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E2E Networks Ltd.

BSE: 535080 Sector: IT
NSE: E2E ISIN Code: INE255Z01019
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E2E Networks Ltd. (E2E) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 10th Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the Financialyear ended on March 31 2019.

FINANCIAL SUMMARY OF OPERATIONS

The financial performance during the Financial Year 2018-19 is summarized below:

(Amount in र Lacs)
Particulars

Standalone

FY 18-19 FY 17-18
Revenue from operations 3375.40 3603.75
Total Expenditure other than finance cost and depreciation 2282.63 1818.37
Earnings before Interest Tax and Depreciation (EBITDA) 1092.77 1785.38
Other Income 45.07 25.92
Depreciation 882.88 974.16
Finance Costs 12.78 29.91
Profit/(Loss) before tax (PBT) 242.18 807.23
Provision for Tax: Current 113.78 341.09
Earlier Year Tax (0.71) -
Deferred Tax (44.20) (109.81)
Net Profit for the Year(PAT) 173.31 575.95
Basic EPS (in र) 1.24 5.05
Diluted EPS (in र) 1.23 5.03

The Revenue from operations of E2E Networks Limited ("The Company" /"E2E Networks") for the year ended March 31 2019 was र3375.40 lacs as comparedto र3603.75 lacs during the previous year ended March 31 2018. The decline in revenue isdue to churn among few key customers.

The Profit after tax for the year under review was र173.31 lacs as compared to र575.95lacs for the previous year.

Basic earnings per share was र1.24 for the year ended March 31 2019 as compared toर5.05 for the previous year ended March 31 2018.

The decline in revenue as well as continued investments in building our capabilitiesbroadly fixed overheads have impacted our profitability in FY 18-19 as compared to FY17-18. However with increased focus on self-service signups the Company has reduced itsrevenue concentration from top clients significantly. A detailed analysis of the financialresults is given in the Management Discussion and Analysis Report which forms a part ofthis report.

FUTURE PROSPECTS:-

E2E Networks is well positioned to deliver in the major growth areas of the PublicCloud Infrastructure services in the coming years in India. The current trends in (a)digital transformation (b) IoT and smart devices (c) AI (d) Machine Learning and DeepLearning and (e) the movement of SMEs to the public cloud are very encouraging for thegrowth of cloud infrastructure in India. These trends will enable your company in growingits revenue and customer base in future. Further your Company is looking for neweravenues in cloud infrastructure products and services.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS

E2E Networks is the largest listed Indian Public Cloud infrastructure company in India.The Company offers a superior public cloud platform with great value to its customers. Thecompany continues to innovate to enable usage for niche workloads of the emerging digitaland smaller enterprises in India. E2E Networks public cloud is a High-Performance Cloudwith amongst the best availability high reliability and advanced technical stacks. E2ENetworks has built its own cloud platform based on open source technologies to avoid anyvendor lock-in.

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year underreview.

INITIAL PUBLIC OFFER AND LISTING AT NSE EMERGE

During the year under review the Company came up with IPO on May 3 2018 of 3858000equity shares of face value of र10 each for cash at a price of र 5- per equity shares(including a share premium of र 4- per equity shares) aggregating र 2199.06 lacscomprising of fresh issue of 2750000 equity shares aggregating up to र 1567.50 lacs andan offer for sale of 1108000 equity shares aggregating to र 631.56 lacs. The IPOreceived a huge response and received subscription up-to 70 times. Details of utilizationof funds received under the aforesaid IPO have been provided in the financial statementsof the Company.

The equity shares of your company have been listed on SME platform of National StockExchange of India Ltd (NSE) i.e. NSE Emerge w.e.f. May 15 2018. The Annual listing feeshave been paid to NSE.

CORPORATE GOVERNANCE

Since Your Company is listed on SME Emerge Platform of NSE by virtue of Regulation 15of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V arenot applicable to the Company. Hence Corporate Governance Report does not form part ofthis Annual Report.

DIVIDEND

In order to conserve resources for future requirements and considering the futureexpansion plans the Board has decided to retain the profits generated and consequentlyyour Board has not recommended any dividend for the financial year ended March 31 2019.

