Cerebra Integrated Technologies Ltd Directors Report.

To the Members

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Financial Statements for the 25th financial year ended 31st March, 2019.

CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs)

Particulars 2018-19 2017-18
Gross Income 39,105,62 31,613,58
Profit Before Interest and Depreciation 4,778.45 4,391.51
Finance Charges 375.82 171.08
Gross Profit 4,405.63 4,220.43
Provision for Depreciation 37.66 30.49
Profit before exceptional and extraordinary items and tax 4,364.97 4,189.94
Exceptional Items 2,384.69 0
Provision for Tax 1,399.58 732.70
Net Profit After Tax 580.70 3,457.24
Other Comprehensive Income 2.00 3.08
Total Comprahensive Income 582.70 3,460.32
Total Comprehensive Income Attributable to
a) Owners 440.09 3,242.33
b) Non-Controlling Interest 140.60 217.99
Earnings per Equity Share of Rs 10/- each
Basic 0.32 2.75
Diluted 0.32 2.73
Proposed Dividend on Equity Shares 0 0
Tax on Proposed Dividend 0 0

1. PERFORMANCE OF THE COMPANY:

E-WASTE RECYCLING BUSINESS

The Directors are pleased to report that the Company has obtained approvals from Central Pollution Control Board (CPCB) and is now a registered PRO (Producer Responsibility Organisation). The Company has even bagged the first client Samsung India Electronics Limited (SIEL) asourfirst EPR (Extended Producer Responsibility) client.

The plant is fully functional and is recycling e-waste. Cerebra has collected WEEE (Waste Electrical & Electronic Equipments) for large and medium manufacturers of IT Products, White Goods manufacturers such as TV, Fridge, & Washing Machines and other electrical and electronic products.

The division is opening stores or what it calls Customer Experience Centres (CECs) across India through a franchisee model which will transform the way we look at Re-manufactured or Re-used or Re-furbished products.

ENTERPRISE SOLUTIONS DIVISION

Your Company has been since many years and continues implementing various IT based projects for many Startups, Government agencies, departments & institutions and established companies. The Company studies the customers IT requirements, identifies pain points and accordingly designs and plans their IT Hardware and Software infrastructure which includes security, networking, servers, storage, endpoints, operating systems, application software and ensures successful implementation for optimal performance.

Your Companys continued focus on research labs, airports, defence, PSUs, PSBs, etc has been fruitful and lead the Company successfully executing orders from PSU, ISRO, defence labs, various departments under Government of Karnataka, police, judiciary, NimHaNS, private education institutions to name a few.

In addition, Cerebra has been acquiring new customers in the SMB, retail, manufacturing and healthcare segments. Your Company also has been considered as a preferred vendor by many of these organizations. Cerebra has also strengthened its relationships with leading MnC OEM Brands and established itself as a key player especially in Govt, education, healthcare, defence, space and research lab segments while we stay focused on making a mark in other state and central government departments/bodies/PSUsand private enterprise companies.

Cerebra has recently completed execution of a few prestigious projects related to modernisation and augmentation of IT infrastructure in employment & training, beverages corporation, courts, revenue and forest departments across the state.

In addition, the ongoing project of Automated Driving Test System to fully automate the process of testing and issuance of driving license by the Department of Transport and Road Safety, Government of Karnataka has been implemented across 6 RTOs.

ELECTRONIC MANUFACTURING SERVICES:

Performance of the division is good and has added new customers thisyearand retained existing clients. The division is still rated as one of the top vendors from its clients. Manufacturing market has increased and the division has confirmed orders in the Industrial Automation, Defense and Healthcare.

Industry Structure and Developments Cerebra Middle East FZO Dubai

The Middle East region has been on an Economic downturn amidst a global slowdown since 2017. "Growth prospects for the Middle East and NorthAfrica are deteriorating on the back of elevated geopolitical risks, weak global demand and severe oil production cuts."

Cerebra Middle East, in FY18-19, has been focusing on market consolidation and profitability amidst the Economic instability in the region. CME closed the year with a revenue of USD 18.69 Million with a Net Profit Ratio of 11.6 %. The last year saw an increase in channel partners to about 165 partners though UAE, Kuwait, SaudiArabia, Oman, Egypt, Central& EasternAfrica. This was inspite of losing Qatar as a market due to Trade restrictions, which had an overall impact on the revenue.

CME also increased its vendor portfolio by onboarding market leaders like Ruiji Networks, Digifort, Infortrend and Quantum into its Surveillance Security product portfolio along with Retrospect in its ICT portfolio.

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31st March, 2019 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 focussing on the High End Servers, Large Data Storage etc.

4. DIVIDEND:

With a view to conserve the resources of the Company, the Directors do not recommend any dividend.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Board of the Company has proposed to not to transfer any funds to its reserves.

