To the Members
The Directors of your Company has pleasure in presenting before you the
29th Annual Report of the Company together with the Audited Financial Statements for the
Financial Year ended 31st March, 2023.
CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS AND STATE OF
AFFAIRS:
(Rs. in Lakhs)
Particulars |
2022-23 |
2021-22 |
Gross Income |
8671.85 |
23587.40 |
Profit Before Interest and Depreciation |
1029.57 |
4714.81 |
Finance Charges |
952.56 |
624.97 |
Gross Profit |
78.04 |
4089.84 |
Provision for Depreciation |
42.14 |
42.82 |
Profit before exceptional and extraordinary
items and tax |
34.87 |
4047.02 |
Exceptional Items |
-19.43 |
- |
Provision for Tax |
(235.99) |
1305.60 |
Net Profit After Tax |
251.43 |
2741.42 |
Other Comprehensive Income |
- |
-0.22 |
Total Comprehensive Income |
251.43 |
2741.20 |
Total Comprehensive Income Attributable to |
|
|
a) Owners |
251.74 |
2741.52 |
b) Non-Controlling Interest |
-0.31 |
-0.32 |
Earnings per Equity Share of Rs. 10/- each |
|
|
Basic |
2.45 |
2.45 |
Diluted |
2.31 |
2.31 |
Proposed Dividend on Equity Shares |
0 |
0 |
Tax on proposed Dividend |
0 |
0 |
1. PERFORMANCE OF THE COMPANY:
Your Company has already embraced the idea of Circular Economy
successfully for the past years. It has been successful in employing repair,
remanufacture, remarket and recycle processes thus enabling the extension of end of life
products. By extending the end of life of a single PC, we can delay a carbon footprint of
422.5 KGs by couple of years. Your Company has collected over 10,000metric tons of e-wate
and recycled about 9800 metric tons for the year ending March 2023.
Your Company has also partnered with large OEMs and world's
largest data storage company to collect the used/end of life assets from bulk consumers
and has four large OEMs as customers in the EPR business segment. Godrej, Whirpool,
Johnsons, LG and Apple have been the main producers to whom Cerebra caters to their EPR
commitments.
This division is in trouble due to lack of working capital and we are
working on a few funding options and hopefully should be able
to raise money and put the Company back on rails.
2. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments which occurred,
affecting the financial position of the Company between 31st March, 2023 and the date on
which this report has been signed.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company continues to focus on the strength of ESD, EMS and E-Waste
and in addition, the Company will be focusing on the High-End Servers, Large Data Storage
etc.
4. DIVIDEND:
Whilst your Directors understand the sentiments of the Investors, the
financials in the year that has passed, do not enable the
Board to recommend any dividend. The Board regrets its inability to
recommend any Dividend
Your Board will endeavour to consider dividend in the years to come
then barring unforeseen circumstances.
5. AMOUNTS TRANSFERRED TO RESERVES:
The Board of the Company has proposed to transfer any funds to its
reserves.
6. CHANGES IN SHARE CAPITAL: Authorized Share Capital
There are no changes in the Authorized Share Capital of the Company
during the financial year 2022-23.
The Authorized Share Capital of the Company is Rs. 1,53,00,00,000
(Rupees One Hundred and Fifty Three Crores only) dividend
into 15,30,00,000 (Fifteen Crores Thirty Lakhs) Equity Shares of Rs.
10/- (Rupees Ten only).
Paid up Share Capital
There are no changes in the Paid-up Share Capital of the Company during
the financial year 2022-23.
The Paid-up Share Capital of the Company is Rs. 1,11,98,64,820/-
(Rupees One Hundred and Eleven Crores Ninety Eight Lakhs Sixty Four Thousand Eight Hundred
and Twenty only) divided into 11,19,86,482 (Eleven Crores Nineteen Lakhs Eighty Six
Thousand Four Hundred and Eighty Two) Equity Shares of Rs. 10/- (Rupees Ten only) each.
Disclosure regarding Issue of Equity Shares with Differential Voting
Rights
During the financial year under review, the Company has not issued any
Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options:
During the financial year under review, the Company has not issued any
Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares:
During the financial year under review, the Company has not issued
Sweat Equity Shares.