RESERVES

The Directors do not propose to transfer any amount to the Reserves and retained theProfits of the Company for various expansion purposes.

SHARE CAPITAL

Consequent to IPO related allotment on May 11 2018 the issued and paid up capital ofthe Company was enhanced to र 142451100 divided into 14245110 equity shares of facevalue of Rs. 10 each.

The share capital of the Company further increased due to allotment of 46004 equityshares on account of exercise of stock options issued to Employees under E2E ESOS SCHEME2018.The current issued and paid up capital of the Company therefore stands increased to र142911140 divided into 14291114 equity shares of face value of Rs. 10 each.

The Board of Directors in its meeting held on July 22 2019 subject to approval ofshareholders in the ensuing Annual General Meeting has approved the preferentialallotment of 184000 warrants of at an issue price of Rs. 43.02 convertible into 184000equity shares of the Company in accordance with SEBI (ICDR) Regulations 2018 and Section42 62 and other applicable provisions of the Companies Act 2013. Terms and conditions ofthe warrants including conversion has been provided in the notice of ensuing AnnualGeneral meeting.

EMPLOYEE STOCK OPTION PLANS/SCHEMES

The Objective of Employee Stock Option Scheme is to give benefit to eligible employeeswith a view to attract and retain the best talent encourage employees to align individualperformance with company objectives and promote increased participation by them in thegrowth of the Company.

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employee Stock Option Schemes of the Company i.eE2E ESOS Scheme 2018 in accordance with the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 (erstwhile Securities and Exchange Board ofIndia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999('the SEBI Guidelines'). Details as required under the SEBI Guidelines for E2E ESOS Scheme2018 have been uploaded on the website of the Company and can be accessed through the linkhttps:// www.e2enetworks.com/wp-content/uploads/2019/3i/FY-2018-192.pdf.

In terms of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 (' SBEB Regulations') the Company has to specifically (a) mention aboutthe provisions relating to vesting of options in case of death of an employee (b) providecertain disclosures in the explanatory statement of the notice sent to shareholders whileobtaining the approval of any ESOP scheme. The Company inadvertently missed to complywith above provisions while obtaining approval of shareholders for ESOP Scheme 2018.Hence it is proposed to obtain approval/ratification of shareholders in the ensuingAnnual General Meeting. The proposed amendment in the ESOP Scheme 2018 is not prejudicialto interests of the employees of the Company and will be beneficial to them.

Further the Company has received a certificate from the Auditors of the Company thatthe Scheme has been implemented in accordance with the SEBI Guidelines and the resolutionpassed by the members. The certificate would be placed at the Annual General Meeting forinspection by members.

UBLIC DEPOSITS

During the year under review your Company has neither invited nor accepted any fixeddeposits from the public within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.

AUDITORS AND AUDIT REPORT

STATUTORY AUDITORS

M/s B. B. & Associates Chartered Accountants were appointed as Statutory Auditorsof the Company for a term of five consecutive years at the Annual General Meeting held onSeptember 28 2018. They have confirmed that they are not disqualified from continuing asAuditors of the Company. The Auditors' Report does not contain any qualificationreservation adverse remark or disclaimer. The observations of the Statutory Auditors inthe Auditors' Report together with the relevant notes to Accounts in Schedules are self -explanatory and therefore do not call for any further explanation.

SECRETARIAL AUDITORS

The Board had appointed M/s MAKS & Co. Company Secretaries [FRN P2018UP067700] forconducting Secretarial Audit of the Company for the Financial Year 2018-19. TheSecretarial Audit Report for the Financial Year ended March 31 2019 is annexed herewithas Annexure-A to this report. The Secretarial Audit Report does not contain anyqualification reservation and adverse remark for the period under review.

With reference to Point 5 (iv) of Secretarial Audit Report it is to be noted thatduring the year under review the Company has suo-moto applied for compounding to RBI inrespect of inadvertent non -compliance of some of the provisions of Foreign ExchangeManagement Act 1999 in relation to the foreign investments received by the Company andshares allotted to foreign Investor in lieu thereof during the year 2011 and 2013.

