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Mudunuru Ltd.

BSE: 538743 Sector: IT
NSE: N.A. ISIN Code: INE491C01027
BSE 00:00 | 07 Feb Mudunuru Ltd
NSE 05:30 | 01 Jan Mudunuru Ltd
OPEN 3.96
PREVIOUS CLOSE 3.96
VOLUME 21
52-Week high 4.40
52-Week low 3.61
P/E 18.00
Mkt Cap.(Rs cr) 9
Buy Price 3.61
Buy Qty 30.00
Sell Price 4.16
Sell Qty 50.00
OPEN 3.96
CLOSE 3.96
VOLUME 21
52-Week high 4.40
52-Week low 3.61
P/E 18.00
Mkt Cap.(Rs cr) 9
Buy Price 3.61
Buy Qty 30.00
Sell Price 4.16
Sell Qty 50.00

Mudunuru Ltd. (MUDUNURU) - Director Report

Company director report

To the MembersM/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 March2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

The performance during the period ended 31st March 2019 has been as under:

(Rs. In Lakhs)

Particulars 2018-19 2017-18
Gross Income 867.91 1427.69
Profit Before Interest and Depreciation 116.22 140.05
Finance Charges 35.36 47.65
Gross Profit 80.86 92.40
Provision for Depreciation 79.10 63.83
Net Profit Before exceptional items 1.76 28.57
Prior period expenses -- --
Net Profit Before Tax 1.76 28.57
Provision for Tax (1.69) (17.25)
Net Profit After Tax 3.45 22.70

2. 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.

3. 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.

4. TRANSFER TO RESERVES:

There were no transfers to reserves during the year.

5. DIVIDEND:

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

6. REVISION OF FINANCIAL STATEMENTS:

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

7. BOARD MEETINGS:

The Board of Directors duly met 4 (Four) times on 29.05.2018 14.08.2018 14.11.2018and 14.02.2019 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.

8. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Board's Report. (i.e. 14.08.2019)

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. 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.

10. 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.

11. 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.

12. 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.

13. EXTRACT OF 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 extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period in accordance with Section 152 of the Act Mr. P. Uday BhaskarWhole-Time Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisappointment as director of the Company.

As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under: -

Name of the Director Mr. P. Uday Bhaskar
Date of Birth 25/07/1976
Qualification MBA
Expertise in specific functional areas Mr. P. Uday Bhaskar has a 15 Years of experience in Indian Corporates and Multinational Companies in India he has vast experience in the verticals of Business Development Finance & Banking operations.
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board Nil
No. of Shares held in the Company Inter se relationship with any Director 3313500

15. 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.

16. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors / CommitteeMembers wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedbackreceived from all the Directors.

iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarizing the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe Non-Independent Non-Executive Directors and Board Chairman is also reviewed bythem.iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up. During the year under report the recommendations made in theprevious year were satisfactorily implemented.

The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.

17. 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 the companyand that such internal financial controls are adequate and were operating effectively.f)The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:

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

19. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143

OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

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

20. STATUTORY AUDITORS

M/s. M.M Reddy & Co Statutory Auditors of the company at the ensuing annualgeneral meeting is eligible for reappointment. As required under the provisions of Section139 of the Companies Act 2013 the Company has received a written consent from theauditors to their re-appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Companies Act 2013 and the rulesframed there under and that they have satisfied the criteria provided in Section 141 ofthe Companies Act 2013.

The Board recommends the re-appointment of M/s. M.M Reddy & Co as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the 30th Annual General Meeting.

21. INTERNAL AUDITORS:

The company has appointed Bandaru & Associates. as internal auditors for theperiod 2018-19.

22. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s. Sambhu Prasad M & AssociatesPracticing Company Secretaries is annexed to this Report as ANNEXURE - II

23. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company has adopted the Indian Accounting Standards (Ind AS) with effectfrom 01st April 2017. Accordingly the Company has restated and reported the financialsfor the previous year as per Indian Accounting Standards.

24. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 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.

25.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.

26.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: All the Factors mentioned in Rule 8 (3)(b) Technologyabsorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

27.INSURANCE:

The properties and assets of your Company are adequately insured.

28.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.

29.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.

30.DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31.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 of the Company to the median remuneration of theemployees is 3.33:1.

32.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.

33.NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES 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.

34. 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 read withSection 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 itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

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 andscope of 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 financialstatements 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 characterthe structure of the internal audit department approval of the audit plan and itsexecution staffing and seniority of the official heading the department reportingstructure coverage 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 intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems 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 29.09.2018 andChairman 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 2018-19 (4) four meetings of the Audit Committee were heldon the 29.05.2018 14.08.2018 14.11.2018 and 14.02.2019.

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

35. 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 attributesand independence of a director and recommend to the board of directors a policy relatingto the remuneration of the directors key managerial personnel and other employees;

• Formulation of criteria for evaluation of performance of independent directorsand the board of directors.

• Devising a policy on diversity of board of directors.

• Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors.

• Recommend to the board all remuneration in whatever form payable to seniormanagement.

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 theDirectors 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 constitutedin accordance 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) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI(Listing obligations 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:

shall possess a Director Identification Number;

shall not be disqualified under the Companies Act 2013;

shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made; Such other requirements as may be prescribedfrom time to time under the Companies Act 2013 SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 and other 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

3.3.1 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.

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

3.3.3 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.

3.3.4 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:

1.1This 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 CompanySecretary; (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 – Executive Directors:

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 ofthe Company within the overall limits approved by the shareholders as per provisions ofthe companies act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attending themeetings of 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.

36. Stakeholders Relationship Committee:

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. R.C. Ratul Chairman NED(I)
Mr. R.C. Rahul Member NED(I)
Mr. P. Uday Bhaskar Member ED

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 sharecertificate(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@infronics.com forcomplaints/grievances.

37. 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.

38. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for theyear 2018-19 is provided elsewhere in this Annual Report.

39. 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.

40. 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.

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. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. None of the employeesis drawing Rs. 850000/- and above per month or Rs.10200000/- and above in aggregateper annum the limits prescribed under Section 197(12) of Companies Act 2013 read withRule 5 of Companies (Appointment & 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 off :Nil

44. 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. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions other statutory authorities like SEBI ROC StockExchanges NSDL CDSL etc and shareholders of the Company for their continued support forthe growth of the Company.

For and on behalf of the Board of
Mudunuru Limited
Sd/-
Place: Hyderabad P. Uday Bhaskar
Date: 14.08.2019 Whole-Time Director
(DIN: 2773570)