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Cambridge Technology Enterprises Ltd.

BSE: 532801 Sector: IT
NSE: CTE ISIN Code: INE627H01017
BSE 00:00 | 26 Feb 18.55 -1.05
(-5.36%)
OPEN

21.35

HIGH

21.35

LOW

18.55

NSE 00:00 | 26 Feb 19.00 -1.00
(-5.00%)
OPEN

19.50

HIGH

20.70

LOW

18.75

OPEN 21.35
PREVIOUS CLOSE 19.60
VOLUME 508
52-Week high 57.40
52-Week low 18.55
P/E 20.16
Mkt Cap.(Rs cr) 36
Buy Price 18.55
Buy Qty 5.00
Sell Price 21.35
Sell Qty 100.00
OPEN 21.35
CLOSE 19.60
VOLUME 508
52-Week high 57.40
52-Week low 18.55
P/E 20.16
Mkt Cap.(Rs cr) 36
Buy Price 18.55
Buy Qty 5.00
Sell Price 21.35
Sell Qty 100.00

Cambridge Technology Enterprises Ltd. (CTE) - Director Report

Company director report

DEAR MEMBERS

Your Directors present their report together with the audited financial statements forthe year ended March 31 2019.

FINANCIAL PERFORMANCE/SUMMARY

(INR in Crores)

Particulars Standalone Consolidated
31 March 2019 31 March 2018 31 March 2019 31 March 2018
Revenue from operations 36.66 63.05 102.55 99.10
Total Expenses 34.28 59.06 84.11 87.42
Profit Before Tax 2.79 4.53 19.78 12.22
Profit After Tax 1.95 3.45 18.85 12.91
Total Comprehensive Income 1.55 3.37 4.05 10.34
Reserves & Surplus 13.69 12.11 41.53 37.36

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIRS FOR THE FY 2018 - 19

During the financial year under review your Company's revenue declined by 42% on aStandalone basis. On standalone basis revenue from operations of your company for thefinancial year ended March 31 2019 is INR 36.66 crores ("cr") as compared toINR 63.05 cr for the financial year ended March 31 2018. Profit after tax decreased by43% to INR 1.95 cr for the year ended 31st March 2019 as compared to INR 3.45cr for the same period last year. Similarly total comprehensive income decreased by 54%to INR 1.55 crores for the year ended 31st March 2019 as compared to INR 3.37crores for the same period last year. Reserves and Surplus have increased from INR 12.11crores in FY 2017-18 to INR 13.69 crores in FY 2018-19.

Further on consolidated basis total revenue from operations of your company increasedby 3.5% to INR 102.55 cr as compared to the previous year's total revenue of INR 99.10 cr.Profit after tax increased by 46% to INR 18.85 cr for the year ended 31st March2019 as compared to INR 12.91 cr for the same period last year. Total comprehensive incomedecreased by 61% to INR 4.05 cr for the year ended 31st March 2019 as comparedto INR 10.34 cr for the same period last year. Reserves and Surplus have increased fromINR 37.36 cr in FY 2017-18 to INR 41.53 cr in FY 2018-19. The Company has adopted Ind ASfrom 1st April 2017. The audited financial statements (both standalone and consolidated)prepared in accordance with Section 129 and Section 133 of the Companies Act 2013 readwith the rules made thereunder and applicable Indian Accounting Standards (Ind AS) alongwith the Auditor's Report form part of this Annual Report.

As required under Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and separate accounts of each of its subsidiaries are available on the website ofthe company i.e. www.ctepl.com. These documents will also be available for inspectionduring the business hours at the registered office of the Company.

REPORT ON SUBSIDIARIES

As on March 31 2019 the Company has 4 wholly-owned subsidiaries viz. CambridgeTechnology Inc. USA Cambridge Technology Investments Pte. Ltd. Singapore CambridgeBizserve Private Limited & Cambridge Innovations Private Limited and 3 step-downsubsidiaries viz. M/s Cambridge Innovation Capital LLC USA M/s Cambridge Bizserve Inc.Phillipines and M/s Cloud Computing Global Pte Ltd. Singapore.

