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Cerebra Integrated Technologies Ltd.

BSE: 532413 Sector: Consumer
NSE: CEREBRAINT ISIN Code: INE345B01019
BSE 00:00 | 12 Aug 49.95 -2.55
(-4.86%)
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NSE 05:30 | 01 Jan Cerebra Integrated Technologies Ltd
OPEN 53.15
PREVIOUS CLOSE 52.50
VOLUME 29430
52-Week high 99.00
52-Week low 42.50
P/E 22.10
Mkt Cap.(Rs cr) 605
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.15
CLOSE 52.50
VOLUME 29430
52-Week high 99.00
52-Week low 42.50
P/E 22.10
Mkt Cap.(Rs cr) 605
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cerebra Integrated Technologies Ltd. (CEREBRAINT) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the 27thAnnual Report of theCompany together with the Audited Financial Statements for the 27thFinancial Year ended31st March 2021.

CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs)

Particulars 2020-21 2019-20
Gross Income 7008.29 18467.70
Profit Before Interest and Depreciation 877.25 3565.94
Finance Charges 442.59 309.03
Gross Profit 434.66 3256.91
Provision for Depreciation 43.03 33.97
Profit before exceptional and extraordinary items and tax 391.63 3222.94
Exceptional Items - 1785.07
Provision for Tax 268.34 217.94
Net Profit After Tax 123.29 1219.94
Other Comprehensive Income 0.02 -1.06
Total Comprehensive Income 123.31 1218.88
Total Comprehensive Income Attributable to
a) Owners 169.30 1144.24
b) Non-Controlling Interest -46.01 75.70
Earnings per Equity Share of Rs. 10/- each
Basic 0.10 0.94
Diluted 0.10 0.94
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0

1. PERFORMANCE OF THE COMPANY:

The performance of the Company during the year under report was adversely impacted dueto lockdown which arose out of Covid-19 during the year under report. More details arecovered elsewhere in the report.

E-Waste Recycling Business:

Your Company has garnered a lot of top-notch clients for its new DaaS initiativeacquired quite a few clients for ITAD and also partnerships. The Company has also acquireda few OEM bulk consumer customers. The Company has been successful in forayingpartnerships with FAIITA and an ERP conglomerate.

The Company has successfully completed its EPR commitment of more than 7000000 KGs bycollection of Waste Electrical and Electronic Equipment's (WEEE) i.e. TVs RefrigeratorsWashing Machines and Air Conditioners for its EPR clients through its collection centresand network of employees channel partners and aggregators in this current fiscal.

The main focus of your Company is in this division and this continues to be themainstay amongst the Company's Lines of Business. Your Company today has large MNCs asclients and also large companies in the IT Industry signing agreements on a long termbasis as a PRO (Producer Responsibility Organisation) business. Your Company has beenmoving forward to double its capacity from the current capacity of 20000 MT as it haslarge number of Companies who have signed up on long term projects for fulfilling theirEPR [Extended Producer Responsibility] targets. Your Company has been collecting LaptopsDesktops Networking Equipment and Waste Electrical & Electronic Equipment's likeRefrigerators Air Conditioners and Washing Machines and recycling them at its plant inKIADB Narasapura Industrial Area Kolar District near Bengaluru.

The plant is fully functional and is recycling e-Waste and also producing refurbishedproducts such as Desktops Laptops and Servers including its peripherals/accessories suchas Mouse Printers etc. Your Company has collected WEEE (Waste Electrical & ElectronicEquipment's) under ITEW category through its Corporate collection channel.

Your Company has currently 33 CECs (Cerebra Experience Centres) wherein a customercould walk-in and pickup refurbished products which are completely refurbished at theirstate-of-the art facility. It has tied up with leasing companies for providing long termleasing contracts.

