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Mudunuru Ltd.

BSE: 538743 Sector: IT
NSE: N.A. ISIN Code: INE491C01027
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OPEN 9.59
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VOLUME 15
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Mudunuru Ltd. (MUDUNURU) - Director Report

Company director report

To the Members

M/s. Mudunuru Limited

The Directors have pleasure in presenting before you the Boards' Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

The performance during the period ended 31st March 2021 has been as under:

(Amount in Rupees)

Particulars 2020-21 2019-20
Total Income 40928320 41289094
Total Expenditure -- --
Profit (Loss)Before Tax 4909053 (62819226)
Provision for Tax (4160989) (643495)
Profit (Loss) after Tax 748064 (62175730)
Other Comprehensive Income Net of tax -- --
Total Comprehensive Income 748064 (62175730)
Earnings per Equity Share Basic and Diluted (in Rs.) 0.03 (2.60)

2. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There were no material changes and commitments affecting financial position of thecompany between 31st March 2021 and the date of Board's Report. (i.e. 14.08.2021)

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.

5. TRANSFER TO RESERVES:

There were no transfers to reserves during the year.

6. DIVIDEND:

The Directors have decided not to recommend dividend for the year.

7. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. BOARD MEETINGS:

The Board of Directors duly met 5(Five) times on 30.07.2020 15.09.2020 03.12.202013.11.2020 and 13.02.2021 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

10. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31st March 2021 and the date of Board's Report. (i.e. 14.08.2021).

11. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations in future.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The company has not entered into any contract or arrangement with any related partyduring the period under review.

14. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid-up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively.

15. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an annual return is disclosed onthe website https://www.mudunuru.com/.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review there were Directors/Key Managerial Personnelresigned/appointed during the financial year 2020-21 and date of Board's report (i.e14.08.2021):

S. Name of No the Director Designation Nature of Change Date of appointment / resignation
1 T. Kiran Director Change in Designation 28.12.2020
2 R.C Rahul Independent Director Re-appointment 12.09.2020
3 R.C Ratul Independent Director Re-appointment 12.09.2020

Further as required under regulation 36 (3) of the SEBI (LODR) Regulations 2015brief particulars of the Directors seeking re-appointment are given as under: -

Name of the Director Mr. P. Uday Bhaskar Mr. T. Kiran
Date of Birth 25/07/1976 03/04/1977
Qualification MBA MS
Expertise in specific Mr. P. Uday Bhaskar has a 20 Years T Kiran has more than 20
functional areas of experience in Indian Corporates and Multinational Companies in India he has vast experience in the verticals of Business Development Finance & Banking operations. years' experience in business-critical technologies and heading technology of the company.
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board Nil Nil
No. of Shares held in the Company 3313500 equity shares 243225 equity shares
Interrelationship with any Director -- --

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. R.C Ratul and Mr. R.C Rahul Independentdirectors of the company to the effect that they are meeting the criteria of independenceas provided in Sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have also confirmed that they have complied Company's Code ofConduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.

18. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson;
(v) Evaluation of Non-Executive and Non-Independent Directors; and
(vi) Evaluation of Whole time Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and 3. very satisfactory.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

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

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

20. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL

POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The company does not have any subsidiary or associate Companies during the FinancialYear.

21. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-

SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRALGOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

22. STATUTORY AUDITORS:

M/s. V. Ravi & Co Chartered Accountants are the present Auditors of the Companyand their appointment was made in the last Annual general meeting held on 28th day ofDecember 2020 they are holding office of the auditors up to the conclusion of the 31st AGMand hence would retire at the conclusion of the forthcoming 31st AGM to be held in theyear 2025.

23. INTERNAL AUDITORS:

The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

The Board has appointed M/s. Bandaru & Associates. as internal Auditors for theperiod 2020-21. Deviations are reviewed periodically and due compliance ensured. Summaryof Significant Audit Observations along with recommendations and its implementations arereviewed by the Audit Committee and concerns if any are reported to Board.

24. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of managerial personnel) Rules 2014 the Board had appointedMs. Aakanksha Practicing Company Secretary to undertake the secretarial audit of theCompany for the year 2020-21.

The report of the Secretarial Auditor is enclosed as Annexure II and forms partof this report.

25. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2021 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report according to the provisions ofsection 204 of the Companies Act 2013 and assured appropriate action shall be takenagainst the observations made by the Secretarial Auditor.

S.no Observation Management Response
1 Composition of Nomination and Remuneration Committee in contravention with reg. 19 of SEBI (LODR) Regulations and sec. 178 of Companies Act 2013. 2 Non-Appointment of woman director as required under Section 149 of the Companies Act 2013 The company is looking for suitable incumbent for a position of woman Director and Non-executive Director to comply with the provisions of the companies act 2013 and SEBI (LODR) Regulations 2015

26. CORPORATE SOCIAL RESPONSIBILITY:

Since your Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearSection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the company need not adopt any Corporate Social ResponsibilityPolicy.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for anymanufacturing activity nor was any specific technology obtained from any external sourceswhich needs to be absorbed or adapted.

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable tothe Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

28. INSURANCE:

The Company does not have any major fixed assets and accordingly it is not required totake any insurance policy.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans or guarantees as per Section 186 of the Companies Act2013 during the year under review.

30. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from State Bank of India.

31. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 ratio of remuneration of Mr. P.Uday Bhaskar Whole time Director and T Kiran Director of the Company to the medianremuneration of the employees is 1:9.

33. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review which forms part ofAnnual Report pursuant to the SEBI (LODR) Regulations 2015 as ANNEXURE III.

34. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year there were no company which have become or ceased to be itssubsidiaries joint ventures or associate companies.

35. AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions ofRegulation

18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 readwith Section 177 of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of thefollowing:

Overview of the Company's financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair position andthat sufficient and credible information is disclosed.

Reviewing the utilization of loans and/or advance from /investment by the holdingcompany in the subsidiary exceeding rupees 100 crores or 10 percent of the asset size ofthe subsidiary whichever is lower.

Recommending the appointment and removal of external auditors fixation of audit feeand also approval for payment for any other services.

Discussion with external auditors before the audit commences of the nature and scopeof audit as well as post-audit discussion to ascertain any area of concern.

Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

Reviewing with management the annual financial statements before submission to theBoard focusing on:

1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning financial statements and
7. Any related party transactions

Reviewing the company's financial and risk management's policies.

Disclosure of contingent liabilities.

Reviewing with management external and internal auditors the adequacy of internalcontrol systems.

Reviewing the adequacy of internal audit function including the audit character thestructure of the internal audit department approval of the audit plan and its executionstaffing and seniority of the official heading the department reporting structurecoverage and frequency of internal audit.

Discussion with internal auditors of any significant findings and follow-up thereon.

Reviewing the findings of any internal investigations by the internal auditors into thematters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 28.12.2020 and

Chairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit

Committee are given below:

During the financial year 2020-21 (4) four meetings of the Audit Committee were heldon the 30.07.2020 15.09.2020 13.11.2020 and 13.02.2021.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
Mr. R.C. Rahul Chairman NED(I) 4 4
Mr. R.C. Ratul Member NED(I) 4 4
Mr. P. Uday Bhaskar Member ED 4 4

NED (I): Non-Executive Independent Director ED: Executive Director

36. NOMINATION & REMUNERATION COMMITTEE:

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

? Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees; ?Formulation of criteria for evaluation of performance of independent directors and theboard of directors. ? Devising a policy on diversity of board of directors. ? Identifyingpersons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommend to the board ofdirectors their appointment and removal. ? Whether to extend or continue the term ofappointment of the independent director on the basis of the report of performanceevaluation of independent directors. ? Recommend to the board all remuneration inwhatever form payable to senior management.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria:

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

General understanding of the company's business dynamics global business and socialperspective;

Educational and professional background

Standing in the profession;

Personal and professional ethics integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements: shallpossess a Director Identification Number; shall not be disqualified under the CompaniesAct 2013;

shall Endeavour to attend all Board Meeting and Wherever he is appointed as a CommitteeMember the Committee Meeting; shall abide by the code of Conduct established by thecompany for Directors and senior Management personnel; shall disclose his concern orinterest in any company or companies or bodies corporate firms or other association ofindividuals including his shareholding at the first meeting of the Board in everyfinancial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed from time to time under the Companies

Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 andother relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence:

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

a. Other Directorships/ Committee Memberships

3.2.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director Service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.2.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.2.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.1 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "Key Managerial Personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The Company Secretary;
(iii) The Whole-Time Director;
(iv) The Chief Finance Officer; and
(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel:

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors) (iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives. 3.2 Remuneration to Non ExecutiveDirectors:

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof.

3.3. Remuneration to other employees:

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

35. STAKEHOLDERS RELATIONSHIP COMMITTEE:

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
Mr. R.C. Ratul Chairman NED(I) 4 4
Mr. R.C. Rahul Member NED(I) 4 4
Mr. P. Uday Bhaskar Member ED 4 4

NED (I): Non-Executive Independent Director ED: Executive Director

B) Powers:

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

To approve transfer transmission and issue of duplicate / fresh share certificate(s)

Consolidate and sub-division of share certificates etc.

To redress approve and dispose off any other complaints transactions and requestsetc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called info@mudunuru.com forcomplaints/grievances.

36. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

37. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification n of the financial statements for theyear 2020-21 forms part of this Annual Report.

38. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS

GOVERNING THE COMPANY:

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

39. SECRETARIAL STANDARDS:

The company is in compliance with Secretarial Standards SS-1 and SS-2 issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT.

41. EVENT BASED DISCLOSURES:

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules2014.

2. Issue of shares with differential rights: The Company has not issued any shareswith differential rights and hence no information as per provisions of Section 43(a) (ii)of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.

3. Issue of shares under employee's stock option scheme: The Company has not issuedany equity shares under Employees Stock Option Scheme during the year under review andhence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9)of the Companies (Share Capital and Debenture) Rules 2014

4. Non- Exercising of voting rights: During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The company did not purchase or give any loans for purchase of its shares.

6. Disclosure about revision: Since the company did not undergo any revision thisclause is

Not Applicable to the company for the period under review.

7. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.

42. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS

OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THECOMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure IV (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure IV (b).

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti- Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees are covered under thispolicy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

No. of complaints received Nil
No. of complaints disposed of Nil

44. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code ofConduct for the Financial Year 2020-21. A declaration signed by the Whole time Directoraffirming compliance with the Company's Code of Conduct by the Board of Directors andSenior Management for the Financial Year 2020-21 as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as

Annexure I.

45. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company.

Your directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.

For and on behalf of the Board of
Mudunuru Limited
Sd/-
Place: Vishakhapatnam P. Uday Bhaskar
Date: 14.08.2021 Whole-Time Director
(DIN: 277357

.