M/s Kupfer Management Pte Limited Singapore ceased to be Step – down Subsidiaryof the Company during the year.

Highlights of Performance

Cambridge Technology Inc. USA had revenue from operations of INR 49.86 crduring the year as compared to INR 67.86 cr revenue during the previous financial year.The net loss is INR 34.49 cr in FY 2018-19 as compared to net profit of INR 10.04 cr in FY2017-18. The contribution of Cambridge Technology Inc. USA to the overall performance ofthe company is in the form of revenue earned by the company by rendering its servicesamounting to INR 29.02 cr. Cambridge Innovation Capital LLC USA a step – downsubsidiary company had revenue from operations of INR 60.99 cr as on March 31 2019 ascompared to nil revenue from its operations as on March 31 2018. The net profit as onMarch 31 2019 is INR 37.09 cr. Cambridge Technology Investments Pte. Ltd Singapore hadnet loss of INR 3.62 lakhs during the year as compared net profit of INR 4.95 lakhs duringthe previous financial year. It had no revenue from operations during the year. CambridgeBizserve Inc a step – down subsidiary company had revenue from operations of INR1.18 cr and net loss of INR 1.19 cr as on March 31 2019 Cambridge Bizserve PrivateLimited & Cambridge Innovations Private Limited wholly – owned subsidiarycompanies and Cloud Computing Global Pte Ltd step – down subsidiary company has notcommenced its operations as on March 31 2019.

Further as per provisions of section 129(3) of the Companies Act 2013 a statementcontaining the salient features of financial statement of our subsidiaries i.e. a reporton the financial performance and financial position of the company's subsidiaries isprovided in the prescribed format AOC-1 appended as Annexure - 1 to the Board'sReport.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for theperiod under review.

DIVIDEND

Keeping in view the expected cash flow requirements and in order to conserve theresources for future business operations and for the future growth of the Company theBoard of Directors were not able to recommend any dividend for the financial year ended 31stMarch 2019.

CAPITAL STRUCTURE

During the year the authorized share capital and paid up capital of the Companyremained unchanged at INR 300000000/- divided into 30000000 equity shares of INR 10/-each & INR 196310150/- divided into 19631015 equity shares of INR 10/- eachrespectively.

DIRECTORS

The Board of Directors of your Company comprises of 6 (six) Directors as on the date ofthis report representing the optimum blend of professionalism knowledge and having variedexperience in different disciplines of corporate functioning. Of these 3 (three)Directors are Independent Directors 2 (two) are Executive Directors and 1 (one) is NonExecutive Director.

Appointments / Re-appointments

Pursuant to provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 Mr. Stefan Hetges(DIN: 03339784) Non – Executive Director is retiring by rotation at the ensuingAnnual General Meeting (AGM) and is eligible for re-appointment. The Directors propose thereappointment of Mr. Stefan Hetges for approval of the shareholders at the ensuing AGM ofthe Company.

The Board of Directors at their Meeting held on August 07 2018 approved appointment ofMs. Usha Srikanth having DIN 08184237 as an Additional and Independent Director of theCompany w.e.f August 07 2018 subject to approval of members. Also earlier term of Mr.Dharani Raghurama Swaroop Whole – time Director was upto March 01 2019. The Boardof Directors at their meeting held on August 07 2018 has passed a resolution forre-appointment of Mr. Dharani Raghurama Swaroop (DIN: 0453250) as a Whole-time Directorfor a further period of 5 (five) years from the expiry of his present term that is March01 2019 subject to members' approval. Further the earlier term of Mr. Motaparthy KasiVenkateswara Rao ("Mr. Venkat Motaparthy") Independent Director expired onMarch 31 2019. The Board of Directors at their meeting held on August 07 2018 has passeda resolution for re-appointment of Mr. Venkat Motaparthy (DIN: 01001056) as an IndependentDirector for a further period of 5 (five) years from the expiry of his present term thatis March 31 2019 subject to members' approval. The members approved the above saidappointment/re-appointments by passing required resolutions at 19th AnnualGeneral Meeting of the company dated September 28 2018.

