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Cybertech Systems & Software Ltd.

BSE: 532173 Sector: IT
NSE: CYBERTECH ISIN Code: INE214A01019
BSE 09:35 | 25 Jun 142.25 2.85
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140.80

HIGH

143.00

LOW

140.65

NSE 09:24 | 25 Jun 140.65 1.20
(0.86%)
OPEN

140.65

HIGH

142.05

LOW

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OPEN 140.80
PREVIOUS CLOSE 139.40
VOLUME 6807
52-Week high 182.00
52-Week low 38.50
P/E 25.04
Mkt Cap.(Rs cr) 393
Buy Price 142.45
Buy Qty 2.00
Sell Price 142.85
Sell Qty 2.00
OPEN 140.80
CLOSE 139.40
VOLUME 6807
52-Week high 182.00
52-Week low 38.50
P/E 25.04
Mkt Cap.(Rs cr) 393
Buy Price 142.45
Buy Qty 2.00
Sell Price 142.85
Sell Qty 2.00

Cybertech Systems & Software Ltd. (CYBERTECH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 25th AnnualReport on the business and operations of your Company together with the Audited FinancialStatements and the Auditors' Report for the Financial Year ended March 31 2020.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 312020 is summarized below: -

(Rs. in Millions)

Particulars Consolidated Standalone
2019-20 2018-19 2019-20 2018-19
Gross Revenue 1191.60 1031.09 683.48 601.41
Profit before Interest & Depreciation 245.19 198.72 185.89 133.08
Finance costs 5.06 10.91 4.86 10.91
Depreciation 63.38 65.69 43.77 47.21
Profit before tax 176.75 122.12 137.26 74.96
Tax Expense 44.51 19.82 31.35 19.82
Profit after tax 132.24 102.30 105.91 55.14
Other comprehensive income (net of taxes) 8.69 2.59 (3.40) (1.21)
Total comprehensive income for the year 140.93 104.89 102.51 53.93

FINANCIAL PERFORMANCE OVERVIEW

 

CyberTech Consolidated Financial Performance:

• The Company registered total income of Rs. 1191.6 million forthe year ended March 31 2020 as compared to Rs. 1031.1 million for the year ended March31 2019 reacting a growth of 15.6%.

• Operating revenue for the year under review was Rs. 1128.2million as compared to Rs. 967.6 million in the previous year reacting an increase of16.6%.

• The company earned a net profit of Rs. 132.2 million for theyear ended March 31 2020 as compared to profit of Rs. 102.3 million for the year ended

March 31 2019 reacting an increase of 29.3%

• This growth can be attributed to the US business whichconstitutes 94% of our revenue.

• Our Company reported a Comprehensive income of Rs. 140.9 millionfor FY20 as against 104.9 million in FY19 reflecting a growth of 34.3% over the previousyear.

CyberTech Standalone Financial Performance:

• The Company registered total revenue of Rs. 683.5 million forthe year ended March 31 2020 as compared to Rs. 601.4 million for the year ended March31 2019 reacting a growth 6of 13.7%.

• Operating revenue for the year under review was Rs. 621.5million in line with Rs. 538.2 million in the previous year reflecting a growth of 15.5%.

• Other income for the year under review was Rs. 62.0 million ascompared to Rs. 63.2 million in the previous year.

• The profit after tax for the year under review was Rs. 105.9million as against Rs. 55.1 million in the previous year reflecting an increase of 92.2%.

• The Comprehensive income for FY20 is Rs. 102.51 million asagainst 53.93 million reported in FY19 reflecting a growth of 90.1% over the previousyear.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a dividend @10% (Rs. 1/- perEquity Share of `10/- each) for the Financial Year 2019-20 subject to the approval ofshareholders at the ensuing Annual General Meeting. If approved the total dividend payoutfor the year under review will be 10% amounting to Rs. 27.5 Million.

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has adopted and implemented Indian Accounting Standards("Ind AS") in accordance with Companies (Indian Accounting Standards) Rules2015 with effect from April 01 2017 as prescribed by Ministry of Corporate AffairsGovernment of India vide circular dated February 16 2015.