Your Company is now certified for ISO 27001:2013 R2 Certification -ResponsibleRecycling:2013 ISO 9001 ISO 45001 & ISO 14001 will make this as the only listedCompany in Asia to have all the five certifications for E-Waste Recycling &Refurbishment. The certification further underlines the importance to Quality andEnvironmental policies that your Company has always considered important and has made itan inherent part of all its processes and policies. Your Company has already won customersand contracts for its E-Waste Recycling division and this certification will furtherenable the Company to be registered as preferred vendors with major Indian and MNCs.

Enterprise Solutions Division

Your Company continues to implement various IT based projects for the Governmentagencies departments & institutions as in the past many years. Your Company studiesthe customers IT requirements identifies pain points and accordingly designs and planstheir IT Hardware and Software infrastructure which includes security networkingservers storage endpoints operating systems application software and ensuressuccessful implementation for optimal performance.

Police Department - Successfully executed supply installation andcommissioning of 1069 units of Lenovo laptops to 508 Police Stations across the State ofKarnataka during the middle of the pandemic. Datacenter augmentation at KSRP Datacenterwas executed successfully. This included supply of high end rack servers blade servers100TB SAN storage and switches installation and configuration of hardware and softwareimplementation and data migration documentation and training. These projects were forstrengthening the department's capability to handle various issues in real time during thepandemic.

State Treasury Department - Successfully completed the supply setup andinstallation of various equipment including Desktop computers A3 Copiers SwitchesPrinters Software required for commissioning of 27 new offices in Karnataka. These areadditional new offices commissioned to enable faster turnaround of relevant activities.

Department of Pre-University Board - Supply and installation of laptops withvarious software to 500 PU Colleges across Karnataka completed. This project is to enabletraining for lecturers in State PU colleges for improving their skills as well as forsupporting online teaching. This project provides training to multiple lecturers at eachcollege which in turn benefit students.

Bangalore International Airport Limited - Supply and Installation of P-Gates toall escalators within the Arrival/Departure areas completed to enhance safety topassengers and staff. Six gates were newly installed as required by the airportauthorities to improve passenger and crew safety during the pandemic as this restrictsapproach to one at time.

CEREBRA MIDDLE EAST FZCO:

The Middle East region has its focus turned to only the services sector and has beenreducing its hardware sales.

The pandemic has reduced the opportunities significantly in the U.A.E. and your Companyhas been serving its existing customers in the service industry.

CME is currently focussing only on services and not on products. The year saw someprestigious addendums from customers like Dubai Ports Authority. CME's focus area for theFinancial Year 2020-21 was in the service industry.

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred affecting the financialposition of the Company between 31stMarch 2021 and the date on which this report has beensigned.

3. CHANGE IN THE NATURE OF BUSINESS:

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

LOCKDOWN - COVID 19:

It is quite unfortunate and sad that Corona Virus has caused significant healthconcerns across the Globe and resulted in multiple deaths. Social distancing being theonly and the first compulsory remedy entire World was forced to observe Lockdown. YourCompany had complied with the directions of the Government of India the Government ofKarnataka and the relevant authorities and strictly adhered to the Lockdown in itsfacilities and at all Offices. Your Company had to shut down the operations completely andfrom 25th March 2020 and had resumed the operations from 4th May 2020 adhering to theGovernment's lockdown guidelines. The employees vendors customers outsourcing agenciesConsultants and other acquaintances had to suspend their operations almost fully.Considering the nature of operations of your Company "Work From Home" conceptcould not be made applicable at the operating facilities.

As a consequence of a fierce second wave of the global pandemic Covid-19 which startedin the end of February 2021 major industrial states of Maharashtra Karnataka TamilNadu Gujarat Delhi Chattisgarh Madhya Pradesh Uttar Pradesh etc. have been impactedseverely. These states constitute to more than 50% of the country's GDP The infectionshave increased more than 4 times on an everyday basis. The medical infrastructure has beenseverely challenged death rates are alarmingly high and they are going unabated. As ofnow the pandemic has assumed alarming proportions with severe pressure on healthinfrastructure. More and more States have announced partial or full lockdown severelyimpacting the business activities. Inflation both retail & wholesale continue toaccelerate with CPI index up 5.2% in March 2021 (from 5% in previous month) and WPIsurging to 7.4% (up from 4.2%) being highest in 8 years. Commodity prices have been at thepeak and show no signs of reduction.

