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Mudunuru Ltd.

BSE: 538743 Sector: IT
NSE: N.A. ISIN Code: INE491C01027
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NSE 05:30 | 01 Jan Mudunuru Ltd
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OPEN 3.58
CLOSE 3.58
VOLUME 10
52-Week high 13.25
52-Week low 3.18
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mudunuru Ltd. (MUDUNURU) - Director Report

Company director report

To the Members M/s. Mudunuru Limited

The Directors have pleasure in presenting before you theBoards' Report of the Companytogether with the Audited Statements of Accounts for the year ended 31 March 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

The performance during the period ended 31st March 2018 has been as under:

Amount
Particulars 2017-18 2016-17
Gross Income 1427.68 1347.43
Profit Before Interest and Depreciation 140.05 162.35
Finance Charges 47.65 16.10
Gross Profit 92.40 146.24
Provision for Depreciation 63.83 84.29
Net Profit Before exceptional items 28.57 61.96
Prior period expenses - 13.71
Net Profit Before Tax 28.57 48.25
Provision for Tax -17.25 39.03
Net Profit After Tax 45.82 9.22

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:

We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

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 5 (Five) times on 30.05.2017 02.09.2017 14.12.201714.02.2018 and 28.03.2018 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

8. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

No material changes and commitments which could affect the Company's financial positionhave occurred between the ends of the financial year of the Company.

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. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations 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. However the company voluntarily provides a separate section in the AnnualReport titled "Report on Corporate Governance" along with the Auditors'Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 under review Mr. T. Kiran has resigned as whole-tine director of thecompany w.e.f 28.03.2018.The Board places on record its sincere appreciation for theservices rendered by them during their tenure as director of the Company.

In accordance with Section 152 of the Act Mr. P. UdayBhaskar Whole-Time Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.The Board recommends his appointment as director of theCompany.

Mr. P. UdayBhaskar (DIN: 02773570) Whole-Time Director of the Company will bere-appointed as for a term of 3 years w.e.f 09.08.2018 to 08.08.2021 based on therecommendation made by Nomination and Remuneration committee in its meeting held on14.08.2018.

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 asANNEXURE-II.

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 theBoardcovering various criteria such as degree of fulfillment of key responsibilitiesBoard structureand composition establishment and delineation of responsibilities tovarious Committeeseffectiveness of Board processes information and functioning Boardculture and dynamicsquality of relationship between the Board and the Management andefficacy of communicationwith external stakeholders. Feedback was also taken from everyDirector on his assessmentof the performance of each of the other Directors.

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

iii) Based on the inputs received the Chairman of the NRC also makes a presentation totheIndependent Directors at their meeting summarizing the inputs received from theDirectorsas regards Board performance as a whole and of the Chairman. The performance oftheNon-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors their collective feedback on theperformanceof the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of theBoard. It is also presented to the Board and a plan for improvement isagreed upon and ispursued.

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

vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning andaction points arising out of the evaluation are presented to the Board andaction plans aredrawn 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 Boardmember are also provided to them in a confidential manner. The feedback obtainedfrom theinterventions is discussed in detail and where required independent andcollective action pointsfor 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) TheDirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

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.

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

The company does not have any subsidiary.

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 were no frauds reported by the auditors as per section 143 (12).

20. STATUTORY AUDITORS

The existing auditors M/s. Chanamolu & Co. Chartered Accountants will retire at theensuing Annual General Meeting. The appointment of M/s. M M Reddy & Co. CharteredAccountants Hyderabad as statutory auditors of the Company in place of retiring auditorsis placed for approval by the shareholders. The Auditors' Report for fiscal 2018 does notcontain any qualification reservation or adverse remark. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

The Board recommends the re-appointment of M/s. Chanamolu&Coas the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the 25thAnnual General Meeting.

21. INTERNAL AUDITORS:

The company has appointedBandaru& Associates.as internal auditors for the period2017-18.

22. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by M/s. ASN Associates PracticingCompanySecretaries is annexed to this Report.

23. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance ofthesaid notification the Company has adopted the Indian Accounting Standards (IndAS) witheffect from 01st April 2017. Accordingly the Company has restated andreported thefinancials for 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 2018 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 on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the Board noted thefollowing observations and have given the explanation for the same:

OBSERVATIONS BY SECRETARIAL REPLY BY THE MANAGEMENT
AUDITOR
Non appointment of Company Secretary as per Section 203 of the Companies Act 2013. Management is in the process of identifying appropriate candidate for the post of Company Secretary.
Non – Composition of Nomination & Remuneration Committee as per Section 178 of the Companies Act 2013 and Reg. 19 of the SEBI (LODR) Regulations 2015. The Management is under process of appointing the non-executive director and reconstituting the committee accordingly.
The Company has not appointed women director as required under section 149 of the Companies Act 2013. Management is in the process of identifying appropriate candidate for appointment of women director.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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:

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

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: Rs. 313.79 lakhsForeign 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 notapplicable to your Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company has not employed any individual whose remuneration fallswithin the purviewof the limits prescribed under the provisions of Section197 of the Companies Act 2013read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014.

32. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year no company has become or ceased to be its subsidiaries joint venturesor associate company.

33. 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 2015read with Section 177 of the Companies Act 2013.

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

• 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 auditfee and 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 /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board 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 ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution 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-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the 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 29.09.2017 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:

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 meeting attended
Mr. R.C. Rahul Chairman NED(I) 4 4
Mr. R.C. Ratul Member NED(I) 4 4
Mr. P. UdayBhaskar Member ED 4 4

NED (I): Non-Executive Independent Director

ED : Executive Director

34. 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:

• To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

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 &

Remuneration Committee for identifying persons who are qualified to become Directorsand to determine the independence of Directors in case of their appointment asindependent Directors of the Company.

2. Terms and References:

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

1.2 "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 andsocial perspective;

• 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 dutiesand responsibilities 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 prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 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:

1.1 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 "KeyManagerial Personnel" means (i) The Chief Executive Office or the managing directoror the manager; (ii) The Company Secretary; (iii) The Whole-Time Director; (iv) The ChiefFinance Officer; and (v) Such other office as may be prescribed under the companies Act2013

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.

35. 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. UdayBhaskar 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 andrequests etc. 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 oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called info@infronics.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 of the financial statements for theyear 2017-18 is provided elsewhere in 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 SS1 and SS2 issued by TheInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

40. 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 Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.

2. Issue of shares with differential rights:The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of theAct 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 issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) ofthe 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.

41. 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 employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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

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/-
UdayBhaskar
Place: Hyderabad Whole-Time Director
Date: 14.08.2018 (DIN: 02773570)