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ["SEBI (LODR) Regulations 2015" or"Listing Regulations 2015" or "Listing Regulations"] (as amended) andSecretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries ofIndia a statement containing the requisite details of Mr. Stefan Hetges seekingre-appointment is given below:

Name of the Director Mr. Stefan Hetges
DIN 03339784
Date of Birth July 19 1963
Date of first appointment on the Board November 15 2010
Age 56 Years
Brief Resume Stefan joined Cambridge Technology as a part of the acquisition of smartShift the leading provider of tool-based modernization of complex IT systems. Stefan started his career as a consultant at Cambridge Technology Group. In 1993 he joined i-Cube as the first employee and was instrumental in the company's growth and later became responsible for i-Cube's European business. The company grew to over $100 million in revenue and went public in 1998. In 1999 i-Cube was acquired by razorfish. In 2001 Stefan acquired the assets of i-Cube from Razorfish in a management buyout and formed smartShift.
Qualification Masters in Computers from University of Constance Germany
Experience More than 23 years' of experience
Terms & Conditions of appointment along with Remuneration sought to be paid Appointed as Non – Executive Non Independent Director w.e.f May 14 2015 and liable to retire by rotation. Sitting fees for attending Board and / or Committee Meetings is sought to be paid.
Remuneration last drawn Sitting fees for attending Board Meetings for the FY 2018-19 is INR 10000/-
Disclosure of relationships between directors inter-se/Relationship with other Directors Manager and other Key Managerial Personnel of the Company Nil
Nature of his expertise in specific functional areas Information Technology. Leading companies to lower IT cost by optimizing migrating or transforming IT systems
Number of Meetings of the Board attended during the year 01
Names of Companies in which he holds the directorship Cambridge Technology Enterprises Limited smartShift Technologies Private LimitedsmartShift GMBH and smartShift AG
Names of Companies in which he holds the membership of Committees of the Board Nil
Shareholding in the Company Nil

Resignations

Mr. Bendapudi Muralidhar (DIN: 0385208) has resigned as an Independent Director of theCompany w.e.f May 21 2018. The Board while accepting the resignation of Mr. BendapudiMuralidhar appreciated and placed on record the valuable contribution made by him duringhis tenure as an Independent Director as well as Chairman of Stakeholders Committee andmember of Audit Committee and Nomination and Remuneration Committee.

KEY MANAGERIAL PERSONNEL Appointments

Mr. Hanumant Bhansali holding position in the Company as Manager - Corporate Finance& Head Investor Relations was designated as a Whole – time Key ManagerialPersonnel by the Board of Directors at their meeting held on May 28 2018.

Mr. Chirravuri Subrahmanya Leeladhar a qualified Chartered Accountant was appointed asChief Financial Officer of the Company w.e.f August 09 2018.

Mr. Ashish Bhattad qualified Company Secretary was appointed as Company Secretary& Compliance Officer w.e.f August 09 2018 by the Board of Directors at their meetingheld on August 07 2018.

Resignations

Mr. Tumuluri Venkata Siva Prasad – Chief Financial Officer Company Secretary& Compliance Officer of the Company has tendered his resignation w.e.f August 082018. The Board of Directors at their meeting held on August 07 2018 has accepted hisresignation and placed on record its appreciation for the services rendered by him acrossdifferent roles in the organization during his tenure as CFO Company Secretary &Compliance Officer of the company.

BOARD AND COMMITTEE MEETINGS

The Board met 06 (seven) times during the year. Details of the composition of the Boardand its Committees and of the meetings held and attendance of the Directors at suchmeetings are provided in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Section 173(1) of Companies Act 2013and Regulation 17(2) SEBI (LODR) Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2018-19 hadfamiliarized the Independent Directors through various initiatives. The IndependentDirectors of the company have been briefed at the meetings of the Board / Committeesthereof on the matters such as their roles functions rights duties responsibilitiesand liabilities in the Company nature of the industry in which the Company operates thebusiness model and operations of the Company geographies in which company operatesfinancial results of the Company and that of its subsidiary companies updates onstatutory and regulatory changes and impact thereof updates on development of business ofthe company overview of board evaluation and procedures etc. They were made to interactwith business heads and senior management personnel and are given all the documentsreports and internal policies sought by them for enabling a good understanding of theCompany its various operations and the industry of which it is a part which enable theDirectors to contribute significantly to the Company.

