COSYN Ltd Directors Report.

To The Members,

Your Directors have pleasure in presenting the 26th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2020.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2020 is summarized below:

Standalone

Consolidated

Particulars 2019 - 20 2018-19 2019-20 2018-19
Revenue from Operations 29,89,83,309 39,57,11,711 29,89,83,309 39,57,11,711
Other income 32,92,194 43,36,990 33,05,766 43,23,551
Profit Before Interest, 5,50,73,661 5,77,56,747 5,46,13,046 5,72,50,493
Depreciation & Tax
Interest 49,53,902 64,53,765 49,53,902 64,53,765
Depreciation 2,63,82,631 1,76,01,816 3,08,88,516 2,17,43,680
Profit before Tax 2,37,37,128 3,37,01,165 1,87,70,628 2,90,53,048
Current Tax 63,48,341 85,00,000 63,48,341 85,00,000
Deferred Tax (14,10,648) 18,04,807 (14,10,648) 18,04,807
Total Tax Expenses 49,37,693 1,03,04,807 49,37,693 1,03,04,807
Minority interest - - (8,44,920) (9,71,457)
Net Profit/(Loss) for the period 1,87,99,435 2,33,96,358 1,46,77,855 1,97,19,698
after tax
Number of shares 75,00,000 75,00,000 75,00,000 75,00,000
Earnings per share 2.51 3.12 1.96 2.63

OVERVIEW OF FINANCIAL PERFORMANCE a) Standalone basis:

During the year, your Company achieved a total revenue of Rs 2989.83 lakhs as against the previous year total revenue of Rs. 3957.11 lakhs a decrease of 24.44 %. Profit of the Company for the year ended 31.03.2020 is Rs. 187.99 lakhs as against the previous year profit of Rs. 233.96 lakhs, depicting a decline of 19.65 %. b) Consolidated basis:

During the year, your Company achieved a total revenue of Rs 2989.83 lakhs as against the previous year total revenue of Rs. 3957.11 lakhs a decrease of 24.44 %. Profit of the Company for the year ended 31.03.2020 is Rs 146.77 lakhs as against the previous year profit of Rs. 197.19 lakhs, depicting a decline of 25.57 %. During the year under review, there is no change in the nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

COVID-19 AND ITS IMPACT

There is no material impact on the Company for the financial year 2019-20.

OUTLOOK FOR THE CURRENT YEAR

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the Company is also taking measures to keep the operating cost low wherever possible.

DIVIDEND

The Board, in view of conserving the financial resources and the risk of business ahead due to COVID 19, has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, dividend that remains unpaid or un- claimed for a period of 7 years will be transferred to the Investor Education and Protection Fund. As the Company doesnt have such unclaimed dividend for 7years, hence the clause is not applicable. However, the Company had declared a dividend in the past years and the members who have not yet encashed the dividend warrants for the said years are requested to forward their claims to the Companys Registrar and Share Transfer Agent without any further delay. It is in Members interest to claim any un-encashed dividends and for future, opt for Electronic Clearing Service, so that dividends paid by the Company are credited to the Members account on time.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2019-20 of the Company and the date of the report. The disruption caused by the COVID-19 pandemic had impacted the projects on hand and the Company is likely to see significant drop in revenues in the current financial year 2020-21.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

ISO CERTIFICATIONS ISO 9001:2015 Certification

Your Company continues to hold ISO 9001:2015 Certification by complying with all the requirements of Certification from time to time.

SHARE CAPITAL

There is no change in the share capital during the year. The authorised share capital of the Company as on date of Balance Sheet is 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each.

The paid-up share capital of the Company as on date of balance sheet is Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs Only) divided into 75,00,000 equity shares of Rs.10/- each.

DETAILS OF CHANGES IN DIRECTORS AND KMP

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Ravi Kasturi, Director of the Company, will retire by rotation at theensuing Annual General Meeting and being eligible, has offered herself for re-appointment.The Board recommends her re-appointment.

Mr. Venkat Rao Potluri (DIN: 0730069) resigned as Independent Director of the Company w.e.f 12th August, 2019 Mr. Sridhar Borapureddi (DIN: 02137228) who was appointed as an Independent Director on 12th August, 2019 resigned from the Board w.e.f. 27th January, 2020.

Mr. Kadari Raghupathi Rao, Chief Financial Officer of the Company retired from the services of the Company w.e.f. 27.01.2020.