7. CAPITAL INVESTMENTS
Capital Investments during the financial year 2022-23 was at Rs.290.91
(Net of capital work-in-progress and capital advances) and for financial year2021-22 is
Rs.290.91 (Lakhs).
8. BOARD MEETINGS:
The Meetings of the Board are held at regular intervals with a time gap
of not more than 120 days between two consecutive Meetings. During the financial year
under review, Seven (7) Meetings were held on 4th April, 2022; 30th May, 2022, 12th
August, 2022; 14th November, 2022;28th November, 2022, 8th February 2023 and 14th
February, 2023.
The Agenda along with the Notes thereon of the Meetings are circulated
to the Directors in advance. Minutes of the Meetings of the Board of Directors are
circulated amongst the Members of the Board for their perusal.
The details of other Committee Meetings held during the financial year
2022-23 are exhibited in the Corporate Governance Report.
Committees of the Board:
Currently, the Board has six (6) Committees viz. Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate
Social Responsibility Committee, Risk Management Committee and Rights Issue Committee. A
detailed note on the composition of the Board and its Committees and other related
particulars are provided in the Report on Corporate Governance forming part of this Annual
Report.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. P. Vishwamurty, (DIN: 01247336), Chief Financial Officer
and Whole-time Director, retires at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.
Mr. H S Venkatesh resigned from the office of Chief Financial Officer
of the Company due to personal reasons with effect from the closing hours of 30th August,
2022.
Mr. Parthasarathi Naik resigned from the office of the Independent
Director of the Company on 20th October 2022.
Mr. Riyaz Suterwalla resigned from the office of the Director w.e.f.
9th September 2022 due to his personal and business commitments.
Mr. Amul Mahendra Shah resigned from the office of the Director w.e.f.
14th February 2023 due to his personal commitments.
Post 31st March, 2023, Mr. PE Krishnan, Mr. S Gopalakrishnan, Mr. MVS
Vasanand,Ms. Bhavna Philipose, Independent Directors opted to step down from the Board due
to personal reasons and have confirmed that there was no material reason. These Directors
have maintained highest standards of integrity in their dealings with the Company during
their tenure. They also possessed the requisite expertise and experience (including
Proficiency) necessary for acting as Independent Directors of the Company.
Ms. Maitri Chatterjee resigned from the office of Company Secretary and
Compliance Officer of the Company due to personal reasons with effect from the closing
hours of 18th October, 2022.
Based on the recommendation of the Nomination and Remuneration
Committee, Mrs. Mala Poddar was appointed as the Company Secretary and Compliance Officer
of the Company with effect from 14thNovember, 2022 by the Board at its Meeting held on
14th November, 2022.
10.DECLARATION FROM INDEPENDENT DIRECTORS ON AN ANNUAL BASIS:
Your Company has received necessary declaration from each Independent
Director of the Company under the provisions of Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of their Independence
laid down in the provisions of Section 149(6) of the said Act.
On October 22, 2019, MCA had released the Companies (Accounts)
Amendment Rules, 2019, the Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of
Independent Directors) Rules, 2019. These rules have come into force on December 1, 2019
and your Company has complied with these requirements.SEBI (LODR) (Amendment) Regulations,
2018 has changed the evaluation criteria of Independent Directors from April 1, 2019. As
per the amendment, evaluation of Independent Directors by the entire Board shall include:
(a) Performance of Directors and (b) Fulfilment of independence criteria as specified in
the Listing Regulations and their independence from the management.
Details on terms of appointment of Independent Directors and the
familiarization program have been displayed on website of the Company at
http://www.cerebracomputers.com/pdf/Policies/Familiarisation_Program_ID.pdf
11. COMPOSITION OF AUDIT COMMITTEE:
As on 31st March, 2023, the Audit Committee of the Company consisted of
three (3) Non-Executive Independent Directors and all of them have financial and
accounting knowledge.
The Board has accepted the recommendations of the Audit Committee
during the Financial Year under review. The composition of Audit Committee as on 31st
March, 2023 is as follows: a. Mr. S. Gopalakrishnan - Chairman b. Mr. P. E. Krishnan -
Member c. Mr. MVS Vasan - Member
In view of the cessation of certain Members of the Committee, your
Company will take steps to address this by inducting new Directors.
12. NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a Policy for selection and appointment of Directors, Senior Management
and for other employees and their remuneration. The same has been disclosed on the website
of the Company at https://www.cerebracomputers.com/pdf/Policies/Nominationa-and-Remuneration-Policy.pdf.
The composition, criteria for selection of Directors and the terms of reference of the
Nomination and Remuneration Committee is stated in the Corporate Governance Report.
The composition of Nomination and Remuneration Committee as on 31st
March, 2023 is as follows: a. Mr. S. Gopalakrishnan - Chairman b. Mr. P. E. Krishnan -
Member c. Mr. MVS Vasan - Member
In view of the cessation of certain Members of the Committee, your
Company will take steps to address this by inducting new Directors.
13.VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established an effective Vigil Mechanism pursuant to
the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per
Regulation 4(2)(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 which is available on website of the Company at https://cerebracomputers.com/pdf/Policies/Policy-Whistle-Blower-and-Vigil-Mechanism.pdf
and there were no cases reported during the last period.
14.RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT
OF COMMISSION /
REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No commission has been received by MD/WTD from the Company and/or
receipt of commission/remuneration from its Subsidiary Companies to be provided during the
financial year under review.
15. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and the Companies
(Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the
website of the Company at http://www.cerebracomputers.com/.
16.COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings
(SS-2).
17.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JV:
The Company has one Subsidiary namely:
a) Cerebra LPO India Limited, India
Financial performance of the Subsidiary Company referred to in Section
129 of the Companies Act, 2013 in Form AOC-1 is annexed to this Report as Annexure-I.
Your Company did not have any Joint Venture or Associate Company as at
the end of the Financial Year 2022-23.
The Policy for determining material Subsidiaries as approved by the
Board is uploaded on the Company's website of the Company at https://www.cerebracomputers.com/pdf/Policies/Policy-for-determining-Materiality-for-Disclosures.pdf.
18.STATUTORY AUDITORS:
Messrs YCRJ & Associates, Chartered Accountants, Bangalore (Firm
Registration No. 006927S) were appointed as Statutory Auditors of the Company for a period
of 5 (five) years, to hold office from the conclusion of AGM 2020 till the conclusion of
the 31st (thirty first) AGM to be held in the year 2025.
Messrs YCRJ & Associates, Chartered Accountants have confirmed that
they satisfy the independence criteria as per
Companies Act, 2013 and Code of ethics issued by the Institute of
Chartered Accountants of India.
QUALIFICATIONS IN THE AUDIT REPORT:
Explanations by the Board on the comments of Statutory Auditors:
Sl. No. |
Qualifications made by Statutory Auditors |
Explanations by the Board |
a. |
The Company has reported
Rs.45.51 Crore as inventory held by the company including E waste inventory as on
31.03.2023, for which we have not been provided with item wise details, movement of
inventory during the year and basis for valuation, due to the nature of inventory, we
could not verify the quantity of the inventory and In the absence of sufficient audit
evidence we are unable to validate the correctness of the quantity and value of inventory
held as on 31.12.2023 and its consequential impact, if any, on the standalone Ind AS
financial statement inventory |
With respect to the
qualification mentioned the management is of the opinion that the Company has maintained
stock records. However, nature of inventory measurement of EPR materials can be done only
on estimated basis. However, the Company has initiated the development of software to
address the requirement. |
b. |
Loans (under Non-current
assets) reported by the company includes Rs.5.95 Crore receivable from its subsidiary
company and which is outstanding for more than 3 years. Also, the subsidiary company's
auditors expressed concerns over the subsidiary company's ability to continue as going
concern as the net worth of the company has been completely eroded. |
With respect to the
qualification mentioned the management is proposing to merge the subsidiary company with
the company or it will look out for outright sale for recovery of advance. |
|
The company has not made any
provision for expected loss of said advance and its investment in equity shares (with book
value of Rs.0.035 Crore) of the said subsidiary company. And hence, profit and Reserves
reported in standalone financial result are over stated to the extent of Rs.5.97 Crore. |
|
c. |
The company has not made any
provision for bad and doubtful debts. Trade Receivables reported under non-current assets
amounting Rs.60.57 crore and trade receivable reported under current assets includes
Rs.86.40 crore receivable from various parties which are outstanding for more than 1 year. |
Management and their
representative are in continuous touch with the parities for the settlement and they are
