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CG-VAK Software & Exports Ltd.

BSE: 531489 Sector: IT
NSE: N.A. ISIN Code: INE084D01010
BSE 00:00 | 15 Jun 135.70 2.60
(1.95%)
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136.80

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NSE 05:30 | 01 Jan CG-VAK Software & Exports Ltd
OPEN 136.80
PREVIOUS CLOSE 133.10
VOLUME 11529
52-Week high 151.00
52-Week low 38.00
P/E 9.99
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 136.80
CLOSE 133.10
VOLUME 11529
52-Week high 151.00
52-Week low 38.00
P/E 9.99
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CG-VAK Software & Exports Ltd. (CGVAKSOFTWARE) - Director Report

Company director report

To the Members

The Board of Directors of your Company take pleasure in presenting the 25thAnnual Report on the business and operations of your Company and the Audited FinancialAccounts for the year ended 31 March 2020.

FINANCIAL RESULTS 2019-20

During the year under review your Company has achieved a turnover of Rs.2300.60 lakhsas against Rs. 2035.24 lakhs in the previous year. There is a net Profit of Rs.371.42lakhs as against the net profit of Rs. 343.68 lakhs in the previous year. The company hasachieved significant growth in the Turnover and Profits earned.

GLOBALREVENUE

The global revenues for the Company including the business done by the Wholly OwnedSubsidiary for the year under review is Rs.3992 lakhs as compared to Rs.3670 lakhs in theprevious year.

STATE OF AFFAIRS OF THE COMPANY

In the financial year 2019-20 despite challenging business environment your companyachieved a growth of 13% in the total revenue and the net profit has increased to Rs.371.42 lakhs from Rs. 343.68 lakhs.

The contribution of business from various Geographical areas were:

North America contributed 75% and Rest of the World 25% of the business.

During the year under review Business from Offshore Software Services is Rs.2294.77lakhsas against Rs. 1971.50 lakhs in the previous year. The increase has been at 16%as compared to previous year. Significant growth has been achieved in the offshorecomponent of the business.

COVID-19

On 24th March 2020 a National wide lock-down was imposed by our Hon'ble Prime Ministerof India to contain the spread of COVID-19 Pandemic and also many Governments across theglobe enforced lock-downs. CG-VAK ensured the safety and security of all its employees byenabling them to work from home and thereby continued its services to the customers.Currently almost all the employees are working from home.

FUTURE PLANS

Business scenario worldwide is undergoing rapid change and disruption due to COVID-19.Organizations are making changes to their business processes using latest technology toadapt to the new normal. Increased Offshore work remote delivery new compensation modelswith customers are likely to happen. This provides opportunities for IT service providerslike us. More and more companies from almost every part of the world are using offshoreservice providers to meet their software needs.

The company activated the Business Continuity Plan (BCP) and ensured that employees areable to work from home without diluting the quality of services offered to our clients andalso ensuring the safety of employees. Currently almost all our employees are working fromhome and we have tuned our process to suit the work from home culture.

The company has been growing positively in the offshore software services business andthis momentum is likely to continue this year.

Our client retention and client satisfaction levels have been growing steadily. We havereceived many client appreciations and significant amount of repeat business. Our clientshave appreciated the way we are handling the disruption caused by COVID-19. Inspite of thedisruption and slow down in economies we operate and have seen a growth in our business.In addition to North America our business and customer base from Africa and Europe isalso expanding as planned.

Out-sourced Product development (OPD) market space continues to be the key focus areafor the Company as we have achieved a significant success. The performance in Cloudpractice has been very good and it is expected to grow at the same pace. Our plan is tofocus on the existing relationships we have built with customers and grow the business.Apart from strengthening the presence in the markets the company operates now plans arein place to penetrate into newer geographies globally.

We expect a positive growth this year and the Company should perform better in theensuing Financial Year 2020-21.

QUALITY

Your company has a strict quality assurance and control programs to ensure that highlevel of Quality service is delivered to the customers. Matured and proven qualitymanagement systems are in place based on the requirements of ISO 9001:2015 standards.

DIVIDEND

Your Directors recommended a dividend of Rs. 0.75 per equity share (i.e. 7.5% on eachequity share having Face value of Rs. 10 each) subject to the approval by theshareholders at the ensuing Annual General Meeting. The total dividend payout will be ofRs.37.88 lakhs. During the previous year ended 2018-2019 your Company has paid adividend of Rs.37.88 lakhs.

As per Companies (Accounting Standards) Amendment Rules 2016 dividend will berecognized as liability on approval of shareholders at the ensuing Annual General Meeting.

The dividend if approved by the shareholders will be paid to those members whosenames appear in the Register of Members as on the date of the Annual General Meeting

TRANSFER TO RESERVES

No amount has been transferred to the general reserve.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Act read with Investor Education and Protection FundRules the shares on which dividends have not been claimed for 7 consecutive years areliable to be transferred in favour of IEPF Authority. The Company has uploaded the detailsof the shares which are subject to be transferred in favour of IEPF Authority on thewebsite of the Company (www.cgvak.com).