Customers' operations in southern part of India which is a significant business regionof the Company have been frequently interrupted supplies from vendors have also beendisrupted. Employee travels have been stopped temporarily until further notice. Some ofthe employees and their families have been infected. The Company has been vigilant inemployee health & safety sanitization and extending medical support to infectedemployees.

The business losses economic ramifications which arose due to Lockdown are beingestimated.

4. DIVIDEND:

Whilst your Directors understand the sentiments of the Investors the financials in theyear that has passed do not enable the Board to recommend any dividend. The Board regretsits inability to recommend any Dividend.

However the Directors will strive hard to bring the Company back to dividend trackbefore long and the improving performance of the Company is hoped to continue tofacilitate consideration of dividend in the days to come.

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 are no changes in the Authorised Share Capital of the Company during thefinancial year 2020-21.

The Authorised Share Capital of the Company is Rs. 1280000000 (Rupees One Hundredand Twenty Eight Crores only) divided into 128000000 (Twelve Crores Eighty Lakhs)Equity Shares of Rs. 10/- (Rupee Ten only) .

Paid up Share Capital

There are no changes in the Paid-up Share Capital of the Company during the financialyear 2020-21.

The Paid-up Share Capital of the Company is Rs. 1211864820/- (Rupees One Hundredand Twenty One Crores EighteenLakhs Sixty Four Thousand EightHundred and Twenty only)divided into 121186482 (Twelve Crores Eleven Lakhs Eighty Six Thousand Four Hundred andEighty Two) Equity Shares of Rs. 10/- (Rupees Ten only).

Reduction of Share Capital:

Based on the Award passed by the Hon'ble Arbitral Tribunal in the matter of ArbitrationDispute under the Arbitration and Conciliation Act 1996 on 22nd March 2019 the Companyhas passed a Special Resolution for the Reduction of Share Capital of the Company by 92Lakhs Equity Shares allotted to Singapore Companies pursuant to the provisions of Section66 of the Companies Act 2013 read with the National Company Law Tribunal (Procedure forReduction of Share Capital) Rules 2016.

The Company has received the approvals of the Stock Exchanges/any other StatutoryAuthorities and confirmation by the Regional Director South-East Region Hyderabad.

The matter is currently pending for hearing with the Hon'ble National Company LawTribunal Bengaluru Bench.

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. However the Company has passed a Special Resolution at the Annual GeneralMeeting of the Company held on 28th September 2020 and has approved the "CerebraIntegrated Technologies Limited Employee Stock Option Scheme 2020" and also haveapproved the same in the Board Meeting of the Company held on 13th November 2020.

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 2020-21 was at Rs. 733.97 Lakhs (Net ofcapital work-in-progress and capital advances) and for Financial Year 2019-20 is Rs. 84.06Lakhs.

8. 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 reviewFive (5) Meetings were held on 12th May 2020 27th July 2020 14th September 2020 13thNovember 2020 and11th February 2021.

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 2020-21 areexhibited in the Corporate Governance Report.

Committees of the Board:

Currently the Board has four (4) Committees viz. The Audit Committee the Nominationand Remuneration Committee the Stakeholders' Relationship Committee and the CorporateSocial Responsibility Committee. A detailed note on the composition of the Board and itsCommittees and other related particulars are provided in the Report on CorporateGovernance forming part of this Annual Report.

9. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

In terms of the provisions of the Companies Act 2013 and Articles of Association ofthe CompanyMr. Ranganathan Venkatraman (holding DIN: 01247305) Managing Director retiresby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor re-appointment.