BOARD MEETINGS

The Board of Directors of the Company met seven times during the year under review. Thegap between two meetings did not exceed one hundred and twenty days. The Board Compositionof the Company as on March 31 2019 is as follows:

S. No. Name of Director Designation
1 Tarun Dua Managing Director
2 Srishti Baweja Whole Time Director
3 Manjit Rai Dua Non-Executive Director
4 Mr. Varun Pratap Rajda Independent Director
5 Mr. Gaurav Munjal Independent Director
6 Mr. Naman K. Sarawagi Independent Director

* Mr. Anurag Bhatia was appointed as Additional Director (Independent and Non-Executive) w.e.f May 16 2019.

During the year under review the Board of the Company met 7 times viz April 21 2018May 8 2018 May 11 2018 August 4 2018 August 21 2018 November 12 2018 and March11 2019.

The detail of attendance of Directors at the Board Meeting is as under:-

S. No. Name of Director No. of Meetings attended
1 Manjit Rai Dua 7
2 Tarun Dua 6
3 Srishti Baweja 7
4 Gaurav Munjal 6
5 Varun Pratap Rajda 5
6 Naman Kailashprasad Sarawagi* -

* Mr. Naman Kailashprasad Sarawagi was appointed on Board w.e.f February 18 2019.

COMMITTEE MEETINGS

A. AUDIT COMMITTEE

The composition of Audit Committee of the Company as on March 31 2019 is as follows:-

S. No. Name of Member Designation
1 Mr. Varun Pratap Rajda - Independent Director Chairman
2 Mr. Gaurav Munjal - Independent Director Member
3 Mr. Manjit Rai Dua - Non Executive Director Member

Note: 1) Mr. Gaurav Munjal was appointed as Chairman of Committee in place of Mr. VarunPratap Rajda w.e.f April 9 2019.

2) Mr. Naman K. Sarawagi Independent Director was appointed as Member of Committeew.e.f April 9 2019.

The Board has accepted all recommendations of the Audit Committee made during thefinancial year 2018-19.

During the year under review the Audit Committee of the Company met 4 times viz August4 2018 August 21 2018 November 12 2018 and March 11 2019.

The detail of attendance of Members at the Audit Committee Meeting is as under:-

S. No. Name of Member No. of Meetings attended
1 Mr. Manjit Rai Dua 4
2 Mr. Gaurav Munjal 4
3 Mr. Varun Pratap Rajda 4

B. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee of the Company as on March 312019 is as follows:-

S. No. Name of Member Designation
1 Mr. Varun Pratap Rajda - Independent Director Chairman
2 Mr. Gaurav Munjal - Independent Director Member
3 Mr. Manjit Rai Dua - Non Executive Director Member

Note: 1) Mr. Naman K. Sarawagi Independent Director was appointed as Member ofCommittee w.e.f April 9 2019.

During the year under review the Nomination and Remuneration Committee of the Companymet two times on August 4 2018 and March 11 2019.

The detail of attendance of Members at the Nomination and Remuneration CommitteeMeeting is as under:-

S. No. Name of Member No. of Meetings attended
1 Mr. Manjit Rai Dua 2
2 Mr. Gaurav Munjal 2
3 Mr. Varun Pratap Rajda 2

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of Stakeholder Relationship Committee of the Company as on March 312019 is as follows:-

S. No. Name of Member Designation
1 Mr. Gaurav Munjal - Independent Director Chairman
2 Mr. Varun Pratap Rajda - Independent Director Member
3 Mr. Manjit Rai Dua - Non Executive Director Member

Note: 1) Mr. Naman K. Sarawagi Independent Director was appointed as Member ofCommittee w.e.f April 9 2019.