SHARE CAPITAL

The Paid-up share capital of the Company as at 31st March 2020 aggregatesto Rs. 50502000/- comprising 5050200 equity shares ofRs. 10/- each fully paid up.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper system to ensure compliance with the applicableSecretarial Standards and that such systems are adequate and operating effectively. TheCompany has duly complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on the Meeting of the Board of Directors (SS-1) and General Meeting(SS-2).

HUMAN RESOURCE

Your Company firmly believes that employees are its most valued resource and theirefficiency play a key role in achieving defined goals and building a competitive workenvironment. Many initiatives have been taken to enhance their Technical managerialskills. Also various employee engagement programs have helped the organization to achievehigher productivity levels. In its pursuit to attract retain and develop best availabletalents several programs are regularly conducted at various levels across the Company.Employee relations continued to be cardinal and harmonious across all levels of theCompany.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of this report.

DEPOSITORY SYSTEM

The trading in the Equity Shares of your Company is under compulsory dematerializationmode. As on 31st March 2020 Equity Shares representing 92.12% of the equityshare capital are in dematerialized form. As the depository system offers numerousadvantages members are requested to take advantage of the same and avail of the facilityof dematerialization of the Company's shares.

LISTING OF SHARES

The Equity Shares of your Company continue to remain listed with BSE Limited. Thelisting fees for the year 2020-21 have been paid to the Stock Exchange. The Shares of thecompanies are compulsorily tradable in dematerialized form.

INSURANCE

The assets of the Company are adequately insured against fire and such other risks asare considered necessary by the Management.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with theapplicable Accounting Standards forms a part of this Annual Report.

CORPORATE GOVERNANCE

At CG-VAK Corporate Governance is not just a legal obligation the frame work ensuresthat all the disclosures and information's provided are precise and time bound.Transparency Accountability Integrity and Independence are the bottom-line of ourGovernance. The Company will continue to uphold the true spirit of Corporate Governanceand implement best governance practices.

A detailed report on Corporate Governance pursuant to the requirements of SEBI (LODR)is available as a separate section in this Annual Report. The Auditor's report onCorporate Governance confirming the compliance of conditions of Corporate Governance asstipulated is annexed as a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of SEBI (LODR) Regulations 2015 the Management Discussionand Analysis Report for the year under review is presented in a separate section formingpart of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The board met Six times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report.The intervening gapbetween any two meetings was within the periods prescribed by the Companies Act 2013.

AUDIT COMMITTEE

The Audit committee comprised of Independent Directors namely Mr.S.Padmanabhan(Chairman) Mr.R.Jayaraman and Mr. A.Sankar as other Members. All the recommendations madeby the Audit Committee were accepted by the Board.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

As per the requirement of Section 134 (3)(m) of the Companies Act 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014 the information regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo are given below.

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo as required under Companies (Accounts) Rules 2014:

A) CONSERVATION OF ENERGY

Your Company uses electrical energy for its equipment such as air-conditionerscomputer terminals lighting and utilities at work places. As an ongoing process thecompany continued to undertake various measures to conserve energy

B) TECHNOLOGYABSORPTION

a) Research & Development

The nature of the business of software development involves inbuilt constant Researchand Development as a part of its process of manufacturing (development). The Company isdeveloping applications engines re-usable codes and libraries as a part of its R&Dactivities.

b) Technology Absorption

The Company has not absorbed technology from outside.

c) Information regarding imported technology (Imported during last three years)

Details of Technology imported Technology imported from Year of Import Status Implementation/absorption
NIL NA NA NA

C) FOREIGN EXCHANGE EARNTNG AND OUTGO

Foreign Exchange Earnings 230059539
Foreign Exchange Outgo 3582208
Foreign Travel 821060
Others 2761148

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In term of the provisions of Section 197(12) of Act read with rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure-1.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has adopted a Risk Management Policy for identifying and managing risk atthe strategic operational and tactical level. The Risk Management policy has been placedon the website of the Company. At present the Company has not identified any element ofrisk which may threaten the existence of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans and guarantees given or investments made by the Company underSection 186 of the Companies Act 2013 during the year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.Your Directors have provided explanation in Annexure - 2 for the matter of emphasisin the Auditor's Report.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also in the Board for approval.

The disclosure on related party is annexed herewith as Annexure - 3.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current Policy is to have an appropriate mix of executive and independent directorsto maintain the Independence of the Board and separate its functions of the governance andmanagement. As on 31st March2020 the Board consists of 7 members one of whom is Nonexecutive Chairman one of whom is executive or whole time Director one of whom is Nonexecutive Women Director and Four are independent directors. The Board periodicallyevaluates the need for change in its composition and size.

The policy of the Company on Directors' appointment and remuneration includingCriteria for determining Qualification positive attributes independence of a directorand other matters provided under Sub-Section(3) of Section 178 of the Companies Act2013adopted by the Boardis appended as Annexure 4 to the Board's Report. We affirmthat the remuneration paid to the Directors is as per the terms laid out in the nominationand remuneration policy of the company.

