrective actions thereon are presented to the Audit Committee ofthe Board periodically.

The Board of Directors of the Company have adopted various policies like Related PartyTransactions policy Whistle Blower Policy and such other procedures for ensuring theorderly and the cient conduct of its business for safeguarding its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. The details inrespect of internal financial control and their adequacy are included in the managementdiscussion & analysis which forms part of this report.

21. Statutory Auditors:

M/s Nisar & Kumar Chartered Accountants were appointed as Statutory Auditors ofthe Company for a period of 5 consecutive years at the 32nd Annual General Meeting (AGM)of the Company held on 23rd December 2014. Their term of five years expires at thisensuing AGM and the Board recommends to appoint new Auditors in place of the retiringauditor.

In consideration of the above the Board of Directors upon the recommendation of theAudit Committee at its meeting held on 14th August 2019 recommended the appointment ofM/s NSVR & Associates LLP Chartered Accountants Hyderabad as the Statutory Auditorsof the Company for a period of 5 years commencing from the conclusion of the 37th AGM.The said recommendation is forming part of the Notice to the 37th Annual General Meetingfor approval of members of the Company.

M/s NSVR & Associates LLP is a Chartered Accountants firm with Registration No.008801S/S200060. The firm is having close to two decades of experience in the eld ofAudit Taxation (Direct and Indirect) Internal Financial Control Review FinancialAdvisory Management Consulting Financial restructuring Business Modeling System DesignManagement Support Services. The firm has a strong team of 8 partners and 40+ professionalsta (quali ed and semi-quali ed Chartered Accountants).

The Audit Committee considered various parameters like capability to serve the businesslandscape of the Company audit experience in the Company's operating segments marketstanding of the firm clientele served technical knowledge etc. and found NSVR &Associates LLP to be best suited to handle the scale diversity and complexity associatedwith the audit of the financial statements of the Company.

The financial statements of the year ended 31st March 2019 were audited by M/s Nisar& Kumar Chartered Accountants. The standalone and consolidated financial statementshave been prepared in accordance with the Indian Accounting Standards prescribed underSection 133 of the Act read with the relevant rules issued thereunder and other accountingprinciples generally accepted in India.

22. Auditors' report:

The auditors' report on the financial statements does not contain quali cationsreservations or adverse remarks and the Notes on the financial statements referred totherein are self-explanatory thereby not requiring any further comments on the same.

23. Secretarial Auditor Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P. S. Rao & Associates Practising Company Secretaries as SecretarialAuditors to conduct Secretarial audit of the Company for the financial year ended 31March 2019.

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates PractisingCompany Secretaries in Form No. MR-3 is enclosed as Annexure VIII to this AnnualReport.

Explanations for the observations made by Secretarial Auditor M/s P S Rao &Associates in Secretarial Audit Report:

1. As per the provisions of the Act the Company shall deposit the dividend amount in aseparate bank account within 5 days from the date of its declaration whereas the Companydeposited the same on the 30th day. Further there was a shortage in deposit of dividendamount by Rs.14.34 Lakhs.

The company deposited the amount in the dividend account based on the shares listed andtraded in the Stock Exchange as on the record date. A total of 1912069 shares allottedto M/s Premeya World Wide Pte Ltd by way of conversion of outstanding CCPS are yet to beadmitted to the depository system as the trading approval from BSE Limited is awaited tobe applied for. Hence there is shortage in the dividend amount to the extent of Rs. 14.34lakhs. However the company has remitted the funds to the unpaid dividend account toensure compliance with the governing provisions of the Act after the same was observed bythe Auditors at the time of audit.

2. Delay in ling forms with the Ministry of Corporate Affairs

The company shall strive to complete the ling of forms with Registrar of CompaniesTelangana within the prescribed time and avoid payment of additional fees thereto.

3. Notice was issued by SEBI authorities to certain designated employees and anIndependent Director of the Company who executed contra trades within the prescribed limitand during the closure of trading window.

The Company issued warning le ers to the concerned Director and Designated Persons tostrictly adhere to the Code of Conduct and avoid making transac ons which are not incompliance with the provisions of SEBI (PIT) Regulations 2015. Further the profit madeon the said transactions was transferred to the SEBI- IEPF Account.

4. The Company has been providing information to the concerned SEBI Authority regardingthe transfer of shares held by the BCL Employees Benefit Trust. Further the Company seeksto comply with the provisions of SEBI (Employee based Benefit Regulations) 2014 andextinguish/ dispose o the shares of the Trust within the prescribed time of December2019.