During the year under review the Stakeholder Relationship Committee of the Company metonce on August 4 2018. The detail of attendance of Members at the Committee Meeting is asunder:-

S. No. Name of Member No. of Meetings attended
1 Manjit Rai Dua 1
2 Gaurav Munjal 1
3 Varun Pratap Rajda 1

D. CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE

The composition of Corporate Social Responsibility Committee of the Company as on March31 2019 is as follows:-

S. No. Name of Member Designation
1 Mrs. Srishti Baweja Chairman
2 Mr. Gaurav Munjal - Independent Director Member
3 Mr. Varun Pratap Rajda - Independent Director Member

Note: 1) Mr. Naman K. Sarawagi Independent Director was appointed as Member ofCommittee w.e.f April 9 2019. No meeting of Corporate Social Responsibility Committee washeld during the year under review.

E. INTERNAL COMPLAINT COMMITTEE

The composition of Internal Complaint Committee of the Company as on March 31 2019 isas follows:-

S. No. Name of Member Designation
1 Mrs. Srishti Baweja Chairman and Presiding Officer
2 Mrs. Neelam Regina Topno External Member
3 Ms. Saima Kauser Member
4 Ms. Preeti Deewani* Member
5 Mr. Sumit Bansal** Member
6 Ms. Tripti Sinha*** Member

Note: * Ms. Preeti Deewani ceased to be Member w.e.f September 13 2018 due to herresignation.

** Appointed as Member w.e.f November 29 2018 and ceased to be Member on March 112019 due to his resignation *** Appointed as Member w.e.f November 29 2018

During the year under review the Internal Complaint Committee ("ICCCommittee") of the Company met 2 times viz August 4 2018 and January 14 2019. Mrs.Srishti Baweja being a member of ICC Committee has attended both the aforesaid meetings.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiary joint-venture or associate companies.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the financial year ended 31st March 2019 no loan guarantee and investment wasmade by the Company in terms of Section 186 of the Companies Act 2013 and rules madethere under.

REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT 2013

The Auditors during the performance of their duties have not identified any offence offraud committed by the company or its officers or employees. This is also being supportedby the report of the auditors of the Company for the F.Y. ended March 31 2019. Thereforeno frauds have been reported to the Central Government under Section 143 (12) of theCompanies Act 2013.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2018-19 and date of thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hence have not been provided.

The Company has continued to maintain focus and avail of export opportunities based oneconomic considerations. The Company has incurred expenditure of र38.98 lacs (previousyear: र 19.44 lacs) in foreign exchange and earned र 114.54 lacs (previous year र 130.01lacs) in foreign exchange during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

To the best of management knowledge no significant and material orders were passed byregulators or courts or tribunals which could impact the going concern status andcompany's operation in future.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of theAct read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 anextract of Annual Return in Form MGT-9 is attached as Annexure-B and forms part ofthis Annual Report. The same is also being uploaded on the website of the Company and canbe accessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/07fFY-2018-19.pdf.

RISK MANAGEMENT

The Company is not required to form a Risk Management Committee. However the Companyhas developed and implemented a risk management policy for identifying the risk associatedwith business of the Company and measures to be taken by including identification ofelements of risk and measures to control them.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with size scale andcomplexity of its operations. They have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensure compliance of corporate policies. It hascontinued its efforts to align all its processes and controls with global best practices.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Policy (CSR Policy) adopted by Board is availableon the website of the Company and is accessible through the link https://www.e2enetworks.com/wp-content/uploads/2019/06/CSR-Policy.pdf

During the year under review in order to carry out its CSR obligations under theCompanies Act 2013 on regular basis the Company has entered into an MOU on February 182019 with Ved Prakash Mukund Lal Educational Society a registered society formedessentially to promote education and skill development among students. Accordingly TheCompany has also contributed an amount of Rs. 3 Lakhs towards its CSR initiates on June14 2019.The Annual Report on CSR activities of the Company has been attached as Annexure-Cand forms part of this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015is presented in a separate section forming part of this Annual Report and shall beconsidered as integral part of this report.

PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligation and Disclosure Requirements) Regulations 2015 a formalannual performance evaluation has been done by the Board of its own performance theDirectors individually as well as the evaluation of its Committees. The performance of theBoard was evaluated by the Board after seeking feedback from all the Directors on thebasis of the parameters/criteria such as degree of fulfilment of key responsibility bythe Board Board Structures and Composition establishment and delineation ofresponsibilities to the Committees effectiveness of Board processes information andfunctioning Board culture and dynamics and Quality of relationship between the Board andthe Management. The performance of the committees was evaluated by the Board after seekingfeedback from Committee members on the basis of parameters/criteria such as degree offulfilment of key responsibilities adequacy of committee composition effectiveness ofmeetings committee dynamics and quality of relationship of the committee with the Boardand the Management.

Independent Directors of the Company in their separate meeting held on 20th March 2019reviewed the performance of the nonindependent directors and the Board as a whole. Theyalso reviewed the performance of the Chairperson of the Company.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

The Board of Directors of the Company has optimum combination of executive andnon-executive directors including independent directors and woman directors in compliancewith the applicable provisions of the Companies Act 2013 ("the Act") and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year under review the members of the Company in their Annual GeneralMeeting held on September 28 2018 approved the appointment of Mr. Varun Pratap Rajda andMr. Gaurav Munjal as a Non-Executive Independent Director to hold office for a period offive consecutive years from the date of their appointment as additional director of theCompany i.e upto February 8 2023.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Tarun Dua (DIN:02696789) Managing Director of theCompany will be retiring by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment. A brief resume details of expertise andother directorships/committee memberships held by Mr. Tarun Dua forms part of Noticeconvening the 10th Annual General Meeting. The Board recommends his re-appointment to themembers of the Company at the ensuing Annual General Meeting. It is also proposed toobtain approval of shareholders for payment of remuneration to Mr. Tarun Dua in accordancewith Schedule V of the Companies Act 2013. Details of same have been provided in the AGMnotice.

During the year under review Mr. Naman KailashPrasad Sarawagi was appointed as anAdditional Director (Independent and NonExecutive) of the Company with effect fromFebruary 18 2019.

Subsequent to the year under review Mr. Anurag Bhatia has been appointed as anAdditional Director (Independent and Non- Executive) of the Company with effect from May16 2019.

Pursuant to the provisions of section 161 of the Companies Act 2013 and otherapplicable provisions an additional Director shall hold office up to the date of ensuingAGM unless the appointment is approved by shareholders. Accordingly the Company hasreceived notices under section 160 of the Companies Act 2013 from shareholder proposingcandidatures of Mr. Naman KailashPrasad Sarawagi and Mr. Anurag Bhatia for the office ofNon-Executive Independent Directors of the Company. It is proposed to appoint them asNonExecutive Independent Directors for a period of five consecutive years from the date oftheir appointment as additional director of the Company.

All the Independent Directors have given declarations that they meet the Criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further in the opinion of the Board the independent directors fulfill the conditionsspecified in Listing Regulations and they are independent of the management.

KEY MANAGERIAL PERSONNEL

During the year under review Ms. Bharti Sharma Company Secretary Cum ComplianceOfficer of the Company has resigned w.e.f July 09 2018 and Mr. Sumit Bansal was appointedas Company Secretary Cum Compliance Officer w.e.f. August 04 2018. Mr. Sumit Bansal alsoresigned w.e.f March 11 2019 and Mrs. Neha Baid was appointed as Company Secretary CumCompliance Officer of the Company w.e.f March 11 2019.

Further during the year under review Mr. Gaurav Agarwal Chief Financial Officer ofthe Company resigned w.e.f March 11 2019 and Mr. Varun Taneja was appointed as ChiefFinancial Officer of the Company w.e.f March 11 2019.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in ethical and lawful business conduct and strives to carry onits business activities in fair transparent and professional manner. Pursuant to theprovisions of section 177 of the Companies Act 2013 and other applicable provisions theCompany has adopted a Vigil Mechanism/Whistle Blower Policy for securing/ reporting/deterring/ punishing/ rectifying any unethical unlawful acts behaviour leak/suspectedleak of Unpublished Price Sensitive information etc. and to enable to voice/ address bonafide concern of malpractice deviation from the policies of the Company internally in aneffective and systematic manner after its discovery. The policy also provide for adequatesafeguards against victimization of persons who use such mechanism and also makeprovisions for direct access to the chairperson of the Audit Committee in appropriate orexceptional cases. The said policy is available on the Company's website and can beassessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/05/Whistle-Blower-Policy-1.pdf