Mrs. Preethi Javali resigned from the office of Non Executive Director of the Companydue to personal reasons with effect from the closing hours of 28th May 2021.

Ms. Bhavna Philipose (holding DIN: 08741062) was appointed as an Additional Director(Non-Executive and Independent) of the Company with effect from 12th May 2020 and herappointment was approved by the Shareholders at the previous Annual General Meeting heldby the Company.

Mr. Parthasarathi Naik (holding DIN: 08707417) as an Additional Director of the Companywho is categorized as Non-Executive and Independent Director of the Company w.e.f. 27thJuly 2020 for the period of 3 (three) years and his appointment was approved by theShareholders at the previous Annual General Meeting held by the Company.

Based on the recommendation of the Nomination and Remuneration Committee the Board atits Meeting held on 13th November 2020 appointed Mr. Amul Mahendra Shah (holding DIN:08593808) as an Additional Director of the Company who is categorized as Non-ExecutiveDirector of the Company.

The details of Mr. Amul Mahendra Shah are furnished in the Explanatory Statement to theNotice of the Annual General Meeting pursuant to the provisions of Section 102 of theCompanies Act 2013. The Board recommends his appointment at the ensuing Annual GeneralMeeting of the Company.

Based on the recommendation of the Nomination and Remuneration Committee Mr. Kishan SRao was appointed as the Chief Financial Officer of the Company with effect from 4thJanuary 2021 by the Board at its Meeting held on 13th November 2020.

Mrs. NutanSoudagar resigned from the office of Company Secretary and Compliance Officerof the Company with effect from the closing hours of 18th August 2020.

Based on the recommendation of the Nomination and Remuneration Committee Mr. Adarsh MA was appointed as the Company Secretary and Compliance Officer of the Company with effectfrom 14th September 2020 in the Board Meeting held on 14thSeptember 2020 andsubsequently due to health issues he resigned from the Office with effect from theclosing hours of 24th December 2020.

Based on the recommendation of the Nomination and Remuneration Committee Ms. MaitriChatterjee was appointed as the Company Secretary and Compliance Officer of the Companywith effect from 11th February 2021 by the Board at its Meeting.

Your Board is pleased to report that all the Independent Directors i.e. Mr. PEKrishnan Mr. S Gopalakrishnan Mr. MVS Vasan Ms. Bhavna Philipose and Mr. ParthasarathiNaik have maintained highest standards of integrity in their dealings with the Company.They also possess the requisite expertise and experience (including Proficiency) necessaryfor acting as Independent Directors of the Company.

As required by the Companies (Appointment and Qualification of Directors) FifthAmendment Rules 2019 and the Companies (Creation and Maintenance of databank ofIndependent Directors) Rules 2019 Ms. Bhavna Philipose and Mr. Parthasarathi Naik haveregistered their names in the data bank of Independent Directors maintained by IndianInstitute of Corporate Affairs. Annual Declarations received from both of them for theyear 2020-21 contain affirmations regarding registrations in the data bank.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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

On October 22 2019 MCA had released the Companies (Accounts) Amendment Rules 2019the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019 andthe Companies (Creation and Maintenance of databank of Independent Directors) Rules 2019.These rules have come into force on December 1 2019 and your Company has complied withthese requirements.

SEBI (LODR) (Amendment) Regulations 2018 has changed the evaluation criteria ofIndependent Directors from April 12019. As per the amendment evaluation of IndependentDirectors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in the Listing Regulations andtheir independence from the Management.

Ms. Bhavna Philipose and Mr. Parthasarathi Naik were appointed as Independent Directorsof the Company with effect from 12th May 2021 and 27th July 2021 respectively. The Boardhas evaluated the Independent Directors and confirms that Ms. Bhavna Philipose and Mr.Parthasarathi Naik fulfilled the independence criteria as specified in the ListingRegulations and their Independence from the management of the Company.