WHOLLY OWNED SUBSIDIARY: CG-VAK SOFTWARE USA INC.

As on 31st March 2020 your Company has only one wholly owned subsidiary. YourCompany's Wholly Owned Subsidiary at USA CG-VAK Software USA Inc. has made a SalesTurnover of US$ 2.32 million during this year compared to the US$ 2.50 millionduring the previous year. There has been a drop of revenue by 7% over the previousfinancial year. The drop is mainly due to the difficulty in obtaining visas for theengineers to travel to the USA and work in the subsidiary.

During the year the Board of Directors reviewed the affairs of the wholly ownedsubsidiary. In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company and the wholly owned subsidiary whichforms part of the Annual Report. Further a statement containing the salient features ofthe financial statement of our wholly owned subsidiary in the prescribed format AOC-1 isappended as Annexure - 5 to the Board's Report. The statement also provides thedetails of performance financial positions of the wholly owned subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatement including the Consolidated Financial Statements and related information of theCompany and the wholly owned subsidiary are available on our website. These documents willalso be available for inspection during the business hours at our Registered Office.

The Company has no other subsidiary/Joint ventures/associates other than the abovementioned.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act2013an extract of annualreturn in the prescribed format is appended as Annexure 6 to Board's Report. A copy ofwhich is placed at the website of the Company (www.cgvak.com).

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of Companies Act 2013 is not applicable to our Company.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THECOMPANIES ACT 2013

In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors would like to state that:

1 In preparation of annual accounts for the financial year ended 31st March 2020 theapplicable accounting standards have been followed.

2 The Directors have 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.

3 The Directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on a going concern basis.

5 The Directors have laid down internal financial controlswhich are adequate and areoperating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS

The Joint Director Directorate of Enforcement vide their order dated 29.11.2017imposed a Penalty amounting to Rs. 1400000/- on the Company for certain procedurallapses under FEMA 1999. The Company had paid the said penalty amount on 11th January2018. The said penalty was paid by the Company in order to buy peace with the department.

PUBLIC DEPOSITS

During the year your Company has not accepted/renewed any Deposits.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) DIRECTORS

Director liable to retirement by rotation

As per the provisions of the Companies Act 2013 Mrs.S. Latha retires from office byrotation and being eligible offer herself for re-appointment at the ensuing AnnualGeneral Meeting of the Company.The Board of Directors recommends her re-appointment.

(B) KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. G. SureshManaging Director & CEO Mr. P. S. Subramanian Chief Financial Officer and Mr.Harcharan. J Company Secretary and Compliance Officer are the Key Managerial Personnel ofthe Company as at 31st March 2020.

Brief particulars of Directors eligible for reappointment in terms of SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 and the Secretarial Standardsare annexed to the Notice dated 20thAugust 2020 convening the 25th Annual GeneralMeeting.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each independent Director undersection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations.

BOARD EVALUATION

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

1. Attendance of Board Meeting and Board Committee Meeting

2. Quality of Contribution to Board deliberations

3. Strategic perspectives or inputs regarding future growth of Company and itsperformance

4. Providing perspectives and feedback going beyond information provided by themanagement

5. Commitment to shareholders and other stakeholder interests

The evaluation involves self-evaluation by the Board Members and subsequent assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/ her evaluation.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy as a mechanism for employees to reportto the management concern about unethical behaviour actual or suspected fraud orviolation of the company's code of conduct and it affirms that no personnel have beendenied access to the Audit Committee. A copy of Whistle Blower Policy has been placed atour website at www.cgvak.com for reference.

AUDITORS

Statutory Auditors M/s. N. C. Rajan& Co Chartered Accountants were appointed tohold office for a term of five consecutive years ie from the conclusion of 21st AGM tillthe conclusion of 26th AGM. Consequent upon the amendments to the Companies Act 2013ratification of appointment of the Statutory Auditors is no longer required.

The Auditors Report for the financial year 31.03.2020 does not contain anyqualification adverse remarks reservation or disclaimer.

SECRETARIAL AUDITOR

Mr. D. Senthil Practicing Company Secretary was appointed to conduct the secretarialaudit of the company for financial year 2020-21 as required under Section 204 of theCompanies Act 2013 and Rules made there under. Mrs.Manimekala V. Raj was appointed asSecretarial Auditor for the financial year 2019-2020 and consequent upon her resignationon 24-012020 Mr.D.Senthil Practicing Company Secretary was appointed in place ofMrs.Manimekala V. Raj to conduct the secretarial audit of the company the said financialyear. The secretarial audit report for FY 2019-20 forms part of the Annual Report as Annexure7to the Board's Report.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference toFinancial Statements. Such controls were tested during the financial year and no materialweakness in the design or operation was observed.

DETAILS OF FRAUDS REPORTED

The Auditors of the Company have not reported any fraud specified under Section 143(12)of the Companies Act 2013.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in this place an Anti Sexual Harassment Policy in line with therequirements of the sexual harassment of women at workplace (prevention prohibitionredressal) Act 2013. The Internal Complaints Committee ("ICC") has been setupto redress the complaints received regarding sexual harassment. All employees are coveredunder this policy.