in the opinion that the same is recoverable. Hence, no provision is made. |
|
The balance reported under
trade receivables are subject to confirmation and therefore we are unable to comment on
the recoverability of the said receivables and its impact, if any, on the standalone Ind
AS financial statements. |
|
d. |
Other Non-Current Assets
includes to Rs 85.28 Crore and Other current assets includes Rs.15 crore Pertaining to
outstanding dues recoverable from an overseas party on account of sale consideration of
Company's erstwhile subsidiary M/s Cerebra Middle East FZCO Dubai, vide sale agreement
dated 17.03.2022. As per the terms of the said agreement, the payment period now stands
expired and overdue for payment and no provision has been made in the books for bad and
doubtful receivables, also the said balances were not restated as per the requirement of
Ind AS 21 "The effects of changes in foreign exchange rates" and also, we are
unable to comment on the regulatory compliances, recoverability of this and its impact on
the standalone Ind AS financial statements. |
As per our mutual agreement,
the pending realization of advances, the advance amount of Rs.100.28 crores. The
consideration of sale of investment is expected to be received in the next year. As per
our opinion the receivable amount is good for recovery and no provision is requiring to be
made on the same as well. |
|
|
Also as the amount is still
be shown as receivable as per our agreement and therefore, the company is not a
subsidiary. Therefore, there is no requirement of any adjustments to be made in the
financial statement of the company. The same will be shown as receivable under capital
advances balance for the year end 31.03.2023. |
e. |
Other Current Assets includes
Rs.18 crore capital advances and other advances paid by the company to various parties
which are outstanding for more than 1 year and no provision has been made in the books for
bad and doubtful portion and no confirmation of balances have been provided. |
These are the advances made
against the purchase of capital asset. These advances will be adjusted at the time of
completion of the purchase. We confirm that, it will be adjusted or recovered in future
and good for recovery. Therefore, no provision is required to be made against the same. |
|
Hence, we are unable to
comment on its recoverability and its consequential impact, if any, on the standalone Ind
AS financial statements. |
|
19.SECRETARIAL AUDITOR:
14
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Parameshwar G Bhat, Bangalore, a Company Secretary in Practice
to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor
in Form MR-3 is annexed to this Report as Annexure II.
Explanations by the Board on the comments of Secretarial Auditors:
Sl.No. |
Qualifications made by Secretarial
Auditors |
Explanations by the Board |
a |
The Company has not spent the
mandated amount towards CSR obligations during the year thereby not complying with Section
135 of the Companies Act, 2013. |
Explanations by the Board The
Company was not able to identify a suitable project for the CSR spend. However, the
Company will endeavour to spend the amount for CSR in the current Financial Year. |
b |
The Company had proposed to
raise capital by way of rights issue which was approved in the Board Meeting held on
04.04.22. The Company appointed Merchant Banker; however, the process was not completed. |
The Company could not proceed
with the rights issue during the year. |
c |
The Stock Exchanges have
observed some discrepancies in some of the disclosures filed before them and there was
slight delay in filing Intimation for Reg 74(5) for June 2022. |
This will be taken care of in
future. |
d |
There was one adjudication
application pending before the Registrar of Companies (ROC) for the non-compliance of not
appointing the Company Secretary for the period of 01.04.2014 to 08.01.2015 and the
Company's application is pending before ROC. |
The Company is waiting for
the order from the Registrar of Companies. |
e |
The Company may take steps to
follow the Secretarial Standards 1 and 2 fully. |
This will be taken care of in
future. |
f |
Certain disclosures were not
available on the website of the Company. |
The Company is taking steps to
comply with the necessary requirements. |
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy:
Steps taken / impact on conservation of
energy, |
The Company's operations are not power
intensive. |
|
Nevertheless, your Company
has introduced various measures to conserve and minimize the use of energy wherever it is
possible. |
(i) Steps taken by the company
for utilizing alternate sources of energy including waste generated |
Nil |
(ii) Capital investment on
energy conservation equipment Total energy consumption and energy consumption per unit of
production as per Form A |
Not Applicable Not Applicable |
(B)Technology absorption: |
|
Efforts in brief, made towards
technology absorption, adaptation and innovation |
Nil |
Benefits derived as a result
of the above efforts, e.g. product improvement, cost reduction, product development,
import substitution, etc. |
Not Applicable |
In case of imported technology
(imported during the last 5 years reckoned from the beginning of the financial year),
