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Cerebra Integrated Technologies Ltd.

BSE: 532413 Sector: Consumer
NSE: CEREBRAINT ISIN Code: INE345B01019
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OPEN 26.05
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VOLUME 692000
52-Week high 73.00
52-Week low 22.55
P/E 14.30
Mkt Cap.(Rs cr) 308
Buy Price 25.10
Buy Qty 5.00
Sell Price 26.95
Sell Qty 113.00
OPEN 26.05
CLOSE 26.25
VOLUME 692000
52-Week high 73.00
52-Week low 22.55
P/E 14.30
Mkt Cap.(Rs cr) 308
Buy Price 25.10
Buy Qty 5.00
Sell Price 26.95
Sell Qty 113.00

Cerebra Integrated Technologies Ltd. (CEREBRAINT) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Financial Statements for the 24th financial year ended 31stMarch 2018.

CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs)
Particulars 2017-18 2016-17
Gross Income 31613.58 25232.62
Profit Before Interest and Depreciation 4391.51 1474.31
Finance Charges 171.08 146.53
Gross Profit 4220.43 1327.78
Provision for Depreciation 30.49 17.01
Profit before exceptional and extraordinary items and tax 4189.94 1310.77
Exceptional Items 0 0
Provision for Tax 732.70 96.02
Net Profit After Tax 3457.24 1214.76
Other Comprehensive Income 3.08 -27.19
Total Comprahensive Income 3460.32 1187.55
Total Comprehensive Income Attributable to
a) Owners 3242.33 1100.63
b) Non-Controlling Interest 217.99 86.93
Earnings per Equity Share of Rs 10/- each
Basic 2.75 1.12
Diluted 2.73 1.12

1. PERFORMANCE OF THE COMPANY:

Your Company works closely with leading MNC technology vendors such as Dell EMC HPIHPE Fujitsu Intel Hitachi Fortinet Checkpoint Extreme Networks Lenovo Acer CanonTVSE Brother Samsung Xerox Radware VMware RHEL Microsoft etc to name a few. Cerebracan design supply implement and maintain IT infrastructure for SMEs as well as largeenterprises successfully. Cerebra can successfully help customers with their ITrequirements with its technical competencies and strategic tie-ups as well as sourcingabilities. Cerebra has also built a very strong team to successfully execute large sizemulti location delivery installation and deployment of IT infrastructure products as wellas services. Your Company is now a Platinum Partner for Dell EMC.

Your Company's continued focus on research labs airports defence PSUs PSBs etc hasbeen enviably significant and on the Company successfully has been executing orders fromPSU ISRO defence labs various departments under the Government of Karnataka policejudiciary NIMHANS private education institutions to name a few.

In addition your Company has been acquiring new customers in the SMB retailmanufacturing and healthcare segments. Your Company also has been considered as apreferred vendor by many of these organizations. Cerebra has also strengthened itsrelationships with leading MNC OEM Brands and established itself as a key playerespecially in Govt education healthcare defence space and research lab segments whilewe stay focused on making a mark in other state and central governmentdepartments/bodies/PSUs and private enterprise companies.

Cerebra has recently completed execution of a few prestigious projects related tomodernisation and augmentation of IT infrastructure in police courts revenue andtreasury departments across the state.

With incremental focus and engagement in network security backup and security &surveillance opportunities the Company is looking to further strengthen the offerings.

ELECTRONIC MANUFACTURING SERVICES:

Performance of the division is very good and has added new customers this year also andretained existing clients who have consistently increased the current orders. Thisdivision is currently rated as one of the Top Vendors. Domestic market has increased andthe division has confirmed orders. Your Company is already looking to expand by adding oneor two SMT lines in the upcoming financial year which will automatically increaseproduction.

