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Saven Technologies Ltd.

BSE: 532404 Sector: IT
NSE: N.A. ISIN Code: INE856B01023
BSE 00:00 | 03 Dec 29.65 -0.35
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NSE 05:30 | 01 Jan Saven Technologies Ltd
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VOLUME 15560
52-Week high 53.45
52-Week low 23.05
P/E 12.05
Mkt Cap.(Rs cr) 32
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OPEN 30.50
CLOSE 30.00
VOLUME 15560
52-Week high 53.45
52-Week low 23.05
P/E 12.05
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Saven Technologies Ltd. (SAVENTECH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27th Annual Report of Saven TechnologiesLimited together with the audited financial statements for the year ended March 31 2020.

1. Financial Results

The Company's financial performance for the year ended March 31 2020 is summarisedbelow:

(Rs. In Lakhs)

2019-20 2018-19
Revenue from Operations 1150.74 1060.95
Operating expenditure 838.52 776.24
Earnings before interest tax depreciation and amortization (EBITDA) 312.22 284.71
Other income 59.81 80.43
Depreciation and amortization expense 22.11 25.17
Profit before tax (PBT) 349.92 339.97
Tax expense 90.62 94.90
Profit after Tax (PAT) 259.30 245.07
Other Comprehensive Income (17.72) 12.81
Balance brought forward from previous year 350.46 236.54
Profit available for appropriation 592.03 494.42
Interim Dividend including Tax (131.15) (131.15)
Balance carried to balance sheet 1294.32 1183.89

2. Financials of the Company/ State of Affairs of Company

The total revenue of the Company for the year ended March 31 2020 was Rs.1210.55 lakhsas compared to Rs.1141.38 lakhs for the previous year. Revenue from operations wasRs.1150.74 lakhs as compared to Rs.1060.95 lakhs an increase of 8.46% over previous year.Other income was Rs.59.81 lakhs as against Rs.80.43 lakhs for the previous year. Theprofit before Tax for the year was Rs.349.92 lakhs as against Rs.339.97 lakhs for theprevious year. The profit after Tax for the year was Rs.259.30 lakhs as compared toRs.245.07 lakhs in the previous year. The total income including Comprehensive Income forthe year was Rs.241.58 lakhs as against Rs.257.88 lakhs in the previous year.

COVID-19

The Company has considered internal and external sources of information up to date ofapproval of these financial statements in evaluating possible effects that may result fromthe pandemic relating to Covid-19 on the carrying amounts of trade and unbilledreceivables goodwill and intangible assets. During the last quarter of the year underreview the incidence of Covid-19 developed into a global pandemic. The directors haveassessed the impact of Covid-19 on the business at the balance sheet date and there are nochanges as of the balance sheet date. There is no disruption in operations of the Company.The lock down directives given by State and Central Government (Government) from time totime are being followed by the Company from the beginning. The Company provides softwareservices to its offshore clients in the USA. Work from home facility is provided toemployees and there are no complaints with regard to the services provided by the Company.The Company is debt free with healthy cash and cash equivalents and will be able to meetall its working capital requirements as they come up. Due to the worldwide uncertaintycaused by Covid-19 and its potential to impact the company the company has put in placemitigation plans to minimize the adverse impact on both revenue and profitability. Howeverat this juncture it is difficult to assess the overall impact on the economy and yourcompany.

Accounting Treatment

As per the provisions of Companies Act 2013 read with rules made thereunder thecompany has implemented the Indian Accounting Standards for preparing the FinancialStatements from the Financial Year 2017-18.

There are no material changes and commitments affecting the financial position of theCompany which have occured between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

Capital Structure

The authorised share capital of the Company is Rs.160000000/- comprising of160000000 equity shares of Re.1/- each. Further the paid-up equity share capital ofthe Company is Rs.10878748/- divided into 10878748 equity shares of Re.1/- each.During the year under review there was no change in the capital structure of the Company.

3. Transfer To Reserves

The company had at the beginning of the financial year an amount of Rs.550 lakhs in theGeneral Reserve. During the financial year 2019-20 the company did not transfer any amountto Reserves.

4. Dividend

The Board of directors (the Board) at their meeting held on 23rd July 2019 declaredan interim dividend of Re.1.00 (100%) per equity share of Re.1/- each for the year2019-20 amounting to Rs.108.78 lakhs. No further dividend had been declared for the yearended March 31 2020.