During the year under review no complaint pertaining to the company was received underthe Whistle Blower Policy/Vigil mechanism.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Company has no employee who is in receipt of remuneration of Rs. 850000 permonth/-or Rs. 10200000 per annum and hence the company is not required to give theirinformation under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Further the details pursuant to Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached herewith as Annexure-D andthe names and other particulars of top ten employees in terms of remuneration drawn bythem Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are attached herewith as Annexure-E.

NOMINATION AND REMUNERATION POLICY

The Board has adopted Nomination and Remuneration Policy for selection and appointmentof Directors and Key managerial personnel and to decide their remuneration. The Nominationand Remuneration Policy of the Company acts as a guideline for determining inter aliaqualification positive attributes and independence of a Director matters relating to theremuneration appointment removal and evaluation of the performance of the Director andKey Managerial Personnel. The said policy of the Company has been uploaded on the websiteof the Company and can be assessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/35/Policy_Nomination-Remuneration-of-directors.pdf.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties during the financial year underreview were in the ordinary course of business and on an arm's length basis. The detailsof the transactions with related parties are provided in the notes to accompanyingstandalone financial statements. Details of transactions pursuant to compliance of section134(3)(h)of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014are annexed herewith as per Annexure-F in the FORM AOC-2.

All Related Party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof aforeseen and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted is placed before theAudit Committee for their review on a quarterly basis. The policy on Related PartyTransactions as approved by the Board has been uploaded on the Company's website and canbe accessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/35/Policy-on-Related-Party-Transactions.pdf

During the financial year 2018-19 there were no transactions with related partieswhich qualify as material transactions under the applicable provisions of the CompaniesAct 2013 and SEBI (LODR).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Directors state that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) Appropriate accounting policies have been selected and applied consistently and havemade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended March 31 2019;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;

f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

POLICY AGAISNT SEXUAL HARASSMENT

The Company has in place a Policy for prevention prohibition and redressal of SexualHarassment of Women at workplace in line with the requirements of The Sexual Harassment ofWomen at the Work Place (Prevention Prohibition and Redressal) Act 2013 and rules madethere under. An Internal Compliant Committee (ICC) is in place as per the requirements ofthe said Act to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. No case hasbeen reported during the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records as specified by the Central Government under Section148(1) of the Companies Act 2013 is not applicable to the Company as the company does notfall under any of the category prescribed under Section 148(1) of Companies Act 2013.

COMPLIANCE WITH SECRETERIAL STANDARDS

During the financial year under review the Company has complied with applicableSecretarial Standards on Board and General Meetings specified by the Institute of CompanySecretaries of India pursuant to Section 118 of the Companies Act 2013.

HUMAN RESOURCE MANAGEMENT

Your Company considers its human resources as an important asset and endeavours tonurture groom and retain talent to meet the current and future needs of its business.During the year under review the human resource department along with support ofmanagement continued to proactively work on several initiatives to overcome the challengesfaced by the organization to retain the existing employees as well as attract good talentfrom the market. These initiatives include regular management discussions acknowledgementof employees' accomplishments offering role enhancements with larger accountabilitiesand maintaining transparency with them. This has helped the Company in building theirconfidence and trust in the Company. We continue to provide conducive work environment andopportunities for development of employees.

APPRECIATIONS AND ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by its customers which enables the Company to make every effort inunderstanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at alllevels whose hard work co-operation and support helped us face all challenges anddeliver results. We acknowledge the support of our vendors the regulators the esteemedleague of bankers financial institutions rating agencies government agencies stockexchanges and depositories auditors legal advisors consultants business associates andother stakeholders.

On behalf of the Board of Directors
Sd/- Sd/-
Tarun Dua Srishti Baweja
Place: New Delhi Managing Director Whole Time Director
Date: July 22 2019 DIN:02696789 DIN:08057000

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