E-WASTE RECYCLING BUSINESS:

The plant is fully functional and is processing E-waste. A new line of business EPR orExtended Producer Responsibility - Organisation has been added to the current portfoliowherein Cerebra will be the Producer Responsibility Organization for large and mediummanufacturers of IT Products White Goods such as TV Fridge Washing Machines and otherelectrical and electronic products. Cerebra has applied for a i.e. producers license withthe Central Pollution Control Board (CPCB) and is awaiting its authorisation. Cerebra isgearing up its marketing efforts and building a large infrastructure for collection ofWEEE and white goods by appointing both channel and dealer network and also collectsdirect through its representatives. It is in talks with large logistics and reverselogistics providers for collection PAN India and transportation of goods to its state ofthe art facility at Narasapura Kolar District.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Cerebra Middle East FZO Dubai

Cerebra Middle East has seen an encouraging growth in FY 17-18 both in terms of a 29%increase in revenue as well as an expansion of its channel partner base in the MiddleEast. CME closed the financial year with a revenue of USD 20.8 Millions as against USD16.3 Millions last year with a Net Profit Ratio of 14.1 %. Being focused on profitabilityand market expansion the last year there was an increase in channel partner to about 150partners though UAE Kuwait Qatar Saudi Arabia Oman Egypt Central & EasternAfrica. CME also increased its vendor portfolio by onboarding market leaders likeRassilient and Promise into its Surveillance Security product portfolio along with Actifioin its ICT portfolio. The Security Solutions division launched 3 years ago is now rollingout best in class solutions in the Surveillance Security domain through the region. CME'sservices initiative C:\Serve performed beyond expectations. CME now has a vast experiencein providing top class contingent workforce management services and exceeding clientexpectations through highly effective processes for recruiting screening testing andconsultant management. Many clients of your Company regularly seekadvice for makingchanges to their internal IT Staffing and Vendor Management Programs. Over the years yourCompany formulated strategies processes and in-house IT systems - enabling our sourcingengine to mature into one of the strongest in the line of business. CME has also appointeda professional to take expand Cerebra's Electronic Waste & Recycling business intoMiddle East and Africa.

In the financial year 2017-18 CME not only increased its footprint in the MiddleEastern markets but also put forward its first step into developing markets like Africa.During the previous year there were some prestigious orders from Enterprise customerslike Qatar Petroleum Meraas Holding Abu Dhabi Commercial Bank National Bank of AbuDhabi Abu Dhabi Police Dubai Mall Burj Khalifa Abu Dhabi Commercial Bank SharjahIslamic Bank etc. through CME's established Enterprise channel. CME's focus area for thefinancial year 2018-19 would be channel growth channel enablement loyalty programs and asubstantial increase in its vendor and solutions portfolio. There will be a special focuson the Surveillance Security and Services business. There would be increase in CME'sindustry specific portfolio coverage with storage infrastructure and security solutionsfor the Oil and Gas Banking Healthcare Telco Media Education Retail &Hospitality verticals. E-Waste & Recycling Management Division will also be expandedfor the Middle East & Africa markets in the upcoming years.

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred affecting the financialposition of the Company between 31st March 2018 and the date on which this report hasbeen signed.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company continues to focus on the strength of ESD EMS and E-Waste and in additionthe Company will be focusing on the High End Servers Large Data Storage etc.

4. DIVIDEND:

With the view to conserve the resources of the Company the Directors are notrecommending any dividend.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Board of the Company has proposed not to transfer any funds to its reserves.

6. CHANGES IN SHARE CAPITAL:

Authorized Share Capital

There were changes in the Authorised Share Capital of the Company during the financialyear 2017-18 as follows:

The Authorised Share Capital of the Company has been increased from Rs. 1102000000(Rupees Hundred and Ten Crores Twenty Lakhs only) divided into 110200000 (Eleven CroresTwo Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 1260000000 (RupeesOne Hundred and Twenty Six Crores only) divided into 126000000 (Twelve Crores SixtyLakhs) Equity Shares of Rs. 10/- (Rupee Ten only) each by additionally creating15800000 (One Crores Fifty Eight Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only)each in the Extra Ordinary General Meeting of the Company held on 28th April 2017.