The following are the complaints received and disposed off during the financial year2019-20:

A. No. of complaints received : 0

B. No. of complaints disposed off : 0

ACKNOWLEDGEMENT

The Directors of your Company would like to take this opportunity to thank one and allassociated with it enabling it to scale greater heights and emerge as a recognizedsoftware solutions vendor in the industry. The faith and confidence shown on your Companyby banks global clients government authorities and shareholders has propelled ourenthusiasm and strengthen our determination to achieve our vision.

Finally your Directors would like to express their sincere thanks to the dedication andcommitted hard work of the employees working in India USA and at various client locationsto reach our corporate vision..

(By Order of the Board) For CG-VAK SOFTWARE AND EXPORTS LIMITED

G.Suresh

Managing Director & CEO

DIN 00600906

Place: Coimbatore Date : 20th August 2020

Annexure -1 to Director's Report

Particulars of Remuneration of Directors and Employees pursuant to Section 197 (12) ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the

financial year:

S. No. Name of the Director Ratio
1 Mr.C.Ganapathy Non-Executive Chairman 0.65
2 Mr.G.Suresh Managing Director & CEO 24.89
3 Mr.A.Sankar Independent Director NA
4 Mr.S.Padmanabhan Independent Director NA
5 Mr.RJayaraman Independent Director NA
6 Dr.S.Thamburaj Independent Director NA
7 Mrs.S.Latha Women Director NA

During the year the Non-Executive Directors received only the sitting fees asremuneration.

(ii) The percentage increase in remuneration of each Director Chief Financial Officer(CFO) Chief Executive Officer (CEO) Company Secretary (CS) or Manager if any in thefinancial year:

S.No Name of the Director / CFO/ CEO/CS % Increase/(Decrease) in remuneration
1 Mr.Mr. C. Ganapathy Non-Executive Chairman (75%)
2 Mr. G. Suresh Managing Director & CEO 55%
3 Mr. A. Sankar Independent Director NA
4 Mr.S.Padmanabhan Independent Director NA
5 Mr.RJayaraman Independent Director NA
6 Dr.S.Thamburaj Independent Director NA
7 Mrs. S. Latha Women Director NA
8 Mr. P. S. Subramanian CFO 11%
9 Mr. Harcharan J CS NA
(iii) The percentage increase in the median remuneration of the employees in the financial year 4.32%
(iv) Number of Permanent Employees on the rolls of the company (As on 31st March 2020) 227

(v) The explanation on the relationship between average increase in remuneration andcompany performance:

The performance of the company has increased when compared with the previous year. Theincrease granted to employees is in line with the normal increase granted by company fromtime to time and is intended to compensate for inflation and motivate employees to performat their best.

(vi) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the company

KMP's Remuneration (including perquisites) 2019-20(Rs Lakhs) % Increase/ (Decrease) in KMP's remuneration (2019-20 against 2018-19 including perquisites) Sales 2019-20 (Rs in Lakhs) % Increase/ (Decrease) in sales (2019-20 against 2018-19)
150.75 31.44% 2300.60 13.04%

(vii) Variations in the market capitalization of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year:

Particulars As on 31.03.2019 As on 31.03.2020 Variations %+/(-)
Market Capitalization (Rs in Lakhs) 2141.28 1368.60 (773) (36%)
Price earnings ratio 6.21 3.67 (2.54) (41%)
Market quotations of the shares as on 31.03.2020 (BSE) Rs.27.10/- per share of the face value Rs.10/- per share
Market quotations of the shares when the company came out with last public offer Public Issue in December 1995 at a price of Rs.10/- per share of the face Value Rs.10/- per share.
Percentage increase/decrease over in the market quotations of the company The Company has come out with initial public offer in December 1995. An amount of Rs. 10/- invested in the said IPO would be worth Rs. 27.10 as on 31st March 2020 indicating a compounded annual growth rate of 4.07% which is excluding the dividend accrued thereon.

(viii) Average percentile increase already made in salaries of employees other thenmanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for the increase in the managerial remuneration: Theaverage percentile increase granted to employees other than the managerial personnel is20%.

The percentile increase granted to managerial personnel is 31.44%.

(ix) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

KMP's Name & Designation Remuneration for 2019-20 (RsLakhs) %Increase / (Decrease) in Remuneration (2019-20 against 2018-19) Sales (for 2019-20) (Rs in Lakhs) %Increase in Sales (2019-20 against 2018-19)
Mr.C.Ganapathy # Non-Executive Chairman 3.41 (75%)
Mr.G.Suresh Managing Director & CEO 129.89 55% 2300.60 13.04%
Mr.P. S.Subramanian Chief Financial Officer 10.52 11%
Mr.Harcharan. J *& Mr.Govind M Joshi** Company Secretary 6.58 (15%)

# Non-Executive Chairman w.e.f 01.07.2019 and remuneration paid is inclusive of sittingfees of Rs.0.26 lakhs *appointed w.e.f. 01.10.2019 **ceased w.e.f. 01.10.2019

(x) The key paramaters for any variable Component of remuneration availed by the Directors. The Managing Director is eligible for 1% commission on net profits of the Company which he has waived.
(xi) The ratio of the remuneration of the highest paid Director to that of employees who are not Directors but receive remuneration in excess of the highest paid Director during the year. Since the remuneration of the highest paid employee is not in excess of the highest paid Director it is not applicable.