6. CHANGES IN SHARE CAPITAL:

Authorized Share Capital

There is no change in the Authorised Share Capital of the company during the financial year 2018-19. As on 31st March, 2019 the authorised share capital of the company is Rs. 126,00,00,000/- (Rupees One Hundred and Twenty Six Crores) divided into 12,60,00,000/- of Rs. 10/- (Rupees Ten only).

Paidup Share Capital

The Paid up Share Capital of the Company has been increased from Rs. 120,39,66,320/-(Rupees Hundred and Twenty Crores Thirty Nine Lakhs Sixty Six Thousand Three Hundred and Twenty only) divided into 12,03,86,482 (Twelve Crores Three Lakhs Eighty Six Thousand Four Hundred and Eighty Two) Equity Shares of Rs. 10/- (Rupees Ten only) to Rs. 121,19,66,320/- (Rupees One Hundred and Twenty One Crores Nineteen Lakhs Sixty Six Thousand Three Hundred and Twenty only) divided into 12,11,86,482 (Twelve Crores Eleven Lakhs Eighty Six Thousand Four Hundred and Eighty Two ) Equity Shares of Rs. 10/- (Rupees Ten only) pursuant to allotment of 8,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) at a premium of Rs.30/- (Rupees Thirty only) to the Promoters of the company on 21st December 2018.

Allotment of Warrants:

Pursuant to the Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of the Company held on 28th April, 2017, the Company has allotted 5300000 Warrants convertible into Equity Shares at nominal value of Rs. 10/-(Rupees Ten only) each at a premium of Rs. 30/- (Rupees Thirty only) per Share to certain Promoters on certain terms and conditions agreed upon. Further upon exercise of options by the Warrant holders 8,00,000 Warrants were converted and 8,00,000 Equity Shares were allotted in the Board Meeting held on 21st December 2018.

Reduction of Share Capital:

Based on the Award passed by the Honble Arbitral Tribunal in the matter of Arbitration Dispute under the Arbitration and Conciliation Act, 1996 on 22nd March, 2019, your Board has recommended for the Reduction of Share Capital of the Company by 92 Lakhs Equity Shares allotted to Singapore Companies, subject to the provisions of Section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 and subject to the approval of the Shareholders and confirmation by the Honble National Company Law Tribunal, Bengaluru Bench. More information is exhibited in the Notice convening the Annual General Meeting and the Explanatory Statement there to.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.

Disclosure regarding issue of Employee Stock Options:

During the financial year under review, the Company has not issued Shares Employee Stock Options.

The Board, through Nomination and Remuneration Committee has proposed to implement a suitable Employee Stock Option Scheme. 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 2018-19 was at Rs. 29.06 Lakhs (Net of capital work-in-progress and capital advances) and for 2017-18 is Rs.2,384.69 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 year under review Six (6) Meetings were held on 30th May 2018, 13th August 2018, 10th November 2018, 21st December 2018, 14th February 2019, and 25th March 2019

TheAgendaofthe Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Membersofthe Board fortheirperusal.

The details of other Committee Meetings during the financial year 2018-19 are given in the Corporate Governance Report.

Committees of the Board:

Currently, the Board has four (4) Committees viz. the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility 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 thisAnnual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vishwamurthy Phalanetra (holding DIN: 01247336), Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Mr. T S Sureshkumar (holding DIN:00674759) resigned from the office of Independent Director due to personal reasons i.e., disqualified Director by the Registrar of Companies under the provisions of Section 164(2) of the Companies Act, 2013, due to technical reasons with effect from the closing of business hours of 27th May, 2019. The Board places on record its appreciation of the invaluable contribution and guidance provided by the outgoing Director.

Mr. Mandya VenkatacharSeshadri Vasan (holding DIN: 01088868)was appointed as an Additional Director (Non Executive and Independent) of the Company with effect from 12th August, 2019 and his appointment will be subject to approval of the Shareholders and the same has been included as one of the agenda items in the Notice convening the Annual General Meeting.

10. DECLARATION FROM INDEPENDENT DIRECTORS ONANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under 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 Section 149(6).

11. COMPOSITIONOFAUDIT COMMITTEE:

As on 31st March, 2019, 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 Board upon resignation of Mr. T S Suresh Kumarfrom the office of Independent Directorofthe Company, re- constituted the Committee with effect from 30thMay, 2019 as follows:

The Audit Committee consists of the following:
a) Mr. S. Gopalakrishnan - Chairman
b) Mr. Mr. P. E. Krishnan - Member
c) Mrs. Preethi Javali - Member

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 url http://www.cerebracomputers.com/governance.htm. 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 Board upon resignation of Mr. T S Suresh Kumar from the office of Independent Directorofthe Company, re-constituted the Committee with effect from 30thMay, 2019 as follows:

The Nomination and Remuneration Committee consists of the following:

a) Mr. S. Gopalakrishnan Chairman
b) Mr. Mr. P. E. Krishnan Member
c) Mrs. Preethi Javali Member

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)ofSEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 which is available on website of the Company at url http://www.cerebracomputers.com/governance.htm 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 a Company and/or receipt ofcommission/remuneration from its Subsidiary Companies to be provided during the financial year under review.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT9asa part of this Annual Report is attached as Annexure I and the same is published on the website of the Company.