5. Deposits / Loans & Advances Guarantees or Investments

Your Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

The company has not given any loan or guarantee covered under the provisions of section186 of the Companies Act 2013 (Act). The details of the investments made by the companyare given in the notes to the financial statements.

6. Internal Financial Control Systems and Their Adequacy

The Company has adequate system of internal controls to safeguard and protect fromloss unauthorised use or disposition of its assets. All the transactions are properlyauthorised recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for proper maintenance of books of accounts and forfinancial reporting.

7. Related Party Transactions

The transactions with related parties were in the ordinary course of business and on anarm's length pricing basis. Suitable disclosure as required by the Accounting Standards(Ind AS) has been made in the notes to the Financial Statements. There were no materiallysignificant related party transactions which had potential conflict with the interests ofthe company at large. The Board has approved a policy for related party transactions whichhas been uploaded on the Company's websitehttp://www.saven.in/documents/results/2014-15/Policy-on-related-party-transactions.pdf.Information on transactions with related parties pursuant to Section 134(3)(h) of the Actread with rule 8(2) of the Companies (Accounts) Rules 2014 is given in Annexure-1 in FormAOC-2 and the same forms part of this report.

8. Change in the Nature of Business if any

There is no change in the nature of business affecting the financial position of theCompany for the year ended March 31 2020.

9. Subsidiary Company Joint Venture

The company does not have any Subsidiary or Joint Venture.

10. Directors and Key Managerial Personnel

Mr. Sridhar Chelikani retires as Director by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

For the perusal of the shareholders a brief resume of the Director being re-appointedalong with necessary particulars is given in the explanatory statement to the notice.

During the financial year 2019-20 at the 26th AGM of the Company Mr. R RaviIndependent Director Mrs. R Renuka Independent Director were re-appointed as IndependentDirectors of the company for second term of five years and re-appointment of Wg Cdr A BBhushan (Retd) Independent Director to continue as Independent Director during his secondterm as Independent Director on completion of 75 years of age was approved by theshareholders.

There has been no change in the Key Managerial Personnel during the financial year.

Statement on the declaration given by the Independent Directors as per Section 149(6)

The company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he /she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 read withRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.

11. Policy on Directors' Appointment and Remuneration and Other Details

The Nomination and Remuneration Committee ('the committee') comprises four independentdirectors as on March 31 2020. Wg Cdr A B Bhushan (Retd) Chairman Member Mr. R RaviMember Mrs. R Renuka Member and Mr. R S Sampath Member. Mr. R S Sampath became memberof the committee during the year. The committee is constituted as per the provisions ofCompanies Act 2013 read with rules made thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 amended from time to time.

During the period under review the Committee met two times i.e. on 16.05.2019 and23.07.2019. The Chairman of the Nomination and Remuneration Committee was present at thelast Annual General Meeting.

Remuneration Policy

The policy of the company on remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters is asrequired under sub-section (3) of Section 178 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. There has been no change inthe policy since the last fiscal year. The remuneration paid to the directors keymanagerial personnel and other employees is as per the terms laid out in the nominationand remuneration policy of the Company. The detailed policy is posted on the website ofthe company www.saven.in. Following are the salient features of the policy:

? Identifying and selection of candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria

? Identifying potential individuals for appointment as Key Managerial Personnel and toother Senior Management positions

? Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and senior management employees and their remuneration

? Review the performance of the Board of Directors and Key Managerial Personnel basedon certain criteria as approved by the Board. In reviewing the overall remuneration of theBoard of Directors and Key Managerial Personnel the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

Details of remuneration to all the directors

The Non-Executive Directors receive remuneration only by way of sitting fees forattending the meetings of the Board and Committee thereof.

a) The details of remuneration paid to all the Directors for 2019-20 is given below:(Amount in Rs.)