Paidup Share Capital

During the financial year 2017-18 the Paid up Share Capital of the Company has beenincreased from Rs. 1084966320/- (Rupees One Hundred and Eight Crores Fortynine LakhsSixty Six Thousand Three Hundred and Twenty only) divided into 108486482 (Ten CroresEighty Four Lakhs EithtySix Thousnad Four Hundred and Eighty Two) Equity Shares of Rs.10/- (Rupees Ten only) to Rs. 1203966320 (Rupees Hundred and Twenty Crores Thirty nineLakhs Sixty six Thousand Three Hundred and Twenty only) divided into 120406782 (TwelveCrores Four Lakhs Six Thousnad Seven Hundred and Eighty Two) Equity Shares of Rs. 10/-(Rupees Ten only) pursuant to allotment of 11900000 Equity Shares of Rs 10/- each at apremium of Rs. 30/- (Rupees Thirty only) each on preferential basis to Strategic InvestorKuber Global Fund a company incorporated in the Republic of Mauritius on 22nd June 2017.

Allotment of Warrants:

Pursuant to the Special Resolution passed by the Shareholders at the Extra OrdinaryGeneral Meeting of the Company held on 28th April 2017 the Company has allotted5300000 Warrants convertible into Equity Shares at nominal value of Rs. 10/- (Rupees Tenonly) each at a premium of Rs. 30/- (Rupees Thirty only) per Share to certain Promoters oncertain terms and conditions agreed upon.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review the Company has not issued any Shares withDifferential Voting Rights.

Disclosure regarding issue of Employee Stock Options:

During the financial year under review the Company has not issued any Employee StockOptions.

Disclosure regarding issue of Sweat Equity Shares:

During the financial year under review the Company has not issued Sweat Equity Shares.

7. CAPITAL INVESTMENTS

Capital Investments during the financial year 2017-18 was at Rs. 2384.69 Lakhs (Net ofcapital work-in-progress and capital advances) (2016-17) is Rs. 2400.37 Lakhs).

BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not morethan 120 days between two consecutive Meetings. During the financial year under review Six(6) Meetings were held on 29th May 2017 22nd June 2017 14th September 2018 1st November2017 30th November 2017 and 12th February 2018.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.

The details of other Committee Meetings held during the financial year 2017-18 aregiven in the Corporate Governance Report.

8. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Shridhar S. Hegde (holding DIN: 01247342) Whole Time Director retiresby rotation at the forthcoming Annual General Meeting and being eligible offer himself forre-appointment.

Mr. Riyaz Suterwalla (DIN: 07866056) was appointed as Additional Director (NonExecutive and Non Independent) of the Company with effect from 14th September 2017 andhis appointment will be subject to approval of the Shareholders and the same has beenincluded as one of the agenda items in the Notice convening the Annual General Meeting.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

10. COMPOSITION OF AUDIT COMMITTEE:

As on 31st March 2018 the Audit Committee of the Company consisted of three (3)Non-Executive Independent Directors and all of them have financial and accountingknowledge.

The Board has accepted the recommendations of the Audit Committee during the financialyear under review. The Audit Committee consists of the following:

a) Mr. S. Gopalakrishnan - Chairman
b) Mr. T S Suresh Kumar - Member
c) Mr. P. E. Krishnan - Member

11. NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. The same has been disclosed on the website of theCompany aturl http://www.cerebracomputers.com/governance.htm. The Composition criteriafor selection of Directors and the terms of reference of the Nomination and RemunerationCommittee is stated in the Corporate Governance Report.

The Nomination and Remuneration Committee consists of the following:

a) Mr. S. Gopalakrishnan - Chairman
b) Mr. T. S. Suresh Kumar - Member
c) Mr. P. E. Krishnan - Member

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions ofSections 177(9) and (10) of the Companies Act 2013 and as per Regulation 4(2)(d)(iv) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which isavailable on website of the Company at urlhttp://www.cerebracomputers.com/governance.htmand there were no cases reported during the last period.

13. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /

REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No commission has been received by MD/WTD from a Company and/or receipt ofcommission/remuneration from its Subsidiary Companies to be provided during the financialyear under review.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to the provisions of Section 92(3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extractof Annual Return in Form MGT 9 as a part of this Annual Report is attached as Annexure I.

