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Cybertech Systems & Software Ltd.

BSE: 532173 Sector: IT
NSE: CYBERTECH ISIN Code: INE214A01019
BSE 00:00 | 07 Oct 144.10 1.15
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143.80

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146.60

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140.90

NSE 00:00 | 07 Oct 144.10 1.20
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OPEN 143.80
PREVIOUS CLOSE 142.95
VOLUME 4532
52-Week high 245.70
52-Week low 115.55
P/E 35.67
Mkt Cap.(Rs cr) 409
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 143.80
CLOSE 142.95
VOLUME 4532
52-Week high 245.70
52-Week low 115.55
P/E 35.67
Mkt Cap.(Rs cr) 409
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members of

CyberTech Systems and Software Limited

Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements andthe Auditors' Report for the Financial Year ended March 312021.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2021 issummarized below: -

(Rs. in Millions)
Particulars

Consolidated

Standalone

2020-21 2019-20 2020-21 2019-20
Gross Revenue 1247.85 1191.60 733.14 683.48
Profit before Interest & Depreciation 297.20 245.19 159.34 185.89
Finance costs 3.50 5.06 2.40 4.86
Depreciation 66.70 63.38 56.28 43.77
Profit before tax 227.00 176.75 100.66 137.26
Tax Expense (13.88) 44.51 (56.25) 31.35
Profit after tax 240.88 132.24 156.91 105.91
Other comprehensive income (net of taxes) (10.01) 8.69 (3.29) (3.40)
Total comprehensive income for the year 230.87 140.93 153.62 102.51

FINANCIAL PERFORMANCE OVERVIEW

CyberTech Consolidated Financial Performance:

The Company registered total income of Rs. 1247.9 million for the yearended March 31 2021 as compared to Rs. 1191.6 million for the year ended March 312020reflecting an increase of 4.7%.

• Operating revenue for the year under review was Rs. 1178.0 million as comparedto Rs. 1128.2 million in the previous year reflecting an increase of 4.4%.

• The Company reported EBITDA of Rs. 297.2 million for the year ended March 312021 as compared to Rs. 245.2 million for the year ended March 31 2020 reflecting anincrease of 21.2%.

• EBITDA Margin for the year under review was 23.8% as compared to 20.6% in theprevious year reflecting an increase of 320 bps.

• The company earned a net profit of Rs. 240.9 million for the year ended March31 2021 as compared to profit of Rs. 132.2 million for the year ended March 312020reflecting an increase of 82.2%.

• This growth can be attributed to growth in US business which constitutes 94% ofour revenue.

• Our Company reported a Comprehensive income of Rs. 230.9 million for the yearunder review as compared to Rs. 140.9 million in the previous year reflecting an increaseof 63.9%.

CyberTech Standalone Financial Performance:

The Company registered total revenue of Rs. 733 million for the year endedMarch 312021 as compared to Rs. 683.5 million for the year ended March 312020reflecting an increase of 7.2%.

• Operating revenue for the year under review was Rs. 678.0 million as compared toRs. 621.5 million in the previous year reflecting an increase of 9.1%.

• The profit after tax for the year under review was Rs. 156.9 million as againstRs.105.9 million in the previous year reflecting an increase of 48.2%.

• The Comprehensive income for FY21 was Rs. 153.6 million as compared to Rs. 102.5million in FY20 reflecting an increase of 49.9%.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a dividend @10% ( Rs. 1/- per Equity Share ofRs.10/- each) for the Financial Year 2020-21 subject to the approval of shareholders atthe ensuing Annual General Meeting. If approved the total dividend payout for the yearunder review will be amounting to Rs. 27.6 Million.

No amount was transferred to General Reserves for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has adopted and implemented Indian Accounting Standards ("IndAS") in accordance with Companies (Indian Accounting Standards) Rules 2015 witheffect from April 012017 as prescribed by Ministry of Corporate Affairs Government ofIndia vide circular dated February 16 2015.