Name of the Director Salary Provident fund and Superannuation fund other perquisites Sitting Fees Total
Sridhar Chelikani -- -- 7500 7500
R S Sampath -- -- 62500 62500
Wg Cdr A B Bhushan (Retd) -- -- 66000 66000
R Ravi -- -- 66000 66000
R Renuka -- -- 26000 26000
Murty Gudipati 3600000 2730000 -- 6330000

b) Details of fixed component and performance linked incentives along with theperformance criteria;-

As per the terms of remuneration approved at the Annual General Meeting held on 28thSeptember 2019 Mr. Murty Gudipati was paid Rs.10 lakhs as performance incentive duringthe financial year 2019-20 on recommendation of the Nomination and Remuneration Committeeconsidering the performance of the company and approved by the Board.

c) Service contracts notice period severance fees:

Mr. Murty Gudipati's re-appointment as Executive Director and Chief Executive Officerfor the period commencing from 01st April 2018 to 31st March 2021 was approved by theBoard of Directors at the Board Meeting held on 01st February 2018 and by the members atthe Annual General Meeting held on 28th September 2018. As per the terms of hisappointment the services of Mr. Murty Gudipati can be terminated with Six months notice oneither side and he shall not be eligible for any severance pay.

The Board of Directors at their meeting held on 16th May 2019 considered Revision ofRemuneration to Mr. Murty Gudipati effective from 1st April 2019 to 31st March 2021and approved by shareholders at the Annual General Meeting held on 28th September 2019.

d) Stock option details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable- NIL

12. Number of Meetings of the Board

During the period under review the board met Five times. The dates on which theMeetings were held are 16th May 2019 23rd July 2019 11th November 2019 31stDecember 2019 and 6th February 2020.

Meetings of Independent Directors

The Independent Directors had a meeting on 26th March 2020. All the IndependentDirectors were present at the Meeting.

13. Board Evaluation

Performance Evaluation of Board Committees Individual Directors and IndependentDirectors.

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board carried out an annual performanceevaluation of its own performance the Directors as well as the evaluation of the workingof its Audit Nomination and Remuneration and Stakeholders' Relationship Committees.Independent Directors carried out a separate evaluation on the performance of Chairman andnon Independent directors. The manner in which the evaluation has been carried out isexplained below;

The evaluation took into consideration the inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture delineation of responsibilities to variousCommittees effectiveness of Board processes information and functioning execution andperformance of specific duties obligations and governance the Company and itsstakeholders. It was observed that the Board played a vital role in formulation andmonitoring of policies.

The evaluation in respect of the committees took into consideration covering variousaspects of the Committees functioning such as whether the amount of responsibilitydelegated by the Board to each of the committees is appropriate the committees takeeffective and proactive measures to perform its functions the reporting by each of theCommittees to the Board is sufficient etc. It was observed that the Board had constitutedsufficient committees wherever required with well-defined terms of reference whosecomposition was in compliance with the legal requirements and their performances werereviewed periodically. It was found that the Committees gave effective suggestion andrecommendation to the Board.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors at a separate meeting held on 26th March 2020.The evaluation also assessed the quality quantity and timeliness of the flow ofinformation between the management and the Board that were necessary for it to effectivelyand reasonably perform its duties. It was observed that the Chairman and theNon-Independent Directors discharged their responsibilities in an effective manner.

The Board evaluated the performance of Independent Directors and Individual Directorsconsidering various parameters such as their familiarity with the Company's visionpolicies values code of conduct their attendance at Board and

Committee Meetings whether they participate in the meetings constructively byproviding inputs and provide suggestions to the Management/Board in areas of domainexpertise whether they seek clarifications by raising appropriate issues on thepresentations made by the Management/reports placed before the Board practiceconfidentiality etc. It was observed that the Directors discharged their responsibilitiesin an effective manner. The Directors possess integrity expertise and experience in theirrespective fields.

During the year under review the recommendations made in the previous year weresatisfactorily implemented.

14. Audit Committee

The Audit Committee ('the committee') comprises three independent directors as on March31 2020 Mr. R Ravi Chairman Mr. R S Sampath Member Wg Cdr A B Bhushan (Retd)Member. The committee is constituted as per the provisions of Companies Act 2013 readwith rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 amended from time to time.

During the period under review the Committee met four times i.e. on 15.05.201923.07.2019 11.11.2019 and 06.02.2020. The Chairman of the Audit Committee was present atthe previous Annual General Meeting.

The Statutory Auditors and the Internal Auditors of the Company were invited to attendthe Audit Committee Meeting. Mr. Murty Gudipati Executive Director and the ChiefFinancial Officer were also invited to attend the Audit Committee Meeting. The CompanySecretary acts as the secretary to the committee.

15. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee ('the committee') comprises three independentdirectors as on March 31 2020. Wg Cdr A B Bhushan (Retd) Chairman Member Mr. R RaviMember Mr. R S Sampath Member. The committee is constituted as per the provisions ofCompanies Act 2013 read with rules made thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 amended from time to time.

During the period under review the Committee met four times i.e. on 15.05.201923.07.2019 11.11.2019 and 06.02.2020. The Chairman of the Stakeholders' RelationshipCommittee was present at the previous Annual General Meeting.

16. Auditors

Statutory Auditors

At the Annual General Meeting (AGM) held on September 25 2017 M/s. Suryanarayana andSuresh. Chartered Accountants Hyderabad were appointed as Statutory Auditors of thecompany to hold office till conclusion of the AGM to be held in the calendar year 2022.The Ministry of Corporate Affairs vide its notification dated 7th May 2018 has done awaywith the requirement of yearly ratification of appointment of Statutory Auditors at theAGM.

There are no qualifications reservation or adverse remark in the Audit Report for theFinancial Year ended 31st March 2020.

Secretarial Audit

Mr. S Chidambaram Company Secretary in Practice Hyderabad was appointed to undertakethe Secretarial Audit of the Company for the Financial Year 2019-20. The Secretarial AuditReport is given in Annexure-2.

There are no qualifications reservation or adverse remark in the Audit Report for theFinancial Year ended 31st March 2020.

Internal Auditors

In terms of the provisions of Section 139 of the Act and based on the recommendation ofAudit Committee the Board of Directors at their meeting held on 15th May 2019re-appointed M/s. Nandyala and Associates Chartered Accountants as the Internal Auditorsof the Company. Nandyala and Associates Chartered Accountants confirmed their willingnessto be re-appointed as the Internal Auditors of the Company. Further the Audit Committeein consultation with Internal Auditors formulated the scope functioning periodicitymethodology for conducting the internal audit.

17. Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 your Directors would like tostate that:

a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along

with proper explanation relating to material departures if any; b. The Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year ended March 31 2020 and theprofit of the Company for that financial year;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and 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. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government-NIL

19. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo

Conservation of Energy:

The nature of the Company's operations requires a low level of energy consumption.

Research and Development (R&D):

The Company continues to look at opportunities in the areas of research and developmentin its present range of activities.

Technology Absorption:

The Company continues to use the latest technologies for improving the productivity andquality of its services. The Company has not imported any technology during the year.

Foreign Exchange Earnings and Outgo:

Foreign Exchange earned by the Company during the financial year 2019-2020 wasRs.1150.31 lakhs compared to foreign exchange earned during the financial year 2018-2019was Rs.1060.95 lakhs. The Foreign Exchange outgo for the company during the financial year2019-2020 was Rs.7.24 lakhs compared to foreign exchange outgo during the financial year2018-2019 was Rs.4.36 Lakhs.

20. Particulars of Employees

(a) The information required under section 197 of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure-3.

(b) The information required under Section 197(12) of the Companies Act 2013("the Act") read with Rule 5(2) & of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. Howeverpursuant to first proviso to Section 136(1) of the Act this Report is being sent to theShareholders excluding the aforesaid information. Any shareholder interested in obtainingsaid information may write to the Company Secretary at the Registered Office of theCompany and the said information is available for inspection.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 are given inAnnexure-4. The web address where annual return referred to in sub-section (3) of section92 has been placed is www.saven.in.

22. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act 2013 and SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 the company has formulated apolicy on risk management. The Board regularly discusses the significant business risksidentified by the Management and the mitigation process being taken. The Company has anadequate risk management framework to identify monitor and minimize risks as alsoidentify business opportunities. At present the company has not identified any element ofrisk which may threaten the existence of the company.

23. Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Company has established a Whistle BlowerPolicy to deal with instance(s) of fraud and mismanagement if any. The Whistle BlowerPolicy ensures that strict confidentiality is maintained whilst dealing with concerns andalso that no discrimination will be meted out to any person for a genuinely raisedconcern. Employees may also report to the Chairman of the Audit Committee. During the yearunder review there were no complaints received by the Audit Committee under theprovisions of Whistle Blower. The details of the Whistle Blower Policy is posted on thewebsite of the Companyhttp://www.saven.in/documents/results/2018-19/Revised%20Whistle%20Blower%20Policy.pdf.