The consolidated financial statements of the Company including itswholly owned US subsidiaries are prepared in accordance with Ind AS 110 (Consolidation ofAccounts) as prescribed by the Institute of Chartered Accountants of India and incompliance with the terms of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 [SEBI (LODR) Regulations 2015] as amended from time to time.Together these comprise part of the Annual Report and Accounts. The summarizedconsolidated results are given alongside the _financial results of your Company.

WHOLLY OWNED SUBSIDIARIES IN USA

The Company owns 100% interest in CyberTech Systems and Software Inc.USA (CSSI) which was incorporated on June 12 2003 the results of CSSI are consolidatedherein.

Spatialitics LLC new wholly-owned subsidiary of CyberTech specializesin providing Spatial Analytics Products and Platforms. With a focus on embedding industryspecific location intelligence into enterprise data to deliver unique insightsSpatialitics is transforming the way organizations take decisions to achieve operationalexcellence and profitable growth. The results of Spatialitics are consolidated herein.

The Statement in Form AOC-1 containing salient features of thefinancial statements of Company's Subsidiaries is attached as Annexure Ito the _financial statements of the Company.

BUSINESS OPERATIONS OVERVIEW

The COVID-19 outbreak has pushed the world into an uncharted territory.CyberTech is committed to assist all fellow citizens and everyone at CyberTech rose toassist the Company.

CyberTech sees esri R ArcGIS cloud services and SAP RS/4HANA Move as great opportunities for going forward and continues to focus on deepeningrelationships with esriR and SAPR . CyberTech became the First esri RPartner to be awarded the ArcGIS Cloud Service Specialty designation. This Specialtydesignation recognizes CyberTech's expertise high standards and best practices fordriving the esriR Geospatial Cloud.

The world is moving towards digital infrastructure - the Cloud andSaaS based apps. This also offers a great opportunity. We continue to enjoy strong supportfor our Clients and we have an impeccable market reputation of the quality of our productsand services.

On Spatialitics front we have made significant progress and releasedthe Cloud ready version of our Public Safety product GeoShield R which isbeing beta tested by our lighthouse partners.

The Company will remain focused on following areas:

• Cash flow management and continuous cash generation from operations

• Supporting our customers through this pandemic

• SAPR S/4Hana and Cloud migration

• Delivery of esriR Managed Cloud Services

• Sales and marketing of Spatialitics Products through direct and through partnerchannels.

BUSINESS OUTLOOK

Geospatial industry is on track to align itself with the mainstreamtechnologies. Mainstreaming of the geospatial market has increased the demand forgeospatial content and solutions across governments businesses and consumers.

CyberTech is positioned rightly to transform itself from success toleadership. Over last few years it has made significant investments in its research anddevelopment activities to stay competitive for future growth. The Company continued toremain focused on the Public sector and Enterprise SAP R and GIS customtechnology applications.

Spatialitics LLC newly incorporated wholly-owned subsidiary ofCyberTech is focusing on growth opportunities in the US market. Management is of opinionthat Spatialitics Platform will provide a fabric for CyberTech to rapidly create specificspatial offerings for Company and its channel partners as a core part of their respectivego-to-market strategies adding value to the Company in the long run.

In terms of strategic alliances and partnership CyberTech continues towork with existing alliances such as Cisco R SAPR MicrosoftR IBMR and esriR . It is expected that with the help of thesealliances and partnerships Company will continue to lead business and revenue growth andincreasing profitability with a continued focus on offshore revenue going forward.

SHARE CAPITAL

During the year under review there is no change in the paid-up sharecapital of the Company. During the year under review the Company has not issued anyshares with differential voting rights or by way of rights issue or Sweat Equity shares orshares under ESOP. Further it has not provided any money to its employees for purchase ofits own shares hence the Company has nothing to report in respect of Rule 4(4) Rule 12(9)and Rule 16 of the Companies (Share Capital & Debentures) Rules 2014.