The consolidated financial statements of the Company including its wholly owned USsubsidiaries are prepared in accordance with Ind AS 110 (Consolidation of Accounts) asprescribed by the Institute of Chartered Accountants of India and in compliance with theterms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015[SEBI (LODR) Regulations 2015] as amended from time to time. Together these comprisepart of the Annual Report and Accounts. The summarized consolidated results are givenalongside the financial results of your Company.

WHOLLY OWNED SUBSIDIARIES IN USA

The Company owns 100% interest in CyberTech Systems and Software Inc. USA (CSSI) andSpatialitics LLC USA the results of the said subsidiaries are consolidated herein.

The Statement in Form AOC-1 containing salient features of the financial statements ofCompany's Subsidiaries is attached as Annexure I to the financial statements of theCompany.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

In 2020 the Covid-19 pandemic impacted the growth across industries and sectors aroundthe globe and CyberTech was no exception to it. However at the start of 2021 businessesstarted coming back to normalcy aided by a speedy vaccination rollouts and increaseddemand momentum. The pandemic has accelerated the pace of cloud transformation across theglobe which is the core focus area for Cybertech and thus creating huge opportunities forthe company. Cloud transformation market has observed phenomenal growth over past 2-3years and is set to grow manifold by 2030. The Company witnessed growth in most of the keyverticals and industries it operates. Cloud revenues are at the centre of our growth.

Cloud and digital transformation have become a necessity in this pandemic era. Thecloud industry is projected to see huge growth and our Company's strategy is focusedtowards enterprise cloud transformation; and we are perfectly positioned to be part ofthis growth.

SAP continues to play a key role in our cloud transformation strategy. Our HANA GeoDBmigration offerings continued to gain traction through our partnership with the SAPDatabase Migration Factory.

Our Managed ArcGIS Cloud Services offerings are gaining substantial growth traction.The Company won three deals during the year. These deals ensure substantial recurringrevenue over a long period of time. We are in the advance stages of discussion withseveral other potential customers. Our industry leading offering is unique due to thedepth of our experience in providing security expertise coupled with cloud management.

Our deal pipeline is strong for our three key offerings - SAP S/4HANA and SAP CloudOfferings Managed ArcGIS Cloud Services and Spatialitics Cloud Software Solutions. Wewill continue to invest in these offerings as well as our digital marketing capabilitiesthat have started helping us in demand generation. We will continue to invest in acquiringtalent and building a world-class digital work environment that will help our workforce todeliver from anywhere without making any compromise on the quality.

Our US-based subsidiary Spatialitics LLC is growing and is cloud native. The newerversion of Spatialitics GeoShield product is capable of integrating multiple disparatedata sources including video camera streams coming from different camera sources on areal time basis.

We are witnessing strong demand from our existing as well as new customers forGeoShield products. Spatialitics Utilities and Spatialitics Health product suites are alsoseeing increased demand. We are in discussion with various US water utilities aboutimplementing Spatialitics Utilities product suite.

Our ongoing strategy of building and nurturing long standing relationships with ourcustomers helped us to deliver solid results in these uncertain times. FY2021 revenuestood at Rs. 1248 million. EBITDA grew by 21% to Rs. 297 million and PAT grew by 82% toRs. 241 million. The performance demonstrates the operational efficiency and maturity thatthe company accomplished over the past year. We retained our strong balance sheet with nodebt and continue to generate decent cash flow.

The United States continued to be the major revenue contributor with a contribution of94% towards operating revenue while 6% accounted for India. We are proud to have been aGold Sponsor for the Esri Infrastructure Management and GIS (IMGIS) Conference this year.And in terms of strategic alliances and partnership CyberTech continues to work withexisting alliances such as SAP Microsoft and Esri. It is expected that with thehelp of these alliances and partnerships Company will continue to lead business andrevenue growth and increasing profitability with a continued focus on offshore revenuegoing forward.

Our CyberTech colleagues are responsible for achieving these results in such anuncertain year. We believe that human capital is the greatest asset and we will continueto take measures to attract nurture and retain talent.

RESPONSE TO COVID-19

a. Health and safety

At CyberTech our top priority is to ensure health and well-being of all ourstakeholders.

b. Employees

• Vaccination drives organised at Thane and Pune locations for our employeewell-being and safety.