Details of familiarization programs extended to the Independent Directors during theyear are also disclosed on the Company website from time to time.

Web link: https://www.ctepl.com/pdfs/investors/Familiarisation-Programme-CTEL-2019.pdf

PERFORMANCE EVALUATION NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation Nomination & RemunerationPolicy as required under the provisions of the Companies Act 2013 and Regulation 19 readwith Part D of Schedule II of SEBI (LODR) Regulations 2015. Brief features of the policyinter-alia includes objective and purpose of the policy which is to lay down the criteriafor effective evaluation of performance of Board and that of its committees and individualdirectors to establish a framework for the remuneration of directors key managerialpersonnel and other employees to lay down criteria for identifying persons who arequalified to become directors and who may be appointed in senior management in accordancewith the criteria laid down and recommending to the Board their appointment and removalcriteria for determining qualifications positive attributes and independence of adirector policy relating to remuneration of directors key managerial personnel and otheremployees to ensure reasonable and sufficient level and composition of remuneration toattract retain and motivate the Directors KMPs and Senior Management Personnel etc. androle of Nomination and Remuneration Committee as defined under Section 178 of theCompanies Act 2013 and Regulation 19 read with Part D of Schedule II of the ListingRegulations 2015.

During the year the above said policy was amended inter-alia to comply withprovisions introduced by Companies (Amendment) Act 2017 and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 such as specifying the manner foreffective evaluation of performance amendment in criteria of Independence amendment indefinition of senior management recommendation to the board by nomination andremuneration committee of all remuneration in whatever form payable to senior managementetc.

Performance evaluation nomination and remuneration policy is available on the websiteof the Company. Weblink:http://www.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_policy.pdf

Pursuant to the provisions of Companies Act 2013 read with the rules made thereunderand SEBI (LODR) Regulations 2015 the performance evaluation of individual DirectorsBoard and its Committees was carried out.

The requisite details as required by Section 134(3) and Regulation 34 of SEBI (LODR)Regulations 2015 and other applicable provisions in this regard is provided elsewhere inthis report and/ or Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 an annual evaluation of performance of the Board its Committees and of individualDirectors has been carried out.

The Nomination & Remuneration Committee evaluated performance of the Directorsincluding Independent Directors for the financial year 2018-19 based on the performancerating document submitted by individual directors and recommended its report to the Board.Thereafter the Board reviewed performance of its own its committees and of individualdirectors including independent Directors based on the performance rating documentsubmitted by individual directors. The assessment is carried out by means of a structuredquestionnaire with ranking. Based on the report the Board and the Nomination &Remuneration Committee has informed that the performance of Directors includingIndependent Directors is satisfactory and they are recommended for continuation asDirectors of the Company. The criteria for performance evaluation of the Board includeaspects like experience proper mix of qualifications skills and competencies to conductits affairs effectively diversity its roles and responsibilities its functionsevaluation of risks setting up of corporate culture and values conduct of board meetingsand its effectiveness corporate strategy business plans corporate performance etc. Thecriteria for performance evaluation of the Committees include aspects like structuremandate composition independence working procedures and functions of committees andeffective contribution to the board etc. The criteria for performance evaluation of theindividual Directors (including Independent Directors) include aspects likequalifications experience competency professional conduct sufficient understanding andknowledge of the entity fulfilling of functions active initiation with respect tovarious areas attendance at the meetings contribution to the company and board meetingscommitment to the Board integrity etc. In addition the performance of IndependentDirectors is evaluated on aspects such as his/her independence from the company and otherdirectors exercise of judgement and expression of opinion etc. In addition theperformance of the Chairman is also evaluated on key aspects of his leadershipdecisiveness commitment to the Board roles and responsibilities etc.