The Board of Directors at their meeting held on June 17 2020 during FY2020-21 allotted 28000 equity shares to the employees on exercise of their employee stockoptions under ESOP Scheme of the Company. Post this allotment paid-up share capital ofthe Company increased to Rs. 275435930 (27543593 Equity Shares of Rs. 10 each).

DEPOSITS:

During the year under review no deposits were accepted by the Companywithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties in terms ofSection 2(76) and Section 188 of the Companies Act 2013 Rules issued there under readwith Regulation 2(zc) and Regulation 23 of the SEBI (LODR) Regulations 2015 during theFinancial Year were in the nature exempted being transactions between the Company and its100% Subsidiaries or in accordance with the approval obtained from the Members of theCompany as the case may be. During the Financial Year 2019-20 the Company did not enterinto materially significant transactions with Promoters Key Managerial Personnel or otherrelated parties. The details of the related party transactions as required under Ind AS-24are set out in Note No. 35 to the consolidated financial statements forming part of thisAnnual Report and disclosed vide form AOC-2 has been appended as Annexure IIpursuant to Section 134(3)(h) of the Companies Act 2013 and rules made there under. Thepolicy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.cybertech.com and can be accessed at http://www.cybertech.com/investors/corporatepolicies.aspx. The policy on Related Party Transactions is reviewed at regularintervals in accordance with Regulation 23 of the SEBI (LODR) Regulations 2015.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN ANDSECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not granted any loan guarantee or provided securitiesto any person. The Company has not made any investment other than in its wholly ownedsubsidiaries. The details of which are given in the Notes to Financial Statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of any businessand is committed to manage the risk in a proactive and efficient manner. Your Company hasRisk Management Policy in place. The Policy provides for a risk management framework toidentify and assess all kinds of risks such as operational strategic resourcessecurity industry regulatory & compliance and other risks and put in place anadequate risk management infrastructure capable of addressing these risks. The riskmanagement process is regularly reviewed to refine the processes and incorporate evolvingbest practices.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGAND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are given in AnnexureIII forming part of this Report.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions of theCompanies Act 2013 read with the Rule 6 of the Companies (Meeting of Boards and itsPowers) Rules 2014 issued thereunder the Board of Directors at their meeting held onSeptember 30 2014 formulated the Nomination and Remuneration Policy of your Company onthe recommendations of the Nomination and Remuneration Committee and further aligned withthe Regulation 19 of the SEBI (LODR) Regulations 2015. The salient aspects covered in theNomination and Remuneration Policy with respect to the appointment and remuneration ofDirectors Key Managerial Personnel Senior Management and other matters have beenoutlined in the Corporate Governance Report which forms part of this Report. Theinformation required under Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of your Company is set out in MGT–9 as Annexure V.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining a secure workenvironment where its employees agents vendors and partners can work and pursue businesstogether in an atmosphere free of harassment exploitation and intimidation. To empowerwomen and protect women against sexual harassment a policy for prevention of sexualharassment has been rolled out and the Internal Committee (ICC) as per legal guidelineshas been set up at respective offices of the Company. All employees (permanentcontractual temporary trainees) and applicable complainant(s) are covered under thispolicy. This policy allows employees to report sexual harassment if any at the workplaceand the Company conducts regular awareness programs in this regard. The Internal Committeeis empowered to look into all complaints of sexual harassment and facilitate free and fairenquiry process with clear timelines.