• Covid Helpline - Continuous engagement with employees through multiplecommunication channels and educating people on maintenance of safety and social distancingduring the pandemic and constant support throughout the COVID disruption including safetytrainings.

c. Ensuring Business Continuity for Customers

In response to the lockdowns the Company created COVID-19 response task force tosupport our customers in March 2020 and to ensure business continuity working remotelyfrom the safety of homes and providing uninterrupted support services to customersworldwide. We are pleased to report that we have graduated from "Work from Home"to "Engaged and Successful from Home".

SHARE CAPITAL

During the year under review the Company has:

Issued and allotted 83500 Equity Shares under Employee Stock Option Scheme (ESOP) tothe employees of the Company and its subsidiary company. As a result of the aboveallotment the paid-up Share capital of the Company increased from Rs. 275155930/-comprising of 27515593 Equity Shares of Rs. 10/- each as on March 31 2020 to Rs.275990930/- comprising of 27599093 Equity Shares of Rs. 10/- each as on March 312021.The said allotment resulted in increase of Securities Premium account of the Company byRs. 14.86 lakhs.

The Board of Directors at their meeting held on May 13 2021 during FY 2021-22 allotted37200 equity shares to the employees on exercise of their employee stock options underESOP Scheme of the Company. Post this allotment paid-up share capital of the Companyincreased to Rs. 276362930/- (27636293 Equity Shares of Rs. 10 each).

The Company has not issued any shares with differential voting rights or by way ofrights issue or Sweat Equity shares. Further it has not provided any money to itsemployees for purchase of its own shares hence the Company has nothing to report inrespect of Rule 4(4) and Rule 16 of the Companies (Share Capital & Debentures) Rules2014

DEPOSITS:

During the year under review no deposits were accepted by the Company within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties in terms of Section 2(76) andSection 188 of the Companies Act 2013 Rules issued thereunder read with Regulation 2(zc)and Regulation 23 of the SEBI (LODR) Regulations 2015 during the Financial Year were inthe nature exempted being transactions between the Company and its 100% Subsidiaries orin accordance with the approval obtained from the Members of the Company as the case maybe. During the Financial Year 2020-21 the Company did not enter into materiallysignificant transactions with Promoters Key Managerial Personnel or other relatedparties. The details of the related party transactions as required under Ind AS-24 are setout in Note No. 36 to the consolidated financial statements forming part of this AnnualReport and disclosed vide form AOC-2 has been appended as Annexure II pursuant toSection 134(3)(h) of the Companies Act 2013 and rules made thereunder.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and can be accessed at http://www.cvbertech.com/investors/corDoratepolicies.asDx.The policy on Related Party Transactions is reviewed at regular intervals in accordancewith Regulation 23 of the SEBI (LODR) Regulations 2015.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013

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

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of any business and is committedto manage the risk in a proactive and efficient manner. Your Company has Risk ManagementPolicy in place. The Policy provides for a risk management framework to identify andassess all kinds of risks such as operational strategic resources security industryregulatory & compliance and other risks and put in place an adequate risk managementinfrastructure capable of addressing these risks. The risk management process is regularlyreviewed to refine the processes and incorporate evolving best practices.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure IIIforming part of this Report.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions of the Companies Act2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules 2014issued thereunder the Board of Directors at their meeting held on September 30 2014formulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee and further aligned with the Regulation 19 ofthe SEBI (LODR) Regulations 2015. The salient aspects covered in the Nomination andRemuneration Policy with respect to the appointment and remuneration of Directors KeyManagerial Personnel Senior Management and other matters have been outlined in theCorporate Governance Report which forms part of this Report.

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

Your Company is committed to creating and maintaining a secure work environment whereits employees agents vendors and partners can work and pursue business together in anatmosphere free of harassment exploitation and intimidation. To empower women and protectwomen against sexual harassment a policy for prevention of sexual harassment has beenrolled out and the Internal Committee (ICC) as per legal guidelines has been set up atrespective offices of the Company. All employees (permanent contractual temporarytrainees) and applicable complainant(s) are covered under this policy. This policy allowsemployees to report sexual harassment if any at the workplace and the Company conductsregular awareness programs in this regard. The Internal Committee is empowered to lookinto all complaints of sexual harassment and facilitate free and fair enquiry process withclear timelines. Further the Company conducts awareness programme at reqular interval oftime.