16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV:

The Company has following Subsidiaries:

a) Cerebra LPO India Limited, India

b) Cerebra Middle East FZCO, Dubai

Financial performance of the Subsidiary Companies referred to in Section 129 of the Companies Act, 2013 in Form AOC-1 is annexed to this ReportasAnnexure-II.

The Policy for determining material Subsidiaries as approved by the Board is uploaded on the Companys website at url http://www.cerebracomputers.com/governance.htm.

17. STATUTORY AUDITORS:

The Statutory Auditors, Messrs Ishwar& Gopal, Chartered Accountants, Bangalore, registered with Institute of chartered Accountants of India (ICAI) under the firm Rregistration Nnumber001154S, were appointed to act as Statutory Auditors of the Company for the period of 5 (five) years from the conclusion of the 21stAnnual General Meeting till the conclusion of 26th Annual General Meeting of the Company and ratification oftheir appointment is not required as perthe amended provisions of the Companies Act, 2013.

QUALIFICATIONS IN THE AUDIT REPORT:

Statutory Auditors Comment regarding emphasis matter of Auditors Report dated 30th May, 2019:

Emphasis of Matter

1. Qualification: Inventory records of e- waste division are not maintained. Closing stock of Rs 2,93,55,213/ -is computed as physically verified and certified by the management. Impact on revenue is not ascertainable.

2. Emphasis of Matter:

a. Loans and advances include Rs 861.12 Lakhs (Rs. 838.86 Lakhs) paid as advance for purchase of immovable property outstanding for substantial period. Refer Note no 36.1 to the Standalone Financial Statement.

b. Export trade receivable of Rs 1311.65 and Rs. 251.82 outstanding for more than five years and one year respectively. Refer Note no 36.3 to the Standalone Financial Statement.

c. Trade receivables of e waste division amounting Rs 3902.69 Lakhs the realization of which is dependent upon company fulfilling the commitment of 1500 Tons( The Company has already collected the required quantity of Ewaste to fulfill the commitment). Refer Note no 36.3 to the Standalone Financial Statement.

d. Other trade receivables amounting to Rs. 3289.65 Lakhs and Rs.12041.47 Lakhs are outstanding for more than one year and three months respectively. Refer Note no 36.3 to the Standalone Financial Statement

e. Loans and Advances include Rs. 595.25 Lakhs and investments in subsidiary include Rs.3.50 lakhs advance and investment respectively made to its subsidiary Cerebra LPO India Limited. The net worth of such subsidiary is fully eroded, but provision and impairment of such advance and investment has not been made. Refer Note no 36.1 to the Standalone Financial Statement.

f. No provision is made for the above receivables and advances as the management is confident of recovering the money.

Boards Response:

With regard to qualification of the Statutory Auditors for Inventory Record under a) above, the Company is in the process of implementing suitable software to maintain the stock records.

As regards b), c), d), e) and f) above, the Management is confident of recovering the same either in cash or in kind and hence no provision is made in the accounts.

18. SECRETARIAL AUDITOR:

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 Auditorinthe Form MR-3 is annexed to this Report as AnnexureIII.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by Secretarial Auditor Explanations by the Board
a. There were some instances of non compliances of the provisions of Section 185 of the Companies Act, 2013 with regard to providing loan/advance facility to its Subsidiary. The Company will ensure to comply with the same in future.
Loans and Advances were given to the Subsidiary Companies for day to day operational purpose for the earlier financial years. The Company is confident to recover the same
b. Certain returns or registers under above mentioned general laws were not filed or maintained by the Company in time. The Company will ensure to file and maintain in time in future.
c. Compliance on Secretarial Standards on Board Meetings i.e. SS -1 is not satisfactory. The Company will ensure to comply with the same in future.
d. The Company was in non compliance with Regulation 17(1) (b) of the SEBI (LODR) Regulations, 2015 and the Company had paid penalties to both BSE & NSE for the above mentioned non compliances as per directions. The Company has made suitable replies to the concerned authorities, paid the penalties and complied with the said Regulations. The Company will ensure not to repeat the same in future.
e. Mr. T S. Suresh Kumar, Independent Director of the Company was disqualified to act as Director by the Registrar of Companies under Section 164(2) of the Companies Act, 2013. In such a situation, if Mr. T. S. Suresh Kumar was disqualified to act as Director under the said Section 164, his Office as Director shall become vacant under Section 167(1) of the Companies Act, 2013. If the Office of Director of Mr. T S. Suresh Kumar became vacant as above, office of Independent Director shall also deem to be vacated The Company was informed by Mr. T. S. Sureshkumar, Independent Director that he was disqualified to act as Director by the Registrar of Companies under Section 164(2) of the CompaniesAct, 2013, due to purely technical reasons.
Further, Mr. T S Sureshkumar has resigned from the office of Independent Director and consequently also as Member of various Committees of the Company with effect from the closing of business hours of 27thMay, 2019.
However, he is in the process of filing of a Petition with Honble High Court of Karnataka against the disqualification.
f Certain web links are not made within prescribed time limit. The Company needsto take due care on the same The Company will ensure to comply with the same in future.
g The Company has not spent the required amounts on CSR activities as per Section 135oftheAct The CSR Report attached exhibits the explanations for the unspent amount.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A) Conservation of energy:

Steps taken / impact on conservation of energy, The Companys 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 NotApplicable
Total energy consumption and energy consumption per unit of production as per Form A NotApplicable
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
Hastechnology been fully absorbed Not Applicable
If not fully absorbed, areas where this has not taken place, reasonstherefore 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) Ason31stMarch,2019: Rs. 1,00,90,561.00
Total Foreign Exchange Earned (Accrual Basis) Ason31stMarch, 2019: Rs.70,31,297.00

20. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 145 employees as on 31st March, 2019. Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 (1) (2) (3) of the Companies (Appointment and Remuneration) Rules, 2014, details/disclosures of Ratio of Remuneration to each Director to the median employees remuneration is annexed to this report as Annexure-IV.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than One Crore Two Lakhs Rupees per financial year or Eight Lakhs Fifty Thousand rupees per month as the case may be. Therefore, a 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.

21. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2019.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

However, an Award has been passed by the Honble Arbitral Tribunal in the matter of Arbitration Dispute under the Arbitration and Conciliation Act, 1996 on 22nd March, 2019, for the Reduction of Share Capital of the Company by 92 Lakhs Equity Shares allotted to Singapore Companies, subject to the provisions of Section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 and subject to the approval of the Shareholders and confirmation by the Honble National Company Law Tribunal, Bengaluru Bench.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company 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 Companys management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

24. 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.

25. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy as it is not applicable to the Company. The Company has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework.

26. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has required to formulated CSR P policy pursuant to the provisions of under Section 135 of the Companies Act, 2013.The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of following members:

1. Mr. VRanganathan - Chairman
2. Mr. ShridharS Hegde - Member
3. Mr. P Vishwamurthy - Member
4. Mr. P E Krishnan - Member

The Company is in the process of identifying the projects to spend the amount as stipulated under Section 135 of the Companies Act, 2013.

During the financial year 2018-19, Rs. 16,26,841/- (Rupees Sixteen Lakhs Twenty Six Thousand Eight Hundred and Forty One only) had to be spentd towards Corporate Social Responsibility activities as specified in Schedule VII of the Companies Act, 2013.

However, the Company spent amount of Rs. 4,25,000/-only (Rupees Four Lakhs Twenty Five Thousand only) before the 31st March, 2019 and unspent amount is Rs. 12,01,814/- (Rupees Twelve Lakhs One Thousand Eight Hundred and Fourteen only).

The details of expenditures on CSR activities are attached as Annexure VII to this report.

27. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

28. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the prescribed format of Form AOC 2 has been enclosed with the report as ANNEXURE V.

29. 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.

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to National Stock Exchange of India Limited (NSE) and BSE Limited where the Companys Shares are listed.

31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Aseparate Report on Corporate Governance in terms of Regulation 34ofSEBI (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 VI.

32. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is annexed herewith as Annexure VII.

33. 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 Companys 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. Three member 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 complaints pertaining to sexual harassment was reported during the financial year.

34. 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 forthat 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.

35. ACKNOWLEDGEMENTS:

The Directors wishes to place on record their appreciation for the sincere and dedicated efforts of all employees. Your Directors would also like to thank the Shareholders, Bankers and other Business associates for their sustained support, patronage and cooperation.

For and on behalf of Cerebra Integrated Technologies Limited
Place : Bangalore V Ranganathan Shridhar S Hegde
Date : 30th May, 2019 Managing Director Whole Time Director
DIN: 01247305 DIN: 01247342
Address: Brindavan 90, Address:156-A, 36th Cross
3rd Cross, Sri Venkateshwara Krupa 2nd Block, Rajajinagar
Layout West of Chord Road, Bangalore-560 010
Bangalore-560 079