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Cybermate Infotek Ltd.

BSE: 532271 Sector: IT
NSE: N.A. ISIN Code: INE215B01022
BSE 00:00 | 20 Feb 1.24 0.07
(5.98%)
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NSE 05:30 | 01 Jan Cybermate Infotek Ltd
OPEN 1.17
PREVIOUS CLOSE 1.17
VOLUME 10393
52-Week high 2.58
52-Week low 1.07
P/E 2.64
Mkt Cap.(Rs cr) 12
Buy Price 1.20
Buy Qty 1275.00
Sell Price 1.25
Sell Qty 725.00
OPEN 1.17
CLOSE 1.17
VOLUME 10393
52-Week high 2.58
52-Week low 1.07
P/E 2.64
Mkt Cap.(Rs cr) 12
Buy Price 1.20
Buy Qty 1275.00
Sell Price 1.25
Sell Qty 725.00

Cybermate Infotek Ltd. (CYBERMATEINFO) - Director Report

Company director report

Dear Members

Greetings!!!

We herewith present the report on our business and operations for the year ended 31stMarch 2019.

1. Financial Results

The Company's financial performance for the year under review along with previousyear's gur es is given hereunder:

Particulars for the year ended For the year ended 31-03-2019 For the year ended 31-03-2018
Net Sales/Income from Business Operations 604447.55 1046738.2
Other Income 36870.89 106.6
Total Income 641318.44 1046844.8
Less Interest 12554.30 -
Profit/(Loss) before Depreciation & Exceptional Items 628764.14 38795.5
Less Exceptional Items - -
Profit before Depreciation 75526.75 38795.5
Less Depreciation 1493.45 7718.3
Profit after Depreciation and Interest 74033.3 31077.2
Less Current Income Tax 12407.62 -
Less Previous Year Adjustment of Income Tax - -
Less Deferred tax (440.43) (7019.6)
Net Prot af ter Tax 62066.11 38096.7
Dividend - -
Net Prot af ter dividend and Tax 62066.11 38096.7
Amount transferred to General Reserve - -
Balance Carried to Balance Sheet 62066.11 38096.7
Earning per Share(Basic) 0.70 0.47
Earning per Share(Diluted) 0.15 0.47

Financial highlights

Revenues-Standalone : Revenue for the year ended 31st March 2019 stands at Rs.6413.18 lakhs as compared to 10468.44 lakhs the same period last year. The Company'srevenues declined by about 38.73 % over the previous year.

Revenues-Consolidated : The subsidiary of the Company situated at USA had beendormant during the year under review hence on account of consolidation there is noaddition of revenues. The subsidiary at Portugal is yet to commence operations.

Prots- Standalone : The Company had earned a net prot (b efore tax) of Rs. 740.33Lakhs as against a net prot Rs. 310.77 Lakhs in the previous year.

Prots-Consolidated

Prots-Consolidated : There are no additions to the Prots of the company onconsolidated results as there were no operations in the Subsidiary in the US. Thesubsidiary in Portugal is yet to commence its operations.

Capital Expenditure on Tangible Assets-Standalone

During the year additions to fixed assets were NIL as in the previous year.

Liquidity

The working capital position of the Company showed signs of improvement due to improvedrealisations and also the infusion of capital by way of allotment of share warrants topromoters and investors.

During the year the Company completed the issuance of $10.5 Mn 1 % Unsecured ForeignCurrency Convertible Bonds. These proceeds were invested into wholly owned subsidiary atPortugal as per the ECB guidelines issued by Reserve Bank of India.

2. Dividend

No Dividend is being proposed for the current financial year to conserve resources.

3. Subsidiaries Joint Ventures and Associate Companies

CIL has revived its subsidiary in the US. The company is in the process of identifyingdomain specific leadership for commencement of US Operations. Similarly the company isalso in the process of identifying leadership for Operations in the Europe specic toemerging technology areas such as Cyber Security and Analytics. Statement pursuant toSection 129 Subsection (3)(I) of the Companies Act 2013 read with Rule 5 of CompaniesAccounts Rules 2014 relating to financial statements of subsidiary companies as formattedin AOC-1 form has been attached as Annexure- D to this report.