During the year 2020-21 no complaints were received from our offices in Thane& Pune in connection with Sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of SEBI (LODR) Regulations 2015 is presented in a separatesection forming part of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 a separate report onCorporate Governance is provided together with a Certificate from the Secretarial Auditorsof the Company regarding compliance of conditions of Corporate Governance. A Certificateof Compliance of Code of Conduct Certificate of the CFO of the Company in terms of SEBI(LODR) Regulations 2015 inter alia confirming the correctness of the financialstatements and cash flow statements adequacy of the internal control measures andreporting of matters to the Audit Committee and Certificate of Non-Disqualification ofDirectors are also enclosed as Enclosure I IIand III respectively with Report ofCorporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Steven Jeske Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting pursuant to the provisions of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of the Company and being eligible has offered himself for re-appointment. Thebrief resume of Mr. Steven Jeske and other information under Regulation 36 of the SEBI(LODR) 2015 with respect to the Director seeking re-appointment has been provided in theNotice convening 26th AGM. Your Directors recommend his re-appointment.

Pursuant to the provisions of Section 149 of the Act Mr. M.P. Bharucha Mr. SudhirJoshi Dr. N L Sarda Dr. Shreepad Karmalkar and Ms. Angela C. Wilcox the IndependentDirectors of the Company have submitted a declaration that each of them meets with thecriteria of independence as provided in Section 149(6) of the Act and there has been nochange in the circumstances which may affect their status to continue as an independentdirector on the Board of Directors of the Company.

The members of the Company at the 24th Annual General Meeting vide specialresolution(s) pursuant to the provisions of sections 149 152 and other applicableprovisions if any of the Companies Act 2013 (the Act) and the Rules framed there underread with Schedule IV to the Act as amended from time to time re-appointed Mr. M.P.Bharucha Mr. Sudhir Joshi Dr. N L Sarda and Dr. Shreepad Karmalkar IndependentDirectors of the Company for further period of five years commencing from September 292019 to September 28 2024.

Our Secretarial Auditor M/s. S. Anantha & Ved LLP (LLP IN : AAH 8229) CompanySecretaries have certified that none of the Directors on the Board of the Company havebeen debarred or disqualified from being appointed or continuing as Directors of Companiesby the Securities and Exchange Board of India Ministry of Corporate Affairs or any suchother Statutory Authority. The Certificate to this effect has been enclosed as EnclosureIII to the Report on Corporate Governance.

The Ministry of Corporate Affairs with the objective of strengthening the institutionof Independent Directors has launched the Independent Directors Databank on December 012019 in accordance with the provisions of the Companies Act 2013 by notification ofCompanies (Creation and Maintenance of databank of Independent Directors) Rules 2019.This is to confirm that all the Independent Directors have registered themselves pursuantto said Notification.

Mr. Sudhir Joshi Independent Director of the Company is also appointed on the Board ofCyberTech Systems & Software Inc. USA and Spatialitics LLC USA wholly-ownedsubsidiaries of the Company with effect from April 012019 pursuant to amended regulation24 (1) of SEBI (LODR) Regulations 2015.

Presently Mr. Ramasubramanian Sankaran Executive Director Mr. Praveen Agarwal -Chief Financial Officer and Ms. Sarita Leelaramani Company Secretary & ComplianceOfficer are the Key Managerial Personnel of your Company in accordance with theprovisions of sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The existing term of the appointment of Mr. Ramasubramanian Sankaran as an ExecutiveDirector of the Company would lapse on August 04 2021. The consent of the Members will besought for his re-appointment on the basis of the recommendation of the Nomination andRemuneration Committee and the Board of Directors of the Company at the ensuing AnnualGeneral Meeting of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four (04) Board Meetings were held viz. June 17 2020;August 12 2020; November 11 2020; and February 11 2021. The details of the meetings ofthe Board and its committees are set out in the Corporate Governance Report which formspart of this Report. In terms of requirements of Schedule IV of the Companies Act 2013 aseparate meeting of Independent Directors was held on March 08 2021 primarily toevaluate performance of non-independent directors the Chairman of the Company and theboard as a whole taking into account the views of executive directors and non-executivedirectors.