During the year 2019-20 no complaints were received from ouroffices in Thane & Pune in connection with Sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34 of SEBI (LODR) Regulations 2015 is presented ina separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance is provided together with a Certificate from theSecretarial Auditors of the Company regarding compliance of conditions of CorporateGovernance. A Certificate of the CFO of the Company in terms of SEBI (LODR) Regulations2015 inter alia confirming the correctness of the financial statements and cash flowstatements adequacy of the internal control measures and reporting of matters to theAudit Committee Certificate of Compliance of Code of Conduct and Certificate ofNon-Disqualification of Directors are also enclosed with Report of Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vish Tadimety Director of the Company retires by rotation at theensuing Annual General Meeting pursuant to the provisions of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of the Company and being eligible has offered himself forre-appointment. The brief resume of Mr. Vish Tadimety and other information underRegulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointmenthas been provided in the Notice convening 25th AGM. Your Directors recommendhis re-appointment. Pursuant to the provisions of Section 149 of the Act Mr. M.P.Bharucha Mr. Sudhir Joshi Dr. N L Sarda Dr. Shreepad Karmalkar and Ms. Angela C.Wilcox the Independent Directors of the Company have submitted a declaration that each ofthem meets with the criteria of independence as provided in Section 149(6) of the Act andthere has been no change in the circumstances which may affect their status to continue asan independent director on the Board of Directors of the Company. The members of theCompany at the 24th Annual General Meeting vide special resolution(s) pursuantto the provisions of sections 149 152 and other applicable provisions if any of theCompanies Act 2013 (the Act) and the Rules framed there under read with Schedule IV tothe Act as amended from time to time re-appointed Mr. M.P. Bharucha Mr. Sudhir JoshiDr. N L Sarda and Dr. Shreepad Karmalkar Independent Directors of the Company for furtherperiod of five years commencing from September 29 2019 to September 28 2024.

Our Secretarial Auditor M/s. S. Anantha & Ved LLP (LLP IN : AAH8229) Company Secretaries have certified that none of the Directors on the Board of theCompany have been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India Ministry of Corporate Affairsor any such other Statutory Authority. The Certificate to this effect has been enclosed asEnclosure III to the Report on Corporate Governance.

The Ministry of Corporate Affairs with the objective of strengtheningthe institution of Independent Directors has launched the Independent Directors Databankon December 01 2019 in accordance with the provisions of the Companies Act 2013 bynotification of Companies (Creation and Maintenance of databank of Independent Directors)Rules 2019. This is to confirm that all the Independent Directors have registeredthemselves pursuant to said Notification.

Mr. Sudhir Joshi Independent Director of the Company is also appointedon the Board of CyberTech Systems & Software Inc. USA and Spatialitics LLC USAwholly-owned subsidiaries of the Company with effect from April 01 2019 pursuant toamended regulation 24 (1) of SEBI (LODR) Regulations 2015 Presently Mr. RamasubramanianSankaran Executive Director Mr. Praveen Agarwal – Chief Financial Officer and Ms.Sarita Leelaramani Company Secretary & Compliance Officer are the Key ManagerialPersonnel of your Company in accordance with the provisions of sections 2(51) and 203 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four (04) Board Meetings were held viz.May 09 2019; August 12 2019; November 12 2019; and February 03 2020. The details ofthe meetings of the Board and its committees are set out in the Corporate GovernanceReport which forms part of this Report. In terms of requirements of Schedule IV of theCompanies Act 2013 a separate meeting of Independent Directors was held on March 122020 primarily to evaluate performance of non-independent directors the Chairman of theCompany and the board as a whole taking into account the views of executive directors andnon-executive directors.

PERFORMANCE EVALUATION OF DIRECTORS

In terms of the provisions of the Companies Act 2013 read with Rulesissued thereunder and the SEBI (LODR) Regulations 2015 the Board of Directors hascarried out the annual performance evaluation of the entire Board Committees and all theDirectors based on the criteria laid down by the Nomination and Remuneration Committee. Incompliance with the requirements under Regulation 25(3) of Securities and Exchange Boardof India ( LODR) Regulations 2015 a meeting of Independent Directors was held on March12 2020 primarily to evaluate performance of non-independent directors the Chairman ofthe Company and the board as a whole taking into account the views of executive directorsand non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

The annual performance evaluation of the entire Board Committees andall the Directors are based on the criteria laid down by the Nomination and RemunerationCommittee which was conducted at the Board Meeting held on February 03 2020.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is dulyconstituted in accordance with the provisions of Sections 177 (8) of the Companies Act2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers)Rules 2013 and Regulation 18 of SEBI (LODR) Regulations 2015 which consists of thefollowing Members:

Name Designation
1 Mr. Sudhir Joshi Chairman Independent Director
2 Dr. N.L. Sarda Member Independent Director
3 Dr. Shreepad Karmalkar Member Independent Director

All the recommendations of the Audit Committee during the year wereaccepted by the Board of Directors of the Company. For further details please refer theCorporate Governance Report forming part of the Annual Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees to report concerns or grievancesabout unethical behavior. No person has been denied access to the Chairman of the AuditCommittee. The vigil mechanism also provides adequate safeguards against victimisation ofpersons who use such mechanism. The said policy has been uploaded on the website of theCompany http://www.cybertech.com/investors/corporate_policies.aspx

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

A brief extract on the Company's policy on directors'appointment and remuneration and other matters provided in Section 178(3) of the Act hasbeen disclosed in the Corporate Governance Report which is a part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) AND SECTION 134 (5) OF THE COMPANIES ACT 2013

In terms of Section 134(3) (c) of the Companies Act 2013 to the bestof their knowledge and belief and according to the information and explanations obtainedby them your Directors state and confirm that:

i) In the preparation of the annual financial statements for the yearended March 31 2020 the applicable accounting standards read with the requirements setout under Schedule III to the Act have been followed along with proper explanationrelating to material departures if any;

ii) Such accounting policies as mentioned in the notes to the FinancialStatements for the year ended March 31 2020 have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2020 and of theProfit of the Company for the year ended on that date;

iii) Proper and sufficient care has been taken for 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) The annual financial statements for the year ended March 31 2020have been prepared on a going concern basis;

v) Proper internal financial controls are followed by the Company andthat such financial controls are adequate and are operating effectively; and

vi) Proper systems to ensure compliance with the provisions of allapplicable laws are in place and such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. Bagaria & Co. LLP Chartered Accountants (Firm RegistrationNo.: 113447W) have been appointed as Statutory Auditors of the Company for a period of 5(Five) years from the conclusion of 22nd Annual General Meeting till theconclusion of 27th Annual General Meeting by the shareholders of the Company.The Statutory Auditors have confirmed their eligibility and necessary certificates asrequired under the Act have been received from them.

Pursuant to notification of the Companies (Amendment) Act 2017 on May7 2018 the requirement of ratification of appointment of the Statutory Auditors by themembers is no longer required.

Details of fees paid to the statutory auditors are provided under theCorporate Governance Report.

With respect to all entities in the network firm/network entity ofwhich the statutory auditor is a part: None AUDITOR'S REPORT

During the Financial Year under review there are no qualificationsreservations or adverse remarks or disclaimers made by the Statutory Auditors on thefinancial statements of the Company.

The Statutory Auditors of the Company have not reported any fraud asspecified under the second proviso of Section 143(12) of the Companies Act 2013(including any statutory modification(s) or re-enactment for the time being in force).

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013read with Rule 13 of Companies (Accounts) Rules 2014 the Board of Directors hadappointed M/s. Desai Associates Chartered Accountants (Firm Registration No. 102286W) asInternal Auditors of the Company for F.Y. 2019-20 and their reports were reviewed by theAudit Committee and the Board on periodical basis.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors had appointed M/s. S. Anantha & Ved LLP (LLP IN : AAH8229) Company Secretaries Mumbai as Secretarial Auditors to conduct the SecretarialAudit of the Company for F.Y. 2019-20. The Secretarial Audit Report is annexed herewith asAnnexure IV to this Report.