4. Directors and Key Managerial Personnel Prole of the Directors:

I. Mr. Chenchaiah Pantulu Pattapurathi

(DIN: 01583136)

He is Seventy-Four (74) years old. He is a commerce graduate and a member of Instituteof Chartered Accountants of India (qualied in the year 1971). He has forty-eight (48)years of experience in industries such as Electrical Appliances Food Processing ShipBuilding Cement Cement Products Textiles Pharmaceuticals etc. to his credit. Hisexperience has been in the area of Financial Management Management Accounting andTaxation.

He promoted CIL in the year 1994 and has led the company since its inception and hasbeen instrumental in shaping and executing strategy and financial structuring. At presenthe is Managing Director and Chief Executive Ocer of CIL. He is a Trustee of ChennarayuduPublic Charitable Trust. He is a promoter of the company and holds 16815820 shares ofthe company in his name as on March 31 2019.

ii. Mr.Satya Shiva Kumar Kanakadandi

(DIN: 02103299)

He is Fifty-Wree (53) years old. He is a science graduate. He has more thantwenty-eight (28) years of experience in Software Development Training and Heading MISDepartments. He has been instrumental in launching various corporate training programs forUniversities banks and other training establishments.

He has made signicant contribution in setting up of the operations of the company sinceinception and has also been instrumental in providing a marketing base to the company andfor delivering solutions in emerging technologies in yester years.

At present he is Director Operations and Chief Operating Ocer of CIL. He is a promoterof the company and holds 893010 shares of the company in his name as on March 31 2019.

iii. Mr. Chandra Sekhar Pattapurathi

(DIN: 01647212)

He is forty-Four (44) years old. He is a commerce graduate and a member of theInstitute of Cost and Works Accountants of India (qualied in the year 1998). He began hiscareer with CIL as an Executive in Finance & Account. He has worked with a largeretail chain in international markets as a Senior Financial Analyst before joining theBoard of CIL He has experience in Finance Accounts Corporate Strategy FinancialManagement Taxation Secretarial and International Trade Practices.

He has been appointed a director of CIL since 30th June 2006 .At present he is Director- Finance and Chief Financial Ocer of the Company.

He is a promoter of the company and holds 3 03100 shares of the company in his nameas on March 31 2019.

iv. Mr. Koteswara Rao Kanamarlapudi

(DIN: 06401491)

He is seventy-one (71) years old. He is a commerce graduate and a member of theInstitute of Chartered Accountants of India (qualied in the year 1972). He has worked withlarge logistics Food Processing industries in India before setting up of a Constructionand Contracting company in Doha Qatar

He joined the Board of CIL on 30th September 1996 as a non-executive promoter director

He is a promoter of the company and holds 178200 shares of the company in his name ason March 31 2019.He is a member of the Stake holder's relationship committee.

v. Callepalli Kamakshi Bharathi

(DIN: 07144611)

She is forty-three (43) years old. She is a post graduate in Electronics. She hasworked extensively in the elds of Software Dened Radio (HD Radio) and 4G Base stationtechnology (PHY and MAC layers). Currently she is associated with start-ups working onMachine learning and deep learning. She is a Non-Executive and independent director on theboard of Cybermate Infotek Limited and is not a shareholder of the company.

She joined the board on 27th March 2015 as an independent (woman) director.

She is the chairperson of Nomination and Remuneration committee and a member of AuditCommittee.

vi. Vegunta Sai Roop Kumar

(DIN: 05317482)

He is forty-four (44) years old a commerce graduate and a fellow member of theInstitute of Chartered Accountants of India (qualied in the year 2003) and graduate memberof the institute of Cost Accountants of India. (qualied in the year 1998)

He started his career working with an audit rm and later moved into heading nancefunction for a diversied group viz Hospitality Real Estate and Technology before settingup his professional practice as a Chartered Accountant.