PERFORMANCE EVALUATION OF DIRECTORS

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors based on thecriteria laid down by the Nomination and Remuneration Committee.

In compliance with the requirements under Regulation 25(3) of Securities and ExchangeBoard of India (LODR) Regulations 2015 a meeting of Independent Directors was held onMarch 08 2021 primarily to evaluate performance of non-independent directors theChairman of the Company and the board as a whole taking into account the views ofexecutive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

The annual performance evaluation of the entire Board Committees and all the Directorsare based on the criteria laid down by the Nomination and Remuneration Committee wasconducted at the Board Meeting held on February 112021.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015 which consists of the following Members:

S. No. 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 were accepted by theBoard of Directors of the Company. For further details please refer the CorporateGovernance Report forming part of the Annual Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns or grievances about unethicalbehavior. No person has been denied access to the Chairman of the Audit Committee. Thevigil mechanism also provides adequate safeguards against victimization of persons who usesuch mechanism. The said policy has been uploaded on the website of the Company http://www.cvbertech.com/investors/corporatepolicies.aspx

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

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

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3)(C) AND SECTION134 (5) OF THE COMPANIES ACT 2013

In terms of Section 134(3) (c) of the Companies Act 2013 to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state and confirm that:

i) in the preparation of the annual financial statements for the year ended March312021 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed along with proper explanation relating tomaterial departures if any;

ii) such accounting policies as mentioned in the notes to the Financial Statements forthe year ended March 312021 have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312021 and of the Profit of theCompany for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual financial statements for the year ended March 312021 have been preparedon a going concern basis;

v) proper internal financial controls are followed by the Company and that suchfinancial controls are adequate and are operating effectively; and

vi) proper systems to ensure compliance with the provisions of all applicable laws arein place and such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No.: 113447W)have been appointed as Statutory Auditors of the Company for a period of 5 (Five) yearsfrom the conclusion of 22nd Annual General Meeting till the conclusion of 27thAnnual 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 May 7 2018 therequirement of ratification of appointment of the Statutory Auditors by the members is nolonger 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 of which the statutoryauditor is a part: None

AUDITOR'S REPORT

During the Financial Year under review there are no qualifications reservations oradverse remarks or disclaimers made by the Statutory Auditors on the financial statementsof the Company.

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

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of Companies (Accounts) Rules 2014 the Board of Directors had appointed M/s. DesaiAssociates Chartered Accountants (Firm Registration No. 102286W) as Internal Auditors ofthe Company for F.Y. 2020-21 and their reports were reviewed by the Audit Committee andthe Board on periodical basis.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. S. Anantha & Ved LLP (LLP IN : AAH 8229) CompanySecretaries Mumbai as Secretarial Auditors to conduct the Secretarial Audit of theCompany for F.Y. 2020-21. The Secretarial Audit Report is annexed herewith as AnnexureIV to this Report.

The Secretarial Audit Report does not contain any qualification reservationdisclaimer or adverse remark.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations 2015the Company needs to formally arrange Familiarization Programme for Independent Directorsto familiarize them with their role rights and responsibility as Directors the workingof the Company nature of the industry in which the Company operates business model etc.The details are mentioned in the Report on Corporate Governance which forms part of thisannual report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2021 is available on the Company's website https://www.cvbertech.com/investors/annualRetums.aspx

CORPORATE SOCIAL RESPONSIBILITY

Your Company always believes in operating and conducting its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company to focus onholistic development of its host community and immediate social and environmentalsurroundings qualitatively. Hence in accordance with the requirements of Section 135 ofthe Companies Act 2013 your Company has constituted a Corporate Social ResponsibilityCommittee ("CSR Committee"). The composition and terms of reference of the CSRCommittee are provided in Corporate Governance Report. The Company has framed its CSRpolicy which is available at http://www.cvbertech.com/investors corporatepolicies.aspx Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 as amended from time to time has beenappended as Annexure Vto this report. During the year under review the Company hasspent Rs. 14.55 Lakhs towards Corporate Social Responsibility.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorization of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances. The comprehensive Internal Financial Control policy alongwith the effective Internal Audit System help the Company in achieving orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process with regular monitoring ofexpenses and Internal audit.