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES /

ASSOCIATES / JV:

The Company has following Subsidiaries: a) Cerebra LPO India Limited India b) CerebraMiddle East FZCO Dubai

Financial performance of the Subsidiary Companies referred to in Section 129 of theCompanies Act 2013 in Form AOC-1 is annexed to this Report as Annexure-II.

The Policy for determining material Subsidiaries as approved by the Board is uploadedon the Company's website aturlhttp://www.cerebracomputers.com/governance.htm.

16. STATUTORY AUDITORS:

The Auditors Messrs Ishwar & Gopal Chartered Accountants Bangalore registeredwith Institute of Chartered Accountants of India (ICAI) under the firm registration number001154S were appointed for period of 5 (five) years from the conclusion of the 21stAnnual General Meeting till the conclusion of 26th Annual General Meeting of the Company.

Auditors Comment regarding emphasis matter of Auditors Report dated 30th May 2018:

Emphasis of Matter

Without qualifying our report we draw attention to the following matters in notes tothe standalone Ind AS financial statements:-

Note 36.1 and 36.2 of the stand alone financial statements relating to capital advancesamounting to Rs. 3223.55 Lakhs and Note No 36.3 of the stand alone financial statementsrelating to trade receivables amounting to Rs. 2394.28 Lakhs which are outstanding forsubstantial period raising question over the recoverability of these dues.

Board's Response:

Regarding the Advance towards purchase of fixed assets and trade receivables themanagement is hopeful of recovering the amount and hence no provision has been made.

17. SECRETARIAL AUDITOR:

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 Mr. Parameshwar G Bhat Bangalore a Company Secretary in Practice to under takethe Secretarial Audit of the Company. The Report of the Secretarial Auditor in the FormMR-3 is annexed to this Report as Annexure III.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by Secretarial Auditor Explanations by the Board
a The RBI had not issued the approval letter for the FCGPRs filed by the Company. However the Company had confirmed that there were some queries from RBI and the same were suitably addressed by the Company and this is being followed up with RBI. The Company is continuously following with the RBI to obtain the approval letter for the FCGPRs filed by the Company. Further Suitable reply has been submitted to RBI whenever there were queries.
b There were some instances of non compliances of the provisions of Section 185 of the Companies Act 2013 with regard to providing loan/advance facility to its Subsidiary. The Company will ensure to comply with the same in future.
c The ECB returns with regard to the FCCBs availed by the Company seem to have been filed with errors. The Company will ensure to take corrective measures to rectify the error.
d Certain returns under above mentioned general laws were not filed by the Company in time. The Company will ensure to file the returns in time.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A) Conservation of energy:
Steps taken / impact on conservation of energy The Company's operations are not power intensive. Nevertheless your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.
(i) Steps taken by the company for utilizing alternate sources of energy including waste generated Nil
(ii) Capital investment on energy conservation equipment Not Applicable
Total energy consumption and energy consumption per unit of production as per Form A Not Applicable
B) Technology absorption:
Efforts in brief made towards technology absorption adaptation and innovation Nil
Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished: Nil
Technology imported Not Applicable
Year of Import Not Applicable
Has technology been fully absorbed Not Applicable
If not fully absorbed areas where this has not taken place reasons therefore and future plan of action Not Applicable
C) Research and Development (R&D)
Specific areas in which R & D carried out by the company The Company has not carried out any research and development work during the course of the year.
Benefits derived as a result of the above R & D Not Applicable
Future plan of action Not Applicable
Expenditure on R & D
a) Capital Nil
b) Recurring Nil
c) Total Nil
(d) Total R & D expenditure as a percentage of total turnover Not Applicable
D) Foreign exchange earnings and Outgo
Activities relating to exports Not Applicable
Initiatives taken to increase exports Not Applicable
Development of new export markets for products and services Not Applicable
Export plans Not Applicable
Total Exchange used (Cash basis) As on 31st March 2018: Rs.12005196.00
Total Foreign Exchange Earned (Accrual Basis) As on 31st March 2018: Rs. 22958473.00

19. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 123 employees as on 31st March 2018. Pursuant to the provisions ofSection 197(12) of the Companies Act 2013 and Rule 5 (1) (2) (3) of the Companies(Appointment and Remuneration) Rules 2014 details/disclosures of Ratio of Remunerationto each Director to the median employee's remuneration is annexed to this report asAnnexure-IV.