Separate Meeting of the Independent Directors

A separate meeting of the Company's Independent Directors was also held on March 292019. The meeting was held to: i. Review the performance of non-independent directors andthe Board as a whole; ii. Review the performance of the Chairperson of the Company takinginto account the views of Executive Directors and Non-Executive Directors; iii. Assess thequality quantity and timeliness of flow of information between the Company Management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors hereby confirm that: a) In the preparation of the annual accounts theapplicable accounting standards have been followed and there are no material departures;b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; c) they have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) they have prepared the annual accounts on a going concern basis;e) they have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and f) theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

Presently the Equity Shares of the Company are listed on the BSE Limited (BSE) and theNational Stock Exchange of India Limited. The Company confirms that it has paid AnnualListing Fees to both the stock exchanges for the year 2018-19 during the year and 2019-20as on date of this report.

AUDITORS & AUDITORS' REPORT Statutory Auditors & Internal Auditors

M/s. Anandam & Co. Chartered Accountants (Firm Registration Number: 000125S) wereappointed as Statutory Auditors of the Company from the conclusion of 17thAnnual General Meeting till the conclusion of 22nd AGM of the Company subjectto ratification of their appointment by the members at every Annual General Meeting.

The Companies Amendment Act 2017 w.e.f May 07 2018 has omitted the first proviso toSection 139 of the Companies Act 2013 that provided for the ratification of appointmentof the Statutory Auditors by the Members at every Annual General Meeting. Hence theappointment of Statutory Auditors shall continue to be valid until the conclusion of 22ndAnnual General Meeting of the Company and accordingly no such item has been placedfor approval of the members at this Annual General Meeting.

The Company has received audit report for both standalone and consolidated auditedfinancial statements of the Company for the financial year ended March 31 2019 from thestatutory auditors M/s. Anandam & Co. Chartered Accountants and forms part of thisAnnual Report. There are no qualifications reservation adverse remarks or disclaimermade by the Statutory Auditors in their Report.

Further your Directors have appointed M/s. Narven & Associates CharteredAccountants Hyderabad as Internal Auditors of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and remuneration of Managerial personnel) Rules 2014. M/s. B.Krishnaveni a Company Secretary in Practice was appointed to undertake the SecretarialAudit of the Company for the financial year 2018-19. The Secretarial Audit Report forfinancial year 2018-19 forms part of the Annual Report as Annexure 2 to the Board'sReport.

There are no qualifications reservation adverse remarks or disclaimer made by theSecretarial Auditor in her Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirm that the Company during the financial year ended March31 2019 has complied with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as required under Section 134(3)(a) of the CompaniesAct 2013 is appended as Annexure 3 to this Report and is also available on thewebsite of the Company at https://www.ctepl.com/investors/.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedis annexed as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure 4 formingpart of the Report.

Remuneration / fees to Director from wholly owned subsidiary

During FY 2018-19 provision was made towards remuneration of Mr. Aashish KalraChairman & CEO of the Company by Cambridge Technology Inc. USA a wholly ownedsubsidiary company ("CT Inc") for an amount of USD 185000 (INR 12969375/-).However CT Inc. made no payment to him.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans guarantees and investments if any made by the Company pursuantto Section 186 of the Companies Act 2013 read with the rules made thereunder are given inthe notes to the financial statements of the Company provided elsewhere in this AnnualReport.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 read with the Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2016 during the financialyear ended 31st March 2019 there is no outstanding amount to be transferred toInvestor Education and Protection Fund.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: The operations of the Company are not energy intensive.However adequate measures have been taken to conserve energy wherever possible by usingenergy efficient computers turning of air-conditioners during weekends and non-peakhours installing LED lights etc. The financial impact of these measures is not material.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION: Your Company has neitherincurred expenditure on any research and development nor was any specific technologyobtained from any external sources which needs to be absorbed or adapted. Henceparticulars relating to technology absorption are not applicable.

The Company continue to adapt technologies that increase efficiency and improve thequality of its operations. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: The foreignexchange earned in terms of actual inflows during the year and the foreign exchange outgoduring the year in terms of actual outflows:

(In INR)
Particulars Current year Previous year
31.03.2019 31.03.2018
Foreign exchange earnings 290287530.89 322716273
Foreign exchange outgo: Nil Nil
Travel related Expenses 1962592 1349375

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

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 the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective with reference to the financialstatements during the financial year 2018-19.