Mr. Krishna Boddu was appointed as Chief Financial Officer of the Company w.e.f 27.01.2020

Mr. Panduranga Murthy Vistakula (DIN: 08775477), was appointed as Additional Director designated as Independent Director of the Company who holds the position upto the conclusion of Annual General Meeting is recommended to appoint as Independent Director of the Company for a period of five (5) years w.e.f 30th June, 2020.

BOARD MEETINGS

The Board met four (4) times during the Financial Year. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report as Annexure -I.

EXTRACT OF ANNUAL RETURN

Pursuant to Section92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -II. CORPORATE GOVERNANCE REPORT

Your Companys philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure -III.

COMMITTEES OF THE BOARD Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act,2013. The Audit Committee was reconstituted on 14th November 2019. The members of the Audit Committee as on 31st March 2020 are:

Shri. Rama Rao Karumanchi Chairman
Shri. V. Sivarama Krishnamurthy Member
Shri. Ravi Vishnu Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee had met 4 times. The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Boards Report.

MEETING OF INDEPENDENT DIRECTORS

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Boards Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors (IDs) inducted into the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company and also posted on the website of the Company i.e., www.cosyn.in. More details are provided in the corporate governance report which forms part of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

Your company adopted the policy on Directors Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at www.cosyn.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e., www.cosyn.in

RISK MANAGEMENT POLICY

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board. The details of the Policy is available on the website of the Company i.e., www.cosyn.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has complied with the provisions of section 186 of Companies Act, 2013 and the rules made thereunder.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-IV in Form AOC-2 to this report. The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.cosyn.in.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them, i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year 2019-20 and of the profit or loss of the Company for that period;

iii. proper and sufficient care has been taken for 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. the annual accounts for the year 2019-20 have been prepared 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 provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company is the holding company of Cosyn LLC and WellToDesk Inc. in accordance with the provisions of Section 2 (87) of the Companies Act, 2013. The Company has no joint venture/ associate companies.

AUDITORS a) STATUTORY AUDITORS

M/s. Suryanarayana & Suresh., Chartered Accountants, Hyderabad, (Firm Reg No.006631S), Statutory Auditors retire at the ensuing Annual General meeting. The statutory Auditors, being eligible showed their willingness to continue as Auditors of the Company. The Board proposes to reappoint M/s. Suryanarayana & Suresh., Chartered Accountants, Hyderabad, (Firm Reg No. 006631S), as Statutory Auditors of the Company for a period of 2 years from the conclusion of ensuing Annual General Meeting to till the conclusion of 28th Annual General meeting. b) INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s.Vittal & Co., Chartered Accountants, as the Internal Auditors of your Company for FY 2019-20. The Internal Auditors have submitted their reports.

C) SECRETARIAL AUDITORS

The Board has appointed Mr. A. S. Ramkumar and/or Mr. Arun Marepally partners of M/s. A.S RamKumar & Associates, Company Secretaries in practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the Financial Year 2019-20. The Report of the Secretarial Auditor is annexed to this report as Annexure -V.

Extract of observation:

The Company for the additional foreign investments made during the year in its subsidiary company, Overseas Direct Investment (ODI) compliances are yet to be complied.

Explanation:

The Company is in the process of making disclosures to the Reserve Bank of India regarding the Overseas Direct Investment made during the year

AUDITORS REPORT

The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments u/s 134 of the Companies Act,2013.

COMMENTS ON AUDITOR REPORT

There are no adverse comments by the Auditor in the Audit Report and hence comments by Board of Directors of the Company on Auditor Report are not required.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Companys policy on prevention of sexual harassment of women provides for the protection of women employees at the work place and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint on sexual harassment during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of your company are not Energy intensive. The Company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient. Your Company did not invest in any R&D activity during the year under consideration. However, realizing the importance of being in sync with the current trends in technology, your Company keeps investing on absorption of new technologies by procuring the required hardware and software and also by training the man power required.

Foreign Exchange Earnings and Outgo Particulars:

Particulars 2019-20 2018-19
(Rs.) (Rs.)
Foreign Exchange Earnings 44,36,260/- 43,62,240/-
Foreign Exchange Outgo 2,15,150/- 8,46,255/-

The information required under Section 197 of the Act and the Rules made there under, in respect of employees of the Company has been disclosed in Annexure - VI.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

MAINTENANCE OF COST RECORDS

Maintenance of Cost records is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

SECRETARIAL STANDARDS

The Company has complied with the secretarial standards issued by Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies. We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and sup- port.

By Order of Board of Directors
Sd/- Sd/-
Ravi Vishnu A.Bhopal Reddy
Managing Director Whole Time Director
DIN : 01144902 DIN : 01119839

Place: Hyderabad

Date: 20th Aug 2020