Mr. Vegunta Sai Roop Kumar joined the board on 07th March 2016 as a Non-ExecutiveIndependent Director and is not a shareholder of the company. He is the Chairperson ofAudit Committee and a member of Nomination and remuneration committee.

vii. Mr. Bade Srinivasa Reddy

(DIN: 01384074)

He is fty (50) years old He is a M.B.A (Finance) Certified Investment AdviserNational Stock Exchange of India Certied Market Professional (NCMP Level 5 - HighestLevel) He is pursuing Ph.D. in Investment Management (part time).

He has more than 22 years of Hands on Experience in Financial Markets and ServicesSector as Financial Analyst Head of the firm with Stock Exchange Membership InvestmentAdvisory Private Equity and other Businesses.

He is an Empanelled Corporate Trainer for SEBI Promoted NISM American Academy ofFinancial Management (AAFM) National Stock Exchange of India (NSE) and others.

Mr. Bade Srinivasa Reddy joined the board on 07th March 2016 as a Non-ExecutiveIndependent Director and is not a shareholder of the company. He is the chairperson ofStakeholders relationship committee and a member of nomination and remuneration committee.

viii. Mr.Suraj Bharadwaj

(DIN: 08351558)

He is 39 years old. He is an MBA (Finance) with 13+ years of diverse experience inCorporate Finance Project Finance Debt syndication & restructuring financialplanning and analysis Private Banking Wealth Management and Business Development.

Mr. Suraj Bharadwaj joined the board on 31st January 2019 as an Additional Director andis not a shareholder of the Company.

Independence of directors

The Board has received statement of disclosures from all the Independent Directorshighlighting the fullment of all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 to qualify themselves to be appointed as Independent Directors underthe provisions of the Companies Act 2013 and the relevant rules. Every such statementsubmitted by the independent directors has been taken note of by the board.

Resignations & Appointments

During the year Mr. Suraj Bharadwaj (DIN 08351558) was appointed as an additionaldirector on 31st January 2019.

Re-appointments

Managing Director

Mr. P.C. Pantulu Managing Director was reappointed as Chairman Managing Director& CEO of the Company with effect from conclusion of the 25th Annual General Meeting upto conclusion of the 26th Annual General Meeting of the company for the year 2019-20 inthe meeting of the Board of Directors held on the 14th August 2019.

Directors

Mr. K.S. Shiva Kumar Director was re-appointed as Director-Operations and COO of theCompany with effect from conclusion of the 25th Annual General Meeting up to conclusion ofthe 26th Annual General Meeting of the company for the year 2019-20 in the meeting of theBoard of Directors held on the 14th August 2019.

Disclosures about receipt of any commission by MD /WTD from company or any commission /remuneration from the subsidiaries

The Managing Director or Whole-time directors are not in receipt of any commissionfrom the company or any remuneration or commission from the subsidiaries.

5. Remuneration Policy

Your Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration in accordance with Section 197 of the Companies Act 2013and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 (including any statutory modification(s) orre-enactment(s) for the time being in force).

The salient aspects covered in the Nomination and Remuneration Policy have beenoutlined in the Corporate Governance Report which forms part of this report.

The remuneration paid to your Directors and Managerial Personnel is in accordance withthe Nomination and Remuneration Policy thus formulated.

The information required under Section 197 (12) of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureI.

6. Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 all the Independent Directors of your Company have givendeclaration that they have met the criteria of independence as required under the Act andthe regulations.

7. Formal Annual Evaluation of Performance of the Board and its Committees

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the board evaluation framework.

The framework includes evaluation of directors on parameters such as

• Peer Evaluation

• Decision Making

• Analysis of Information

• Board Dynamics & Relationships

• Corporate Strategy

• Participation at Board Committees

The Companies Act 2013 states that a formal evaluation needs to be made by the board ofits own performance and that of its committees and individual directors. Schedule IV tothe Companies Act States that the performance evaluation of independent directors shall bedone by the entire board of directors excluding the director being evaluated.

The evaluation process has been explained in Corporate Governance Report.