The Company has in place adequate internal financial controls commensurate with thesize and needs of the business. These controls ensures the orderly and efficient conductof its Business including adherence to the Company's policies identification of areas ofimprovement safeguarding of its assets from unauthorized use the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand timely preparation of reliable financial statements and / or disclosures. Companypolicies guidelines and procedures provide for adequate checks and balances and aremeant to ensure that all transactions are authorized recorded and reported correctly.Also please refer details of internal financial controls/Internal control systems thatare provided in the Management Discussion and Analysis Report and Independent AuditorsReport on financial statements which forms part of this annual report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act 2013 and Regulation22 & 34 (3) of SEBI (LODR) Regulations 2015 is provided in the Corporate GovernanceReport.

The Whistleblower policy is available on the website of the Company. Weblink:http://www.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. The Company has framed a policy on Prevention of Sexual Harassment inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has also set up an Internal ComplaintsCommittee (ICC) for providing a redressal mechanism pertaining to sexual harassmentagainst women employees at workplace. The Company has complied with provisions relating tothe constitution of Internal Complaints Committee under the Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2018-19 the Company has not received any complaintspertaining to Sexual Harassment.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future MaterialRisks of the Company are identified assessed/quantified and effective steps are taken tomitigate/ reduce the effects of the risks to ensure proper growth of the business. YourCompany has a well-defined risk management framework in place and a robust organizationalstructure for managing and reporting risks. For details related to risks and riskmanagement shareholders are requested to refer to "Threats risks & concernssection" and "Internal control systems and their adequacy section" ofManagement Discussion and Analysis Report and Note 34 (for financial risk management) ofthe Standalone Financial Statements which forms part of this annual report.

EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended 31 March 2019 asper Section 62(1)(b) of the Companies Act 2013 read with Rule 12(9) of the Companies(Share Capital and Debentures) Rules 2014 are given as Annexure 5 to this report.

There is no material change in the employee stock option scheme(s) during the year andthe scheme(s) are in compliance with the regulations. Further the disclosures pursuant tothe provisions of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 and as per Section 62(1)(b) of the Companies Act 2013 read with Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014 for the financial yearended 31 March 2019 are available on website of the Company. Web-link:http://www.ctepl.com/investors/ The Certificate from the Auditors of the Company underregulation 13 of SEBI (Share Based Employee Benefits) Regulations 2014 stating that thescheme(s) has been implemented in accordance with SEBI (Share Based Employee Benefits)Regulations 2014 as amended from time to time and in accordance with the resolution ofthe company in the general meeting will be available for inspection by the members at theensuing AGM.

CEO/CFO CERTIFICATION

Mr. Aashish Kalra Chairman & Chief Executive Officer and Mr. ChirravuriSubrahmanya Leeladhar Chief Financial Officer of the Company have provided ComplianceCertificate (annexed as Annexure 6 to this report) to the Board in accordance withRegulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations 2015 forthe financial year ended 31 March 2019.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on materiality of related party transactions and on dealing with relatedparty transactions is available on the website of the Company.

Web link: http://www.ctepl.com/pdfs/investors/Related_party_transactions_policy.pdf

All transactions entered into with Related Parties as defined under the applicableprovisions of Companies Act 2013 and Regulation 23 of the SEBI (LODR) Regulations 2015during the year were in the ordinary course of business and on an arms' length basis andwere not covered under the scope of Section 188(1) of the Companies Act 2013. HoweverInformation on transactions with related parties pursuant to section 134(3)(h) of the Actread with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2 and isenclosed as Annexure 7 to this Report. Appropriate approvals are obtained fromBoard and / or Audit Committee from time to time. The audit committee also reviews thetransactions from time to time.

During the year the Company had not entered into any contract / arrangement /transactions with Related Parties (except with its wholly owned subsidiary(ies)) whichcould be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations2015. In accordance with Ind AS disclosures on related party transactions have been madein the notes to the financial statements which forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governancefor the financial year ended March 31 2019 along with the certificate from practicingcompany secretary on compliance with the provisions of corporate governance under SEBI(LODR) Regulations 2015 is annexed and forms part of this Report.