Details on terms of appointment of Independent Directors and the familiarizationprogram have been displayed on website of the Company at http://www.cerebracomputers.com/pdf/Policies/Familiarisation_Program_ID.pdf

11. COMPOSITION OF AUDIT COMMITTEE:

As on 31st March 2021 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 composition of Audit Committee as on 31st March 2021 is as follows:

a. Mr. S. Gopalakrishnan - Chairman
b. Mr. P. E. Krishnan - Member
c. Mr. MVS Vasan - Member

12. 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 at https://www.cerebracomputers.com/pdf/Policies/Nominationa-and-Remuneration-Policy.pdf

The composition of Nomination and Remuneration Committee as on 31st March 2021 is asfollows:

a. Mr. S. Gopalakrishnan - Chairman
b. Mr. P. E. Krishnan - Member
c. Mr. MVS Vasan - Member

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions ofSections 177(9) and (10) of the Compani Act 2013 and as per Regulation 4(2)(d)(iv) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which availableon website of the Company https://www.cerebracomputers.com/pdf/Policies/Policy-Whistle-Blower-and-VigMechanism. pdf and there were no cases reported during the last period.

14. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSIONREMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

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

15. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and the Companies (Management andAdministration) Rules 2014 a copy the Annual Return is placed on the website of theCompany at http://www.cerebracomputers.com/.

16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES ASSOCIATES/ JV:

The Company has following two Subsidiaries:

a) Cerebra LPO India Limited India

b) Cerebra Middle East FZCO Dubai

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

Your Company did not have any Joint Venture or Associate Company as at the end of theFinancial Year 2020-21.

The Policy for determining material Subsidiaries as approved by the Board is uploadedon the Company's website of the Company at https://www.cerebracomputers.com/annual-Reports.php

17. STATUTORY AUDITORS:

Messrs YCRJ & Associates Chartered Accountants Bangalore (Firm Registration No.006927S) has been appointed as Statute Auditors of the Company for a period of 5 (five)years to hold office from the conclusion of AGM 2020 till the conclusion of the 31(thirty first) AGM to be held in the year 2025.

Messrs YCRJ & Associates Chartered Accountants have confirmed that they satisfythe independence criteria as per Companies Act 2013 and Code of ethics issued by theInstitute of Chartered Accountants of India.

QUALIFICATIONS IN THE AUDIT REPORT:

There were no adverse comments by the Statutory Auditor of the Company and hence noexplanations are provided.

18. 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 undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor in FormMR-3 is annexed to this Report as Annexure II.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by Secretarial Auditor Explanations by the Board
a. 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 during the Financial Year 202021 and the said loan is continuing during the year as well. The Company will ensure to comply with the same in future. Loans and Advances were given to the Subsidiary Companies for day to day operational purpose for the earlier financial years.
b. There was a delay of around 41 days in complying with the Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in the appointment of Independent Woman Director being one of the top 1000 Listed Entities. The Company have complied with the said Regulation on 12th May 2020 and also paid the fines levied by the respective Stock Exchanges.

19. 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 Nil

(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 2021: Rs. 51728745/-
Total Foreign Exchange Earned (Accrual Basis) As on 31st March 2021: Rs. 10247992/-

20. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 169 employees as on 31st March 2021. Pursuant to the provisions ofSection 197(12) of the Companies Act 2013 and read with Rules 5(1) (2) and (3) of theCompanies (Appointment and Remuneration) Rules 2014 details/disclosures of Ratio ofRemuneration to each Director to the median employee's remuneration is annexed to thisreport as Annexure-III.

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.

21. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined underthe provisions of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and accordingly there were no deposits which were due for repayment on or before31st March 2021.

22. 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.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has 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 atleast four times a financial year actively reviews internalcontrol systems as well as financial disclosures with adequate participation inputs fromthe Statutory Internal and Corporate Secretarial Auditors. Based on the report ofinternal audit process owners undertake corrective action in their respective areas andthereby strengthen the controls. Any significant audit observations and corrective actionsthereon are presented to the Audit Committee and the Board. No major internal controlweakness was identified during the year. The Company also has a wellfunctioning WhistleBlower Policy in place.