(xii) We affirm that the remuneration paid to Directors Key Managerial Personnel andemployees is as per the remuneration policy approved by the Board of Directors of thecompany.

(xiii) Statement of employees receiving remuneration not less than 5 lakh rupees permonth : Not Applicable

NOTE:

1. Mr.C.Ganapathy Mr.G.Suresh and Mrs.S.Latha are related to each other

2. Gross remuneration comprises salary commission allowance monetary values ofperquisites and the company's contribution to the provident fund Gratuity Fund andSuperannuation Fund.

3. Net remuneration is exclusive of contributions to provident fund gratuity fundsuperannuation fund and tax deducted.

(By Order of the Board)

For CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore G.Suresh
Date : 20th August 2020 Managing Director & CEO
DIN 00600906
Annexure - 2 to Director's Report

Explanation to the Auditors' Report to the members of M/s. CG-VAK Software And ExportsLimited for the year ended 31" March 2020

1. With reference to the auditors' remark on non provision of gratuity claim (noteno.23-A(i) of the notes forming part of accounts) we wish to state that no provision hasbeen made as the Director concerned was a Non Executive Director and was not drawing anysalary and hence not eligible for gratuity. The company has disputed the claim and thesame is pending before the Labour Court;

2. With reference to the auditors' remark on non provision of gratuity claim (noteno.23-A(ii) of the notes forming part of accounts) we wish to state that no provisionhas been made as the employee was not eligible for gratuity. The company has disputed theclaim and the same is pending before the Labour Court;

3. With reference to the Auditors' remark on non-payment of fixed deposit (noteno.23-A(iii) of the notes forming part of accounts) we wish to state that The FixedDeposit claim is an appeal made by a Former Managing Director and his family membersbefore the High Court Madras against the Company Law Board's Order. The Company Law Boardhad earlier passed an order that the claim was not maintainable and decided in favor ofCompany during June 2011. The Company has disputed the claim before the High CourtMadras.

4. With reference to the auditors' remark on cases filed by Registrar of CompaniesCoimbatore (note no.23-A(v) of the notes forming part of accounts) we wish to state thatthe case was filed pursuant to inspection made under Section carried out in the year 2012.The company has disputed and the same is pending before the Hon'ble Additional SessionsJudge Coimbatore.

(By Order of the Board) For CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore G.Suresh
Date : 20th August 2020 Managing Director & CEO DIN 00600906

 

Annexure - 6 to Director's Report

Form No. MGT -9 EXTRACT OF ANNUAL RETURN

As on the financial year ended 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of The Companies(Management and Administration) Rules 2014]

I. REGISTRATION & OTHER DETAILS:

1 CIN L30009TZ1994PLC005568
2 Registration Date 06th December 1994
3 Name of the Company CG-VAK SOFTWARE AND EXPORTS LIMITED
4 Category/Sub-category of the Company Company Limited by Shares
5 Address of the Registered office & contact details No. 171 Mettupalayam Road Coimbatore - 641 043. Ph: 0422-2434491/92/93 Fax: 0422-2440679. Email: investorservices@csvak.com Website: www.csvak.com
6 Whether listed company Yes
7 Name Address & contact details of the Registrar & Transfer Agent if any. M/s. S.K.D.C. Consultants Limited Kanapathy Towers 3rd Floor1391/A-1 Sathy Road Ganapathy Coimbatore - 641006. Email:info@skdc-consultants.com Website: www.skdc-consultants.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of theCompany

S.No. Name and Description of main products/services NIC Code of the product/service % to total turnover of the Company
1. Computer Programming Consultancy and Related Services 62020 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

S.No. Name & address of the Company CIN / GLN Holding/ Subsidiary/ Associate % of Shares held Applicable Section
1. CG-VAK Software USA Inc Foreign Company Subsidiary 100% 2(87)

IV SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF

TOTAL EQUITY)

(i) Category-wise Shareholding :

Category of Shareholders

No.of Shares held at the beginning of the year

No.of Shares held at the end of the year

% change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 2524436 - 2524436 49.99 2567707 2567707 50.84% 0.86%
b) Central Govt - - - 0.00% - - - 0.00% 0.00%
c) State Govt(s)

-

-

-

0.00%

-

-

-

0.00% 0.00%
d) Bodies Corp. - -

-

0.00% -

-

-

0.00% 0.00%
e) Banks / FI 0.00% 0.00% 0.00%
f) Any other 0.00% 0.00% 0.00%
Sub Total (A) (1) 2524436 - 2524436 49.99% 2567707 - 2567707 50.84% 0.86%
(2) Foreign
a) NRI Individuals

