cybermate infotek ltd Directors report

Revenue for the year ended 31st March 2023 stands at Rs.2345.58 lakhs as compared to 3729.41lakhs the same period last year. The Companys revenues declined by about 37.10 % over the previous year.

There is no contribution of revenues from the wholly owned subsidiaries as these companies were not operational in US and Portugal. Hence on account of consolidation, there are no additional revenues.

The Company had earned a net profit 47.72 lakhs (before tax) as against a net profit Rs. 14.75 Lakhs (before tax) in the previous year

During the year, additions to fixed assets were marginal, similar to the previous year.

No Dividend is being proposed for the current financial year to conserve resources.

During the year the Subsidiary companies could not continue commence operations. Statement pursuant to Section 129 Subsection (3)(i) of the Companies Act 2013, read with Rule 5 of Companies Accounts Rules, 2014 relating to financial statements of subsidiary companies as formatted in AOC-1 form has been attached as Annexure-I to this report.

Your Directors have on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration in accordance with Section 197 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The remuneration paid to your Directors and Managerial Personnel is in accordance with the Nomination and Remuneration Policy thus formulated.

The information required under Section 197 (12) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - II.

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the board evaluation framework.

The framework includes evaluation of directors on parameters such as.

• Peer Evaluation

• Decision Making

• Analysis of Information

• Board Dynamics & Relationships

• Corporate Strategy

• Participation at Board Committees

The Companies Act 2013 states that a formal evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act States that the performance evaluation of independent directors shall be done by the entire board of directors excluding the director being evaluated.

The evaluation process has been explained in Corporate Governance Report.

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Grievances Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

The Company has neither accepted nor renewed any deposits during the year under review. There are no outstanding deposits.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

In accordance with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company is required to have an Anti- sexual harassment policy through which an Internal Complaints Committee is constituted. The said committee meets at regular intervals to redress any complaints received by the committee in these lines and after due deliberation aims at disposing off the complaints. However, there has been no such complaint filed within the company till date.

During the year under review there are no material adverse orders passed by regulators or court

There are no significant events which are affecting the financial position of the company subsequent to the balance sheet date.

However, the FCCBs issued in 2018 are maturing on the 09th July 2023. The Investors have sought an extension of maturity date for a further period of one year i.e., up to 08th July 2024.

All Contracts/arrangements/transactions entered by the company during the financial year 2021-22 with related parties were in the ordinary course of business and on an arms length basis.

In this regard, we draw your attention to Note 32 containing a Statement Pursuant to Clause (h) of sub section 134 of the companies Act 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, to the financial statements which sets out related party disclosures.

The directors of the company have met Eight (8) times during the financial year under review for the purposes of discussing the affairs of the company and its business, the details of which are listed below:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The company has also set out a whistle blower policy in terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, so as to ensure that the business is conducted with integrity and the companys financial information is accurate.

The Policy on Vigil Mechanism and whistle blower policy may be accessed on the companys website.

Whenever, new Non-executive and Independent Directors are inducted in the Board they are introduced to our Companys culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, Board procedures, our major risks and management strategy.

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the accounts for the financial year ended March 31, 2023 on a going concern basis.

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provision of all applicable laws were in place and were adequate and operating effectively.

Form MGT 9 containing details, forming part of the extract of the Annual return is disclosed on the website of the company at www.orchasp.com/investors. [pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014].

The Risk Management framework is not applicable to the Company as per the statute for the current period.

Pursuant to Section 135 of the Companies Act, 2013 every Company having.

• Net worth of rupees five hundred crore or more, or.

• Turnover of rupees one thousand crore or more or.

• Net profit of rupees five crore or more.

During any financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

During the financial year 2018-19, on the basis of the Net Profit earned, the company qualified for Corporate Social Responsibility initiatives. The company has constituted a committee for the same (as provided under "Boards Committee" - Point No. 9). The company shall plan and implement the CSR activities in due course.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

The Company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the Companys internal controls and procedures and confirm that they are adequate based on the size and the nature of its business.

The Company has a well-established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

M/s P C N & Associates have been appointed as statutory auditors from the conclusion of the 27th Annual General meeting for a period of five (5) years. This is the second year of their term of office, and they continue to be the statutory auditors of the company for the ensuing period.

The Board has appointed Mr. Y. Koteswara Rao, Practising Company Secretary, Hyderabad to conduct Secretarial Audit for the financial year 2022-23. However due to his non availabilty, the board has appointed Ms. T Durga Pallavi as the Secetarial Aduitor for the period. The Secretarial Audit report as issued by Ms. T Durga Pallavi for the financial year ended March 31, 2023 is annexed here with in Annexure-NI.

The detailed information as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished under

Annexure -IV as attached to this report.

Management Discussion and Analysis Report forms a part of the Annual Report.

The Auditors report have laid Emphasis in respect of

a. unpaid statutory dues. The company is in the process of reconciling the statutory dues and will remit the dues once the final liability is crystallised.

b. Confirmation of Balances of Trade Payables and Trade Receivables The Company is in the process of obtaining the confirmation from Vendors and Clients and will furnish the same to the auditors as and when received.

The Company has not bought back any of its securities during the financial year under review.

The Company has not issued any Sweat Equity Shares during the financial year under review.

No Bonus Shares were issued during the financial year under review.

The Company has not provided for any Stock Options to its employees during the financial year under review.

1. The Foreign Currency Convertible Bonds (FCCBs) issued in 2018 are maturing on the 09th July 2023. The Investors have sought an extension of maturity date for a further period of one year i.e., up to 08th July 2024.

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate report on corporate governance has been included in this Annual Report in Annexure -V together with a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for

the year 2022-23. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

Your directors place on records their sincere thanks to their employees, bankers, business associates, consultants, Legal Advisors and various government authorities for their continued support extended to your Companys activities during the financial year under review. Your directors also acknowledge gratefully for your support and for the confidence reposed on this Company.