8. Board Committees

Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Grievances' Committee number ofmeetings held during the year under review and other related details are set out in theCorporate Governance Report which forms a part of this Report.

The members of the board have reconstituted the committees as follows with effect from27th May 2019.

The Company in its Board meeting dated 06th August 2019 has formulated a CorporateSocial Responsibility Committee on account of Company surpassing the threshold limit onapplicability of Corporate Social Responsibility (CSR) as provided pursuant to Section 135of Companies Act 2013 the details of members of the Committee are provided below

Audit Committee
Name of the Member Designation
Mr.V.S.Roop Kumar Chairman
Ms.C.Kamakshi Bharathi Member
Mr.Suraj Bharadwaj Member
Nomination and Remuneration Committee
Ms.C.Kamakshi Bharathi Chairman
Mr.B.Srinivasa Reddy Member
Mr.V.S.Roop Kumar Member
Stakeholders Relationship Committee
Mr.B.Srinivasa Reddy Chairman
Ms.C.Kamakshi Bharathi Member
Mr.Suraj Bharadwaj Member
Corporate Social Responsibility Committee
Mr. Suraj Bharadwaj Chairman
Mrs. Kamakshi Bharathi Member
Mr. P Chandra Sekhar Member

9. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

10. Particulars of Loans Guarantees or Investments made under section 186 of theCompanies Act 2013.

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.

11. Disclosures under Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the Company is required to have anAnti- sexual harassment policy through which an Internal Complaints Committee isconstituted. The said committee meets at regular intervals to redress any complaintsreceived by the committee in these lines and after due deliberation aims at disposing othe complaints. However there has been no such complaint led within the company tilldate.

12. Signicant and material orders passed by the regulators or court

NCLT Order: During the year 2017-18 an individual and an overseas corporate hadapproached the National company Law Tribunal Hyderabad claiming amounts as financialcreditors under section 7 of the Insolvency and Bankruptcy code 2016.

The Company had made submissions before the NCLT denying the allegations and dues tothe petitioners. The NCLT Hyderabad passed orders on the 26th March 2018 admitting thepetition and appointed an Insolvency Resolution Professional thereby suspending the boardof the company.

The IRP took charge and made announcements in the news papers on the 01st May 2018inviting claims of the creditors.

The IRP also issued a notice of meeting of Committee of Creditors to be held on the21st May 2018. Meanwhile Mr. P. Chandra Sekhar one of the promoters of the Company led anappeal before the National Company Law Appellate Tribunal New Delhi (NCLAT) seeking astay on the IBC proceedings.

The NCLAT was not inclined to grant a stay and posted the matter for hearing on the21st May 2018.

Aggrieved by the order of the NCLAT not inclined to grant a stay Mr. P. ChandraSekhar approached the Honourable Supreme Court of India seeking a stay on the IBCproceedings. The Hon'ble Supreme Court granted a stay on the 18th May 2018 on the order ofthe NCLT dated 26-03-2018. us the board of the company was restored. The matter ispending adjudication before the Hon'ble Supreme Court of India.

The complainant has led his counter before the supreme court and the Company is nowpreparing its re-joinder.

Statutory Auditors have placed this aspect on emphasis of matters and also commentedthat in case the orders in this litigation are adverse the same would aeect thecontinuance of the company's operations as a going concern.

However the management is condent that the outcome of this litigation is not likely toresult in adverse orders on the basis of merits.

13. Material changes and commitments if any aecting the financial position of thecompany occurred between the end of the financial year to which these financial statementsrelate and the date of the report.

a. Search on premises by Director General of Goods and Services Tax Intelligence Unit

During the year 2018-19 the Director General of Goods and Services Tax Intelligence(DGGSTI) Hyderabad Zonal Unit conducted a search on the premises of the company theresidence of one of the promoter Mr. P.Chandra Sekhar and also the Oce of the StatutoryAuditors of the company.

The company had extended its co-operation during the search. The DGGSTI team concludedthe search on the same day and have recovered documents as declared in the panchanamadated 13th June 2018.