-

-

-

0.00%

-

-

-

0.00% 0.00%
b) Other Individuals

-

-

-

0.00%

-

-

-

0.00% 0.00%
c) Bodies Corp. - - - 0.00% -

-

-

0.00% 0.00%
d) Any other

-

-

-

0.00%

-

-

0.00% 0.00%
Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%
TOTAL (A) 2524436 - 2524436 49.99% 2567707 - 2567707 50.84% 0.86%
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - 0.00% - - - 0.00% 0.00%
b) Banks / FI - - - 0.00% - - - 0.00% 0.00%
c) Central Govt - - - 0.00% - - - 0.00% 0.00%
d) State Govt(s) - - - 0.00% - - - 0.00% 0.00%
e) Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%
f) Insurance Companies - - - 0.00% - - - 0.00% 0.00%
g) FIIs - - - 0.00% - - - 0.00% 0.00%
h) Foreign Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%
I) Others (specify) - - - 0.00% - - - 0.00% 0.00%
Sub-total (B)(1):- - - - 0.00% - - - 0.00% 0.00%
2. Non-Institutions
a) Bodies Corp.
i) Indian 45843 4400 50243 0.99% 6669 4400 11069 0.22% -0.78%
ii) Overseas - - - 0.00% 0 0 - 0.00% 0.00%
b) Individuals
I) Individual shareholders holding nominal share capital upto Rs. 1 lakh 926373 325520 1251893 24.79% 876601 326620 1203221 23.83% -0.96%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1028201 63400 1091601 21.62% 1099820 63400 1163220 23.03% 1.42%
c) Others (specify)
Directors & Their Relatives - 13500 13500 0.27% - 3500 3500 0.07% -0.20%
Non Resident Indians 22013 - 22013 0.44% 23003 - 23003 0.46% 0.02%
Clearing Members 27924 - 27924 0.55% 10757 - 10757 0.21% -0.34%
Hindu Undivided Families 68590 - 68590 1.36% 67723 - 67723 1.34% -0.02%
Sub-total (B)(2):- 2118944 406820 2525764 50.01% 2084573 397920 2482493 49.16% -0.86%
Total Public (B) 2118944 406820 2525764 50.01% 2084573 397920 2482493 49.16% -0.86%
C. Shares held by Custodian for GDRs & ADRs - 0.00% 0.00% 0.00%
0.00%
0.00%
Grand Total (A+B+C) 4643380 406820 5050200 100.00% 4652280 397920 5050200 100.00% 0.00%

(ii) Shareholding of Promoters :

S.No. Shareholders Name No.of Shares he ld at the beginn ing of the year

No.of Shares held at the end

of the year

% change during the year

No.of shares % of total shares of the company % of Shares pledged / encumbered to total shares No.of shares % of total shares of the company % of Shares pledged / encumbered to total shares
1 C.Ganapathy 406350 8.05% 0 406350 8.05% 0 0.00%
2 G.Suresh 952060 18.85% 0 952060 18.85% 0 0.00%
3 G.Saraswathy 193110 3.82% 0 193110 3.82% 0 0.00%
4 S.Latha 972916 19.26% 0 1016187 20.12% 0 0.86%

(iii) Change in Promoters' Shareholding (please specify if there is no change):

Particulars Sharehold beginninging at the of the year Cumulative during Shareholding the year
No.of shares % of total shares of the company No.of shares % of total shares of the company
1 C.Ganapathy At the beginning of the year 01/04/2019 406350 8.05% 406350 8.05%
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase 0.00% 0.00%
At the end of the year 31/03/2020 406350 8.05% 406350 8.05%
2 G.Suresh At the beginning of the year 01/04/2019 952060 18.85% 952060 18.85%
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase 0.00% 0.00%
At the end of the year 31/03/2020 952060 18.85% 952060 18.85%
3 G.Saraswathy At the beginning of the year 01/04/2019 193110 3.82% 193110 3.82%
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase 0.00% 0.00%
At the end of the year 31/03/2020 193110 3.82% 193110 3.82%
4 S.Latha At the besinnins of the year 01/04/2019 972916 19.26% 972916 19.26%
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase - Purchase 05/04/2019 2074 0.04% 974990 19.31%
12/04/2019 1000 0.02% 975990 19.33%
05/07/2019 584 0.01% 976574 19.34%
04/10/2019 170 0.00% 976744 19.34%
15/11/2019 200 0.00% 976944 19.34%
22/11/2019 4264 0.08% 981208 19.43%
29/11/2019 8705 0717% 989913 19.60%
06/12/2019 767 0.02% 990680 19.62%
13/12/2019 1019 0.02% 991699 19.64%
20/12/2019 6546 0.13% 998245 19.77%
27/12/2019 1532 0.03% 999777 19.80%
31/12/2019 2956 0.06% 1002733 19.86%
03/01/2020 165 0.00% 1002898 19.86%
21/02/2020 900 0.02% 1003798 19.88%
28/02/2020 205 0.00% 1004003 19.88%
06/03/2020 659 0.01% 1004662 19.89%
13/03/2020 850 0.02% 1005512 19.91%
20/03/2020 9175 0.18% 1014687 20.09%
31/03/2020 1500 0.03% 1016187 20.12%
At the end of the year 31/03/2020 1016187 20.12% 1016187 20.12%