following information may be furnished: |
Nil |
Technology imported |
Not Applicable |
Year of Import |
Not Applicable |
Has technology been fully absorbed |
Not Applicable |
If not fully absorbed, areas
where this has not taken place, reasons therefore and future plan of action |
Not Applicable |
(C) Research and Development (R&D) |
|
Specific areas in which R
& D carried out by the company |
The Company has not carried
out any research and development work during the course of the year. |
Benefits derived as a result of the above R
& D |
Not Applicable |
Future plan of action |
Not Applicable |
Expenditure on R & D |
|
(a) Capital |
Nil |
(b) Recurring |
Nil |
(c) Total |
Nil |
(d) Total R & D expenditure as a
percentage of total turnover |
Nil |
(D) Foreign exchange earnings and Outgo
Activities relating to exports |
Not Applicable |
Initiatives taken to increase exports |
Not Applicable |
Development of new export markets for
products and services |
Not Applicable |
Export plans |
Not Applicable |
Total Exchange used (Cash basis) |
As on 31st March, 2023: Rs. 1,82,56,315/- |
Total Foreign Exchange Earned (Accrual Basis) |
As on 31st March, 2023: Rs. 46,91,825/- |
21. RATIO OF REMUNERATION TO EACH DIRECTOR:
The Company had 178 employees as on 31st March, 2023. Pursuant to the
provisions of Section 197(12) of the Companies Act, 2013 and read with Rules 5(1), (2) and
(3) of the Companies (Appointment and Remuneration) Rules, 2014, details/disclosures of
Ratio of Remuneration to each Director to the median employee's remuneration is annexed to
this report as Annexure-III.
There are no employees receiving remuneration more than Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to
Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not required.
There are no employees posted and working in a country outside India,
not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs
only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case
may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be
circulated to the members and is not attached to the Annual Report.
22. DEPOSITS:
Your Company has not invited/accepted/renewed any deposits from public
as defined under the provisions of Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment
on or before 31st March, 2023.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
Not applicable.
24. REVISION OF FINANCIAL STATEMENT OR THE ANNUAL REPORT:
As per the Secretarial Standards-4, in case the Company has revised its
financial statement or the Report in respect of any of the three preceding financial years
either voluntarily or pursuant to the order of a judicial authority, the detailed reasons
for such revision shall be disclosed in the Report of the year as well as in the Report of
the relevant financial year in which such revision is made.
No such revision of Financial Statements took place in any of the three
preceding financial years under consideration.
25. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
There is no such process initiated during the year, therefore said
clause is not applicable to the Company.
26. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
There were no such events that took place during the year under
consideration.
27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has continued to maintain, high standards of internal
control designed to provide adequate assurance on the efficiency of operations and
security of its assets. The adequacy and effectiveness of the internal control across
various activities, as well as compliance with laid-down systems and policies are
comprehensively and frequently monitored by your Company's management at all levels of the
organization. The Audit Committee, which meets at least four times a financial year,
actively reviews internal control systems as well as financial disclosures with adequate
participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.
Based on the report of internal audit, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Any significant audit observations
and corrective actions thereon are presented to the Audit Committee and the Board. No
major internal control weakness was identified during the year. The Company also has a
well-functioning Whistle Blower Policy in place
The Board has appointed Messrs RPAR & Co LLP, Chartered Accountants
as Internal Auditors of your Company for the Financial Year 2023-24.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year under review, the Company has not given any
loan, Guarantees or made Investments within the meaning of Section 186 of the Companies
Act, 2013.
29. RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy pursuant to the requirements
of Listing Regulations. The details of Committee and its terms of reference are set out in
the Corporate Governance Report forming part of the Board's Report.
The Policy on Related Party Transaction as approved by the Board is
uploaded on the Company's website at https://cerebracomputers.com/
pdf/Policies/2021-08-14-Cerebra-Risk-Management-Policy.pdf.
30. INDUSTRIAL RELATIONS:
Industrial relations have been cordial and constructive, which have
helped your Company to achieve production targets.
31. RELATED PARTY TRANSACTIONS:
There were no Related Party Transaction during the Financial Year for
disclosure.