24. Unclaimed Dividends/ Return of Capital Amount

a) Unclaimed Dividends-Dividends that are unclaimed for a period of seven years arestatutorily required to be transferred to Investor Education and Protection Fund Authority(IEPF Authority) administered by the Central Government. Further pursuant to theprovisions of Section 124 of the Companies Act 2013 read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 includingamendments thereto ('IEPF Rules') all shares on which dividend has not been paid orclaimed for seven consecutive years or more shall be transferred to IEPF Authority asnotified by Ministry of Corporate Affairs. Those members who have so far not encashedtheir dividend warrants for the under mentioned Financial Years may claim or approach theCompany for the payment thereof as the same will be transferred to the Investors'Education and Protection Fund (IEPF) of the Central Government pursuant to Section 125 ofthe Companies Act 2013. Members are requested to note that after such dates they willlose their rights to claim such dividend from the Company. The shareholders whose dividendwill be transferred to the IEPF Authority can claim the same from IEPF Authority byfollowing the procedure as detailed on the website of IEPF Authority.

Financial Year Rate of Dividend Date of Declaration of Dividend Due date to claim the Dividend
2014-15 (Interim) 7% 4th August 2014 7th September 2021
2014-15 (Final) 10% 17th August 2015 20th September 2022
2015-16 (Interim) 20% 10th November 2015 14th December 2022
2018-19 (Interim) 100% 27th November 2018 31st December 2025
2019-20 (Interim) 100% 23rd July 2019 22nd August 2026

Members are requested to make their claims without any delay to the Company'sRegistrar and Transfer Agent XL Softech Systems Limited at email id: xlfield@gmail.com byproviding folio no and other necessary details. Pursuant to the provisions of IEPF Rulesthe Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany on the website of the Company www.saven.in as also on the website of the Ministryof Corporate Affairs.

b) Unclaimed Return of Capital Amount - The Company pursuant to Reduction of Capital inthe year 2018 had returned to shareholders as on Record date i.e. 20th March 2018 anamount of Rs.9/- (Rupees Nine only) per equity share of Rs.10/- (Rupees Ten only) eachheld by them. The unclaimed amount as on 31st March 2020 is Rs.1163547/-. Theshareholders as on the said record date who have not encashed the amount are requested tomake their claims to the Company's Registrar and Transfer Agent XL Softech SystemsLimited at email id: xlfield@gmail.com by providing folio no and other necessary details.

25. Compliance with Secretarial Standards

The Company has complied with the applicable mandatory Secretarial Standards.

26. Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities of the Company.

27. Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibility under the Companies Act2013 do not apply to the company.

28. Prevention Of Sexual Harassment Policy

The Company has in place a Policy on Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

Your Directors further state that during the year under review no complaints werereceived pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

29. Prevention of Insider Trading

As per SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopteda Code of Conduct for Prevention of Insider Trading. The Company has appointed ComplianceOfficer who is responsible for setting forth procedures and implementation of the codefor trading in Company's securities. During the year under review there has been duecompliance with the said code of conduct for prevention of insider trading.

30 The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules 2014 there are nosignificant material orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.

31. Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industrystructure and developments opportunities and threats future outlook risks and concernsetc. is furnished separately and forms part of this Board's Report.

The paid up equity share capital is below Rupees Ten Crore and Net Worth below rupeesTwenty Five crore as on the last day of the previous financial year i.e. as per AuditedFinancials of 31st March 2019 of the company. As per the provisions of Regulation 15(2)of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 thecompliance with the Corporate Governance provisions as specified in Regulations 17 to 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E ofSchedule V shall not apply; therefore the Corporate Governance Report is not Annexed inthe Annual Report.

The Company is complying with all the applicable provisions of Companies Act 2013 readwith rules made thereunder SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and other statutory regulations.

Pursuant to provisions of Schedule V (A) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with Related Party Disclosure is given innotes to financial statement and pursuant to provisions of Schedule V (F) Disclosureswith respect to demat suspense account/ unclaimed suspense account the company does nothave any demat suspense account/ unclaimed suspense account.

32. Acknowledgments

Your Directors thank the investors bankers clients and vendors for their continuedsupport. Your Directors place on record their appreciation for the valuable contributionmade by the employees at all levels.

For and on behalf of the Board
Place: Hyderabad R S Sampath
Date : August 13 2020 Chairman
DIN:00063633

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