There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than Rupees One Crore Two Lakhs Rupees per financialyear or Rupees Eight Lakhs Fifty Thousand per month as the case may be. Therefore astatement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be circulated to themembers and is not attached to the Annual Report.

20. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined underthe provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014and accordingly there were no deposits which were due for repayment on or before 31stMarch 2018.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No order was passed by any court or regulator or tribunal during the period underreview which impacts going concern status of the Company. However during the year underreview the Company has obtained necessary consent from the Karnataka State PollutionControl Board to start production for its E-Waste plant in Bangalore on 22nd May 2017.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company continued to maintain high standards of internal control designed toprovide adequate assurance on the efficiency of operations and security of its assets. Theadequacy and effectiveness of the internal control across various activities as well ascompliance with laid-down systems and policies are comprehensively and frequentlymonitored by your Company's management at all levels of the organization. The AuditCommittee which meets at-least four times a year actively reviews internal controlsystems as well as financial disclosures with adequate participation inputs from theStatutory Internal and Corporate Secretarial Auditors.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given any loan Guarantees or madeInvestments within the meaning of Section 186 of the Companies Act 2013.

24. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy as it is not applicable tothe Company. The Company has in place a mechanism to inform the Board about riskassessment and minimization procedures and undertakes periodical review to ensure thatexecutive management controls risk by means of a properly designed framework.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since the Company does not meet the criteria for the applicability of Section 135 ofthe Companies Act read with the Companies (Accounts) Rules 2015 this clause is notapplicable.

However the net profit of the Company during the financial year 2017-18 is more thanRs. 5 Crores CSR becomes applicable to the Company for the financial year 2018-19. TheCompany has taken necessary steps to constitute CSR Committee and formulate CSR Policy asper the provisions of the Companies Act 2013.

26. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.

27. RELATED PARTY TRANSACTIONS:

There were Related Party Transactions during the financial year.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed format of Form AOC 2 has beenenclosed with the report as ANNEXURE V.

28. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance and theDirectors individually. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

29. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year2018-19 to National Stock Exchange of India Limited (NSE) and BSE Limited where theCompany's Shares are listed.

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

A separate Report on Corporate Governance in terms of Regulation 34 of SEBI (listingObligations and Disclosure Requirements) Regulations 2015 along with a Certificate from aPractising Company Secretary regarding compliance to the Conditions stipulated underChapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached to this report as Annexure VI.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is annexed herewith as Annexure VII.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION

AND REDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. Policy on Prevention ofSexual Harassment at Workplace has been released by the Company. The Policy aims atprevention of harassment of employees and lays down the guidelines for identificationreporting and prevention of undesired behaviour. Three member Internal ComplaintsCommittee (ICC) was set up from the senior management with women employees constitutingmajority. The ICC is responsible for redressal of complaints related to sexual harassmentand follows the guidelines provided in the Policy.

No complaints pertaining to sexual harassment was reported during the year.

33. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

34. ACKNOWLEDGEMENTS:

The Directors wishes to place on record their appreciation for the sincere anddedicated efforts of all employees. Your Directors would also like to thank theShareholders Bankers and other Business associates for their sustained support patronageand cooperation.

For and on behalf of Cerebra Integrated Technologies Limited
V Ranganathan Shridhar S Hegde
Managing Director Whole Time Director
DIN: 01247305 DIN: 01247342
Address: Brindavan 90 Address:156-A 36th Cross
3rd Cross Sri Venkateshwara Krupa 2nd Block Rajajinagar
Layout West of Chord Road Bangalore-560 010
Bangalore-560 079

Place : Bangalore

Date : 13th August 2018