(iv) Shareholding of top ten shareholders (other than Directors Promoters and holdersof GDRs and ADRs):

Date Sharehold beginninging at the of the year Cumulative during Shareholding the year
No.of shares % of total shares of the company No.of shares % of total shares of the company
1 K.V. KAMARAJ . At the Beginning of the year 01.04.2019 01/04/2019 521674 10.33 521674 10.33
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 521674 10.33 521674 10.33
2 C LOGANATHAN At the Beginning of the year 01.04.2019 01/04/2019 130450 2.58 130450 2.58
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase/decrease
At the end of the year 31/03/2020 130450 2.58 130450 2.58
3 K. JALAJADEVI . At the Beginning of the year 01.04.2019 01/04/2019 102607 2.03 102607 2.03
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 102607 2.03 102607 2.03
4 NIRVI KETAN At the Beginning of the year 01.04.2019 01/04/2019 55396 1.10 55396 1.10
VAKHARIA Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase 10/05/2019 447 0.01 55843 1.11
24/05/2019 65 0.00 55908 1.11
31/05/2019 186 0.00 56094 1.11
28/06/2019 50 0.00 56144 1.11
26/07/2019 1550 0.03 57694 1.14
09/08/2019 1011 0.02 58705 1.16
23/08/2019 279 0.01 58984 1.17
30/08/2019 1016 0.02 60000 1.19
18/10/2019 409 0.01 60409 1.20
01/11/2019 635 0.01 61044 1.21
08/11/2019 25 0.00 61069 1.21
22/11/2019 -151 0 00 60918 1.21
At the end of the year 31/03/2019 60918 1.21 60918 1.21
5 NARAYANASAMY R At the Beginning of the year 01.04.2019 01/04/2019 52500 1.04 52500 1.04
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 52500 1.04 52500 1.04
6 MANISH JAIN (HUF) At the Beginning of the year 01.04.2019 01/04/2019 27671 0.55 27671 0.55
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 27671 0.55 27671 0.55
7 KETAKI At the Beginning of the year 01.04.2019 01/04/2019 24897 0.49 24897 0.49
PRIYADARSHAN SIRAS Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 24897 0.49 24897 0.49
8 SAMPATHRAJ At the Beginning of the year 01.04.2019 01/04/2019 22815 0.45 22815 0.45
RAMESH CHAND JAIN Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 22815 0.45 22815 0.45
9 RITA JAIN At the Beginning of the year 01.04.2019 01/04/2018 0 0.00 0 0.00
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase 21/06/2019 21298 0.42 21298 0.42
06/09/2019 5 0.00 21303 0.42
At the end of the year 31/03/2019 21303 0.42 21303 0.42
10 SAGAR E C V At the Beginning of the year 01.04.2019 01/04/2019 21100 0.42 21100 0.42
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 21100 0.42 21100 0.42

(v) Shareholding of Directors and Key Managerial Personnel:

Date Sharehold beginning ing at the of the year Cumulative during Shareholding the year
No.of shares % of total shares of the company No.of shares % of total shares of the company
1 C.Ganapathy At the Beginning of the year 01.04.2019 01/04/2019 406350 8.05 406350 8.05
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
31/03/2020 406350 8.05 406350 8.05
2 G.Suresh At the Beginning of the year 01.04.2019 01/04/2019 952060 18.85 952060 18.85
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase - Purchase
At the end of the year 31/03/2020 952060 18.85 952060 18.85
3 S.Latha At the Beginning of the year 01.04.2019 01/04/2019 972916 19.26 972916 19.26
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase - Purchase 05/04/2019 2074 0 04 974990 19.31
12/04/2019 1000 0.02 975990 19.33
05/07/2019 584 0.01 976574 19.34
04/10/2019 170 0.00 976744 19.34
15/11/2019 200 0.00 976944 19.34
22/11/2019 4264 0.08 981208 19.43
29/11/2019 8705 0.17 989913 19.60
06/12/2019 767 0.02 990680 19.62
13/12/2019 1019 0.02 991699 19.64
20/12/2019 6546 0.13 998245 19.77
27/12/2019 1532 0.03 999777 19.80
31/12/2019 2956 0.06 1002733 19.86
03/01/2020 165 0 00 1002898 19.86
21/02/2020 900 0.02 1003798 19.88
28/02/2020 205 0.00 1004003 19.88
06/03/2020 659 0.01 1004662 19.89
13/03/2020 850 0.02 1005512 19.91
20/03/2020 9175 0.18 1014687 20.09
31/03/2020 1500 0.03 1016187 20.12
At the end of the year 31/03/2020 1016187 20.12 1016187 20.12
4 M.Durairaj At the Beginning of the year 01.04.2019 01/04/2019 10000 0.20 10000 0.20
(ceased to be a Director w.e.f 25.09.2019) Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 10000 0.20 10000 0.20
5 S.Muthukumar At the Beginning of the year 01.04.2019 01/04/2019 2500 0.05 2500 0.05
(ceased to be a Director w.e.f 25.09.2019) Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
31/03/2020 2500 0.05 2500 0.05
6 S.Mohan At the Beginning of the year 01.04.2019 01/04/2019 1000 0.02 1000 0.02
(ceased to be a Director w.e.f 25.09.2019) Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 1000 0.02 1000 0.02
7 A.Sankar At the Beginning of the year 01.04.2019 01/04/2019 NIL NIL NIL NIL
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 NIL NIL NIL NIL
8 Mr.S.Padmanabhan At the Beginning of the year 01.04.2019 01/04/2019 NIL NIL NIL NIL
(appointed w.e.f 09.08.2019) Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 NIL NIL NIL NIL
9 Mr.R.Jayaraman At the Beginning of the year 01.04.2019 01/04/2019 NIL NIL NIL NIL
(appointed w.e.f 09.08.2019) Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 NIL NIL NIL NIL
10 Dr.S.Thamburaj At the Beginning of the year 01.04.2019 01/04/2019 NIL NIL NIL NIL
(appointed w.e.f 09.08.2019) Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase
At the end of the year 31/03/2020 NIL NIL NIL NIL
11 PS Subramanian At the Beginning of the year 01.04.2019 01/04/2019 2000 0.04 2000 0.04
Date wise increase/decrease in the Shareholding during the year specifying the reasons for the increase