The company has submitted the necessary information and is awaiting orders from theDGGSTI on this matter.

b. Allotment of Shares Consequent to Conversion of Share warrants of Promoters andInvestors.

During the year the investors have subscribed to the share warrants in full.

Thus there are no share warrants pending nor did any share warrants lapse.

c. Allotment of Foreign Currency Convertible Bonds

The company had on the 10th July 2018 received subscription in full for the 1%Unsecured 10500000 Foreign Currency Convertible Bonds and has allotted 105 bonds forUSD 100000 to each bondholder thus raising an amount of USD 10500000. Five bonds wereconverted into equity shares during the year. As at 31st March 2019 100 bonds of USD100000 were outstanding and restated in accordance with the IAS.

As per the term sheet dated 8th March 2018 between the bond holders and the companyinterest is payable along with the principal only at the end of the term of v e years.

The company has remitted interest to the bond holders for the r st half of the periodon the 8th January 2019 and seeks to accrue the same for subsequent period in accordancewith the term sheet dated 22nd March 2018 and the Oeering Circular dated 08th July 2018.

14. Particulars of Contracts or Arrangements made with Related Parties.

All Contracts/arrangements/transactions entered by the company during the financialyear 2018-19 with related parties were in the ordinary course of business and on an arm'slength basis.

In this regard we draw your attention to Note 28 containing a Statement Pursuant toClause (h) of sub section 134 of the companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014 to the financial statements which sets out related partydisclosures.

15. Number of Board meetings conducted during the year under review.

The directors of the company have met four (4) times during the financial year underreview for the purposes of discussing the aair s of the company and its business thedetails of which are listed below:

Date of Meeting Time Place Meeting No Qtr
29-May-18 10.30 am Regd & Corp Oe 01/2018-19 Apr-Jun
13-Aug-18 11.00 am Regd & Corp Oe 02/2018-19 Jul-Sep
09-Nov-18 10.30 am Regd & Corp Oe 03/2018-19 Oct-Dec
07-Feb-19 10.30 am Regd & Corp Oe 04/2018-19 Jan-Mar

16. Vigil Mechanism

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.The company has also set out a whistle blower policy in terms of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 so as to ensure that thebusiness is conducted with integrity and the company's financial information is accurate.

The Policy on Vigil Mechanism and whistle blower policy may be accessed on thecompany's website.

17. Training of independent directors

Whenever new Non-executive and Independent Directors are inducted in the Board theyare introduced to our Company's culture through appropriate orientation session and theyare also introduced to our organization structure our business constitution Boardprocedures our major risks and management strategy.

18. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby conrmed.

i. That in the preparation of the Annual Accounts for the financial year ended Mar ch31 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of aair s of the Company as at the end of the financial year and ofthe prot and loss of the Company for that period.

iii. That the Directors had taken proper and su?cient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv. That the Directors had prepared the accounts for the financial year ended March 312019 on a `going concern` basis.

v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating eecti vely

vi. That systems to ensure compliance with the provision of all applicable laws were inplace and were adequate and operating eecti vely.

19. Extract of Annual Return

Form MGT 9 containing details forming part of the extract of the Annual return isannexed to this report as Annexure “III” [pursuant to the provisions of Section92 read with Rule 12 of the Companies (Management and Administration) Rules 2014].

20. Statement concerning development and implementation of Risk Management Policy ofthe company.

The Company has constituted a Risk Management Committee in the meeting of the Directorson Board held on the 28th May 2015 and the details of the risk management framework underthe purview of the Risk Management Committee of the Company has been discussed under theManagement Discussion and Analysis Report which forms a part of this report.

However this committee was dissolved as the Risk Management framework is yet notapplicable to the Company as per the statute.

21. Details of Policy developed and implemented by the company on its Corporate SocialResponsibility initiatives.

Pursuant to Section 135 of the Companies Act 2013 every Company having

• Net worth of rupees five hundred crore or more or

• Turnover of rupees one thousand crore or more or

• Net prot of rupees v e crore or more during any financial year shall constitutea Corporate Social Responsibility Committee of the Board consisting of three or moredirectors out of which at least one director shall be an independent director.