24. Internal Auditors:

The Board of Directors of the Company has appointed M/s. Srinivas & PoornaChartered Accountants as Internal Auditors to conduct the Internal Audit of the Companyfor the Financial Year ended 31 March 2019.

25. Risk management:

The board of directors of the Company has voluntarily formed a risk managementcommittee to frame implement and monitor the risk management plan for the Company. Thecommittee is responsible for reviewing the risk management plan and ensuring its theectiveness. The audit committee has additional oversight in the area of financial risksand controls. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.

The Board has framed a Risk management Policy which inter-alia identi es theelements if risks which may threaten the existence of the Company. Various risks faced bythe Company including the risks associated with the economy regulations competitionforeign exchange interest rate etc. and the development and implementation of the RiskManagement Policy and are documented monitored and managed the ciently.

26. Corporate Social Responsibility (CSR):

During the year under review the Company did not fall under the purview of provisionsof section 135 of the Companies Act 2013. Hence the provisions of Corporate SocialResponsibility as specified therein were not applicable to the Company and accordingly ithas not made any contributions towards CSR Activities.

27. Particulars of loans guarantees and investments:

The particulars of loans guarantees and investments have been disclosed in the Notesto financial statements being a part of this Annual Report.

28. Deposits from public:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

29. Transactions with related parties:

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure -V in Form No. AOC-2 and the same forms part of this report.

The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitewww.bodhtree.com.

30. Vigil Mechanism:

In pursuant to the provisions of section 177 (9) & (10) of the Act and SEBIListing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established. Protected disclosures can be made by a whistle blower tothe Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on theCompany's website www.bodhtree.com.

31. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of Annexure-III which is enclosed to this Board Report.

32. Particulars of Employees:

The table containing the names and other particulars of top 10 employees in terms ofremuneration drawn in accordance with the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of abovementioned Annexure - III.

A statement containing the names of every employee employed throughout the financialyear and in receipt of aggregate remuneration of Rs. 102 lakh or more for the year oremployed for part of the year and in receipt of Rs. 8.50 lakh or more a month under Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of abovementioned Annexure - III which is enclosed to this Board'sReport.

33. Conservation of energy Technology absorption Foreign exchange outgo:

The particulars as required to be disclosed pursuant to Section 134(3)(m) of theCompanies Act 2013 read with rule 8 of Companies (Accounts) Rules 2014 are given tothe extent applicable by way of Annexure VI.

34. Human Resources:

The Industrial relations of the Company continued to be harmonious during the yearunder review.

35. Employees Stock Options Scheme:

The Board in its Meeting held on 14 November 2016 has approved BCL ESOP-2016 policy toits Employees with 10 Lakh fully paid-up Equity Shares which were approved by theshareholders in the 35th Annual General Meeting held on 30 September 2016. Thein-principle approval for the said 10 lakh options was obtained from BSE on 04 January2017. The Company did not grant any options to its employees during F.Y. 2018-19. Thedetails of Employees Stock Options pursuant to section 62 of the Companies Act 2013 readwith Rules made thereunder; and SEBI (Share Based Employee Benefits) Regulations 2014 anderstwhile SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme)Guidelines 1999 are provided as Annexure IX to this Report.

37. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

The company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The following is a summary of sexual harassment complaintsreceived and disposed of during the year:

a. Number of complaints pending at the beginning of the year; - Nil

b. Number of complaints received during the year - Nil

c. Number of complaints disposed o during the year -Nil

d. Number of cases pending at the end of the year- Nil

36. Compliance with secretarial standards on board and annual general meetings

During the year under review the Company has complied with secretarial standardsissued by the Insfitute of Company Secretaries of India on Board Meetings and AnnualGeneral Meetings.

37. General:

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 review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise.

b. Neither the Managing Director of the Company receive any remuneration or commissionfrom any of its subsidiaries.

c. 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.

d. No material changes and commitments a ecting the financial position of the Companyhave occurred between the end of the financial year and date of report.

38.Acknowledgement:

The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the governments ofvarious countries Government of India governments of various states in India andconcerned government departments / agencies for their co-operation. The directorsappreciate and value the contributions made by every member of the Bodhtree family.

Place: Hyderabad For and on behalf of the Board
Date: 14.08.2019 For Bodhtree Consulting Ltd
L N Rama Krishna. K Rajesh
Managing Director Director
DIN: 03623543 DIN: 02727491