The Secretarial Audit Report does not contain any qualificationreservation disclaimer or adverse remark.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR)Regulations 2015 the Company needs to formally arrange Familiarization Programme forIndependent Directors to familiarize them with their role rights and responsibility asDirectors the working of the Company nature of the industry in which the Companyoperates business model etc. The details are mentioned in the Report on CorporateGovernance which forms part of this annual report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT- 9 in accordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is annexed as Annexure V

CORPORATE SOCIAL RESPONSIBILITY

Your Company always believes in operating and conducting its businessin a socially responsible way. This belief forms the core of the CSR policy of the Companyto focus on holistic development of its host community and immediate social andenvironmental surroundings qualitatively. Hence in accordance with the requirements ofSection 135 of the Companies Act 2013 your Company has constituted a Corporate SocialResponsibility Committee ("CSR Committee"). The composition and terms ofreference of the CSR Committee are provided in Corporate Governance Report. The Companyhas framed its CSR policy which is available at http://www.cybertech.com/investorscorporate_policies.aspx Annual Report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 has been appended as AnnexureVI to this report. During the year under review the Company has spent `13.25Lakhs towards Corporate Social Responsibility.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedurescommensurate with its size and nature of operations. The internal control systems aredesigned to provide a reasonable assurance over reliability in financial reporting ensureappropriate authorization of transactions safeguarding the assets of the Company andprevent misuse/ losses and legal compliances. The comprehensive Internal Financial Controlpolicy along with the effective Internal Audit System help the Company in achievingorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Internal control system includes a well defined delegation ofauthority and a comprehensive Management Information System coupled with quarterly reviewsof operational and financial performance a well structured budgeting process with regularmonitoring of expenses and Internal audit. The Internal Audit reports are periodicallyreviewed by the management and the Audit Committee and necessary improvements areundertaken if required.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are also provided in Annexure VIIof the Report.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules areprovided in the Report and forms part of this Report. However having regard to theprovisions of the first proviso to Section 136(1) of the Act and as advised the AnnualReport excluding the aforesaid information is being sent to the members of the Company asthe said information is available for inspection at the registered office of the Companyduring working hours and any member interested in obtaining such information may write tothe Company Secretary at cssl.investors@cybertech.com and the same will be furnished onrequest.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no Significant or material orders passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operationsfor the Financial Year 2019-20.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OFINDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI.

EMPLOYEES STOCK OPTION PLAN (ESOP)

During F.Y. 2019-20 there has been no change in the Employee StockOption Plan 2014 of the Company. The ESOP Scheme is in compliance with the SEBI (ShareBased Employee Benefits) Regulations 2014 (‘the SBEB Regulations') Disclosurespertaining to the ESOP Scheme pursuant to the SBEB Regulations are provided as AnnexureVIII.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review or the said items are not applicable to the Company:

1. Cost Audit;

2. Issue of equity shares with differential rights as to dividendvoting or otherwise; and

3. There are no material changes and commitments affecting thefinancial position of the Company which have occurred in the financial year 2019-20.

ANNEXURES FORMING PART OF BOARD'S REPORT

The Annexures referred to in this Report and other information whichare required to be disclosed are annexed herewith and form part of this Report:

Annexure Particulars
I Form AOC-1 Particulars of Subsidiary
II Form AOC-2 Disclosure of particulars of contracts/arrangements entered into by the company with related parties
III Information with respect of energy conservation technology absorption foreign exchange earnings and outgo
IV Form MR-3 Secretarial Audit Report
V MGT – 9 Extract of the Annual Return
VI Report on Corporate Social Responsibility
VII Particulars of employees Disclosure pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
VIII ESOP Disclosure

CAUTIONARY STATEMENT

Statements in the Boards' Report and the Management Discussion& Analysis Report describing the Company's objectives expectations or forecastsmay be forward-looking within the meaning of applicable securities laws and regulations.Actual results may differ materially from those expressed in the statement. Importantfactors that could influence the Company's operations include global and domesticdemand and supply conditions of Information Technology related services changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sinceregratitude to the various departments of the Central and State Government(s)Company's Bankers clients media and business constituents for their valuableassistance and support. The Directors also acknowledge the continued support received frominvestors and shareholders and the confidence reposed by them. The Directors also recordtheir appreciation for the sincere and dedicated services rendered by all the employees ofthe Company.

For and on behalf of the Board of Directors
CyberTech Systems and Software Ltd.
Sd/-
Vish Tadimety
Place : Trevose PA Chairman
Date : August 12 2020 DIN: 00008106