During the year on the basis of the Net Profit earned the company qualies forCorporate Social Responsibility initiatives. The company has constituted a committee forthe same (as provided under “Board's Committee” - Point No. 9 ) and plan for theCSR activities in due course.

22. Transfer of Unclaimed Dividend to Investor

Protection Fund.

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

23. Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. TheBoard of Directors have evaluated the effectiveness of the Company's internal controls andprocedures and conrm that they are adequate based on the size and the nature of itsbusiness.

24. Internal Audit

The Company has a well-established system of Internal Audit which carries out audit onRisk Management framework covering all the functions.

25. Auditors and Auditors report

Statutory Auditors

M/s P. Murali & Co Chartered Accountants were appointed as Statutory Auditorsfrom the conclusion of previous Annual General meeting until the upcoming annual generalmeeting. It is now proposed to re-appoint them as Statutory Auditors from the commencementof the ensuing Annual General Meeting till the conclusion of the next Annual GeneralMeeting. The Company has received a certicate from M/s P Murali & Co. to the effectthat if reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

As required above the Board has after considering the recommendations of the AuditCommittee incorporated a suitable resolution for your consideration and approval in thenotice calling the ensuing Annual General Meeting of the Company.

Secretarial Auditor

The Board has now appointed M/s CAS & Associates Practising Company SecretariesHyderabad to conduct Secretarial Audit for the financial year 2019-20. The Secr etarialAudit report as issued by M/s CAS & Associates for the financial year ended March 312019 is annexed herewith in Annexure-IV.

26. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo.

The detailed information as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished underAnnexure “V” as attached to this report.

27. Management Discussion and Analysis

Management Discussion and Analysis Report forms a part of the Annual Report

28. Explanation or comments on qualications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports

The Statutory Auditor's report has laid emphasis of matter on the IBC proceedings andthe impact on the going concern assumption.

The management claries that the transaction does not pertain to the company as thecompany is not a party to either loan agreement or settlement deed presented by the saidfinancial cr editors before the NCLT.

Thus the going concern assumption is considered appropriate by the management and thefinancial statements have been prepared by applying normal principles of recognition andmeasurement.

The Secretarial Audit Report does not contain any qualication reservation or adverseremark.

29. Shares

Buy back of Securities : The Company has not bought back any of its securitiesduring the financial year under review.

Sweat Equity : The Company has not issued any Sweat Equity Shares during thefinancial year under review.

Bonus Shares : No Bonus Shares were issued during the financial year under review.

Employees Stock Option Plan: The Company has not provided for any Stock Options toits employees during the financial year under review.

30. Disclosures

Changes in Board & Board Committees

During the year the board has appointed Mr. Suraj Bharadwaj as an Additional Director(DIN: 08351558) on 31st January 2019 by way of Circular Resolution and the same was takennote of by the Board of Directors in their meeting dated 07th February 2019.

Disclosures pertaining to the mandatory committees constituted by the Board for specicpurposes has been included in the Corporate Governance Report which forms a part of theAnnual report. Thus the information pertaining to the composition of the board and numberof meetings held by the committees such as Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee are covered in there.

31. Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 a separate report on corporate governance has been included in thisAnnual Report in Annexure VI together with a certicate from the Practicing CompanySecretary regarding compliance of conditions of Corporate Governance.

All Board members and senior management personnel have armed compliance with the Codeof Conduct for the year 2018-19. A declaration to this eeect signed by the ManagingDirector of the Company is contained in this Annual Report.

32. Acknowledgement

Your Directors place on record their sincere thanks to their employees bankersbusiness associates consultants Legal Advisors and various government authorities fortheir continued support extended to your Company's activities during the financial yearunder review. Your Directors also acknowledge gratefully for your support and for thecondence reposed on this Company.

For and on behalf of the Board of Directors
P.C.Pantulu P.Chandra Sekhar
Managing Director Whole time director
DIN 01583136 DIN 01647212
Date: 14-08-2019
Place: Hyderabad