-

-

-

-

At the end of the year 31/03/2020 2000 0.04 2000 0.04

V. INDEBTEDNESS

Indebtedness of the company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposit Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 99.76 0 0 99.76
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 99.76 0 0 99.76
Change in Indebtedness during the financial year
Addition 0 0 0 0
Reduction 79.87 0 0 79.87
Net Change (79.87) 0 0 (79.87)
Indebtedness at the end of the financial year
i) Principal Amount 19.89 0 0 19.89
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 19.89 0 0 19.89

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Name of MD/WTD/Manager

Total
Sl.No. Particulars of Remuneration C.Ganapathy Non-executive Chairman (wef 01.07.2019) G.Suresh (Managing Director and CEO) Amount
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 3.00 129.00 132.00
(b) Value of perquisite u/s 17(2) of the Income Tax Act 1961 0.10 0.67 0.77
(c) Profits in lieu of salary u/s 17(3) of

-

-

-

Income Tax Act1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission as percentage of profit - - -
Others specify - - -
5. Others (Retiral Benefits) 0.05 0.22 0.27
TOTAL (A) 3.15 129.89 133.04
Ceiling as per the Act

As per Schedule V of the Companies Act 2013

B. Remuneration to other directors

Particulars of Sl.No. Remuneration

Name of Directors

Total Amount

Mr.S.Padmanabhan (appointed w.ef 09.08.2019) Mr.RJayaraman (appointed w.ef 09.08.2019) A Sankar Dr.S.Thamburaj (appointed w.ef 23.09.2019) M Durairaj (ceased to be a Director w.e.f 25.09.2019) S Muthukumar (ceased to be a Director w.e.f 25.09.2019) S Mohan (ceased to be a Director w.e.f 25.09.2019)
1 Independent Directors 0.32 0.27 0.64 0.26 0 0.37 0.37 2.23
(a) Fee for attending Board / Committee meetings
(b) Commission
(c) others-! specify)
Total(1) 0.32 0.27 0.64 0.26 0 0.37 0.37 2.23
2 Other Non-Executive Directors S Latha C.Ganapathy
(a) Fee for attending Board / Committee meetings 0.35 0.26 0.61
(b) Commission
(c) others-f specify)
Total(2) 0.35 0.26 0.61
Total (B)=(l+2) 0.67 0.53 0.64 0.26 0 0.37 0.37 2.84
Total Managerial Remuneration! A+B) 135.88
Over all Ceiling as per the Act

C.Remuneration to KMP other than MDWTD/Manager

Sl.No. Particulars of Remuneration

Name of the Key Managerial Personnel

Total Amount

P.S.Subramanian (Chief Financial Officer) Mr.Harcharan. J* & Mr.Govind M Joshi** (Company Secretary)
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Tncome Tax Act 1961 10.08 6.30 16.38
(b) Value of perquisite u/s 17(2) of the Tncome Tax Act 1961 0.22 0.06 0.28
(c) Profits in lieu of salary u/s 17(3) of Tncome Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity -

-

-

4. Commission as percentage of profit Others specify - - -
- - -
5. Others (Retiral Benefits) 0.22 0.22 0.44
TOTAL 10.52 6.58 17.10

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There are no penalities/punishment/compounding of offences agaisnst CG-VAK Software andExports Limited and its Directors and Officers under Companies Act 2013 for the yearended 31st March 2020.

(By Order of the Board) For CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore G.Suresh
Date : 20th August 2020 Managing Director & CEO DTN 00600906