However, the Policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website at https://cerebracomputers.com/pdf/Policies/2022-01-27-Policy-on-Related-Party-Transaction.pdf
.
32. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance and the Directors individually. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
Further, the Independent Directors, at their exclusive Meeting held on
14th February, 2023, reviewed the performance of the Board, its Chairman and Non-Executive
Directors and other items as stipulated under the Listing Regulations. The Independent
Directors have also declared their independence. The Nomination and Remuneration Committee
has reviewed the existing criteria for evaluation of performance of the Independent
Directors and the Board and reviewed the existing policy of remuneration of Directors.
33. LISTING WITH THE STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
financial year 2023-24 to National Stock Exchange of India Limited (NSE) and
BSE Limited where the Company's Shares are listed.
34. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
A separate Report on Corporate Governance in terms of Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a
Certificate from a Practising Company Secretary regarding compliance to the Conditions
stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached to this report as Annexure IV.
As required by SEBI (LODR) (Amendment) Regulations, 2018, 'Annual
Secretarial Compliance Report' issued by Mr. Parameshwar G Bhat, Practising Company
Secretary for the Financial Year ended 31st March 2023 has been filed with the Stock
Exchanges on 30th May, 2023.
Further, in compliance with the Listing Regulations, your Board has
adhered to the Corporate Governance Code. All the requisite Committees are functioning in
line with the guidelines.
As reported earlier, a reputed firm of independent Chartered
Accountants has been carrying out the responsibilities of Internal Audit of the Company
and periodically reporting their findings on systems, procedures and management practices.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
The Company has formulated CSR Policy pursuant to the provisions of
Section 135 of the Companies Act, 2013.The Company has constituted a Corporate Social
Responsibility (CSR) Committee comprising of the following Members: 1. Mr. V Ranganathan -
Chairman
2. Mr. S Gopalakrishnan - Member 3. Mr. P Vishwamurthy - Member 4. Mr.
P E Krishnan - Member
The details of Expenditures on CSR activities are attached as Annexure
V to this Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is annexed herewith as
Annexure VI.
37. BUSINESS RESPONSIBILITY REPORT:
Since your Company is one not among the top 1000 Listed Companies based
on market capitalization as of 31st March, 2023, a separate Section on
Business Responsibility Report is not needed to be attached.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in Company's premises through various
interventions and practices. The Company always endeavours to create and provide an
environment that is free from discrimination and harassment including sexual harassment.
Policy on Prevention of Sexual Harassment at Workplace has been
released by the Company. The Policy aims at prevention of harassment of employees and lays
down the guidelines for identification, reporting and prevention of undesired behaviour.
The Internal Complaints Committee (ICC) was set up from the senior management with women
employees constituting majority. The ICC is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the Policy.
No complaint pertaining to sexual harassment was reported during the
financial year.
39. DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; (b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period; (c) the
Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets 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 company and 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 all applicable laws and that such systems were adequate
and operating effectively
40.DISCLOSURE REQUIREMENTS:
As per SEBI Listing Regulations, the Corporate Governance Report with
the Auditors' Certificate thereon and Management Discussion and Analysis are attached,
which forms part of this report. The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India from time to time and that such systems are
adequate and operating effectively.
41. ACKNOWLEDGEMENTS:
The Directors place on record their appreciation for valuable
contribution made by employees at all levels, active support and encouragement received
from the Government of India, Government of Karnataka, Company's Bankers, Customers,
Principals, Business Associates and other Acquaintances.
Your Directors recognize the continued support extended by all the
Shareholders and gratefully acknowledge with a firm belief that the support and
trust will continue in future also.
For and on behalf of Cerebra Integrated Technologies Limited
Date: 30th May 2023 |
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Place: Bangalore |
V Ranganathan |
Vishwamurthy P |
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Managing Director |
Whole Time Director |
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DIN: 01247305 |
DIN: 01247336 |
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rd |
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Address: Brindavan 90, 3 Cross, |
Address:No.: 22 A, VANASUMA' |
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rd th |
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Sri Venkateshwara Krupa Layout |
3 Stage, 4 Block, |
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West of Chord Road, Bangalore-560 079 |
Basaveshwaranagar |
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Bangalore-560 079 |