The Board has appointed GPVS and Associates Chartered Accountants as Internal Auditorsof your Company for the Financial Year 2021-22.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the financial year under review the Company has not given any loan Guaranteesor made Investments within the meaning of Section 186 of the Companies Act 2013.

25. RISK MANAGEMENT POLICY:

In view of the requirements of Listing Regulations your Company will constitute a RiskManagement Committee in line with the applicable regulations.

26. INDUSTRIAL RELATIONS:

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

27. RELATED PARTY TRANSACTIONS:

There were no related party transactions during the Financial Year for disclosure.

However the Policy on Related Party Transactions as approved by the Board is uploadedon the Company's website at https://www.cerebracomputers.com/pdf/Policies/Policy-on-Related-Party-Transaction.pdf

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.

Further the Independent Directors at their exclusive Meeting held on 11th February2021 reviewed the performance of the Board its Chairman and Non-Executive Directors andother items as stipulated under the Listing Regulations. The Independent Directors havealso declared their independence. The Nomination and Remuneration Committee has reviewedthe existing criteria for evaluation of performance of the Independent Directors and theBoard and reviewed the existing policy of remuneration of Directors.

29. LISTING WITH THE STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the Financial Year2021-22 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 IV.

As required by SEBI (LODR) (Amendment) Regulations 2018 'Annual SecretarialCompliance Report' issued by Mr. Parameshwar G Bhat Practising Company Secretary for theFinancial Year ended 31st March 2021 has been filed with the Stock Exchanges on 30th June2021 within the extended due date of 30th June 2021.

Further in compliance with the Listing Regulations your Board has adhered to theCorporate Governance Code. All the requisite Committees are functioning in line with theguidelines.

As reported earlier a reputed firm of independent Chartered Accountants has beencarrying out the responsibilities of Internal Audit of the Company and periodicallyreporting their findings on systems procedures and management practices.

31. CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY:

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of theCompanies Act 2013.The Company has constituted a (CSR) Committee comprising of followingMembers:

1. Mr. V Ranganathan - Chairman
2. Mr. S Gopalakrishnan - Member
3. Mr. P Vishwamurthy - Member
4. Mr. P E Krishnan - Member

The details of Expenditures on CSR activities are attached as Annexure V to thisReport.

32. MANAGEMENT DISCUSSION AND ANALYSIS:

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

33. BUSINESS RESPONSIBILITY REPORT:

Since your Company is one among the top 1000 Listed Companies based on marketcapitalization as of 31st March 2021 a separate Section on Business Responsibility isannexed as Annexure VII and forms part of this Annual Report pursuant to Regulation34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (asamended from time to time).

34. 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 of Sexual Harassment at Workplace has been released by theCompany. The Policy aims at prevention of harassment of employees and lays down theguidelines for identification reporting and prevention of undesired behaviour. TheInternal Complaints Committee (ICC) was set up from the senior management with womenemployees constituting majority. The ICC is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the Policy.

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

35. 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

36. DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and Management Discussion and Analysis are attached which forms partof this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India from time to time and that such systems are adequate and operatingeffectively.

37. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from the Government ofIndia Government of Karnataka Company's Bankers Customers Principals BusinessAssociates and other Acquaintances.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue infuture also.

For and on behalf of Cerebra Integrated Technologies Limited

Date: 30th June 2021 Place: Bangalore V Ranganathan P Vishwamurthy
Managing Director Whole Time Director
DIN: 01247305 DIN: 01247336
Address: Brindavan 90 3rd Cross Address:No.: 22 A ‘VANASUMA'
Sri Venkateshwara Krupa Layout 3rd Stage 4th Block
West of Chord Road Bangalore-560 079 Basaveshwaranagar Bangalore-560 079

.