The Internal Audit reports are periodically reviewed by the management and the AuditCommittee and necessary improvements are undertaken if required.

PARTICULARS OF EMPLOYEES

Disclosures relating 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 also provided in Annexure VIof the Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the Reportand forms part of this Report. However having regard to the provisions of the firstproviso to Section 136(1) of the Act and as advised the Annual Report excluding theaforesaid information is being sent to the members of the Company as the said informationis available for inspection at the registered office of the Company during working hoursand any member interested in obtaining such information may write to the Company Secretaryat cssl.investors@cybertech.com and the same will be furnished on request.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICHIMPACT THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no Significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations for the FinancialYear 2020-21.

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

The Company complies with the Secretarial Standards issued by ICSI.

EMPLOYEES STOCK OPTION PLAN (ESOP)

During F.Y. 2020-21 there has been no change in the Employee Stock Option Plan 2014of the Company. The "Employee Stock Options Plan 2014" is valid for a period of7 (seven) years i.e. till September 30 2021 and further renewal of the existing schemeis not recommended by Nomination & Remuneration Committee. Hence the new scheme asand when recommended by the Nomination and Remuneration Committee and approved by theBoard of Directors shall be placed before the shareholders for their approval.

Meanwhile the Stock options already granted under the existing scheme to the employeesof the Company shall stay in force as per the terms & conditions of the scheme asapproved by the shareholders at the 19th AGM of the Company. Disclosurespertaining to the ESOP Scheme pursuant to the SEBI (Share based Employee Benefits)Regulations 2014 are provided as Annexure VII.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 124 (6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended from time to time the Equity Shares held by the shareholders inrespect of which dividend entitlements have remained unclaimed or unpaid for sevenconsecutive years has to be or more compulsorily transferred to the DEMAT account of theIEPF Authority by the Company within 30 days from the due date. Accordingly 11020 EquityShares were transferred to the Authority's DEMAT Account with NSDL.

The Company has uploaded complete details of such shares on its websitehttp://www.cvbertech.com/investors/unclaimedShares.aspx

Also Shareholders whose names are appearing in the list in the aforesaid link shallclaim refund from IEPF Authority by accessing the link :

http://www.iepf. gov.in/IEPFA/refund.html and filling out the e-Form IEPF-5. Theshareholders are requested to seek professional help while filling e-Form IEPF-5.

There are no Equity shares lying in suspense account/ unclaimed suspense account.

DISCLOSURE UNDER SECTION 134 (3) (l) OF THE ACT

Except as disclosed elsewhere in the report there have been no material changes andcommitments which can affect the financial position of the Company between the end of thefinancial year of the Company and date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview or the said items are not applicable to the Company:

1. Cost Audit;

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

3. There are no material changes and commitments affecting the financial position ofthe Company which have occurred in the financial year 2020-21.

ANNEXURES FORMING PART OF BOARD'S REPORT

The Annexures referred to in this Report and other information which are required to bedisclosed 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 Report on Corporate Social Responsibility
VI 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
VII ESOP Disclosure

CAUTIONARY STATEMENT

Statements in the Boards' Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions of Information Technology related services changes in government regulationstax laws economic developments within the country and other factors such as litigationand industrial relations.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to thevarious departments of the Central and State Government(s) Company's Bankers clientsmedia and business constituents for their valuable assistance and support. The Directorsalso acknowledge the continued support received from investors and shareholders and theconfidence reposed by them. The Directors also record their appreciation for the sincereand dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors
CyberTech Systems and Software Ltd.
Sd/-
Vish Tadimety
Chairman
DIN:00008106
Place : Trevose PA
Date : May 13 2021

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