Your Company is committed to maintain the prescribed standards of Corporate Governanceand has taken adequate steps to adhere to all the stipulations laid down in SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

Mrs. B. Krishnaveni a Company Secretary in Practice Secretarial Auditor of thecompany has certified that the conditions of Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 have been complied byyour Company and her certificate is annexed as Annexure 8 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has constituted a Corporate Social ResponsibilityCommittee comprising of following Directors:

1. Mr. Dharani Raghurama Swaroop Whole – time Director – Chairman of theCommittee

2. Mr. Venkat Motaparthy Independent Director – Member of the Committee

3. Mrs. K Jayalakshmi Kumari - Member of the Committee

The CSR Policy of the Company as recommended by CSR Committee and approved by the Boardof Directors of the Company is available on website of the company i.e.https://www.ctepl.com/investors/. The objective of framing the CSR Policy of the Companyis to ensure that the Company operate its business in an economically socially &environmentally sustainable manner by enhancing the quality of life & economicwellbeing of the society in fulfillment of its role as a Socially Responsible Corporate.

The Report on Corporate Social Responsibility containing particulars as per theprovisions of Section 135 read with the Companies (Corporate Social Responsibility) Rules2014 is enclosed as Annexure ‘9' forming part of this Report.

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. The Company has neither accepted nor renewed any deposits from the public or otherwisein terms of Section 73 of the Companies Act 2013 read with the rules made thereunder andas such no amount on account of principal or interest thereon on deposits from public wasoutstanding as on the date of Balance Sheet. b. There is no issue equity shares withdifferential rights as to dividend voting or otherwise. c. There were no significant ormaterial orders passed by the Regulators Courts or Tribunals which impact the goingconcern status and Company's operations in future. d. There were no material changes andcommitments affecting financial position of the company between 31st March2019 and the date of this Board's Report. e. The Auditors have not reported any matterunder Section 143(12) of the Companies Act 2013 and therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Act. f. Maintenance of cost records as specifiedby the Central Government under sub-section (1) of section 148 of the Companies Act 2013is not required by the Company and accordingly such accounts and records are neither madenor maintained. g. Pursuant to the SEBI (Share Based Employee Benefits) Regulations 2014and the Company's Employee Stock

Option Scheme 2011 & Employee Stock Option Scheme 2015 the Company during theyear 2015 – 16 has granted employee stock options through a trust set up for thesame. The shares purchased by the trust for the said schemes are held by the trustee(s)for the benefit of the employees and are transferred to employee(s) when the employee(s)exercise the vested option. Also the said trust is a non – promoter and non –public shareholder and it is herewith not exercising its voting rights. Hence pursuant toSection 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules2014 the disclosures in respect of voting rights not exercised directly by the employeesin respect of shares to which the scheme relates to be made in the Board's report is notapplicable.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors look to the future with confidence. Your Directors wish to express theirappreciation for the valuable support and co-operation received from customers vendorsinvestors lenders business associates and bankers for their continued support during theyear. The Directors also thank the State Governments Government of India Governments ofvarious countries other Government Departments particularly Ministry of Communication andInformation Technology the Ministry of Commerce the Ministry of Finance the Ministry ofCorporate Affairs the Income Tax Department Reserve Bank of India and other governmentagencies for their support and looks forward to their continued support. Your Directorsare especially indebted to employees of the Company and its subsidiaries at all levelswho through their dedication co-operation support and dynamic work have enabled thecompany to achieve rapid growth. The Board also wishes to place on record theirappreciation of business constituents like SEBI BSE NSE NSDL CDSL etc. for theircontinued support for the growth of the Company. Your Directors seek and look forward tothe same support during the future years of growth.

For and on behalf of the Board of Directors
Sd/- Sd/-
Hyderabad Dharani Raghurama Swaroop K Jayalakshmi Kumari
August 12 2019 Whole – time Director Independent Director
DIN: 00453250 DIN: 03423518