Mudunuru Ltd Directors Report.

To the Members, M/s. Mudunuru Limited

The Directors have pleasure in presenting before you the Boards Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2020 has been as under:

(Amount in Rupees)
Particulars 2019-20 2018-19
Revenue from Operations 4,12,89,094 8,67,33,957
Other Income -- 57,772
Total Income 4,12,89,094 8,67,91,729
Total Expenses (10,41,08,320) (8,66,15,148)
Profit/(Loss) before exceptional items and tax (6,28,19,226) 1,76,581
Exceptional items / Extraordinary items -- --
Profit before Tax (6,28,19,226) 1,76,581
Tax expense 6,43,495 1,69,161
Net Profit After Tax 6,21,75,730 3,45,742

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

3. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

4. TRANSFER TO RESERVES:

There were no transfers to reserves during the year.

5. DIVIDEND:

The Directors have decided not to recommend dividend for the year.

6. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

7. BOARD MEETINGS:

The Board of Directors duly met 6 (Six) times on 26.04.2019, 30.05.2019, 14.0 21.10.2019, 14.11.2019 and 14.02.2020 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

8. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March 2020 and the date of Boards Report. (i.e. 03.12.2020)

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The company has not entered into any contract or arrangement with any related party during the period under review.

12. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid-up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectively.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review following were the Directors/ Key Managerial Personnel resigned/appointed during the financial year 2019-20 including between the financial year ended 31st March 2020 and date of Boards report (i.e 03.12.2020):

S. No Name of the Directors/KMP Designation Appointment Resignation
1 T. Kiran Additional Director 14.02.2020 --
2 Balwant Singh Company Secretary 26.04.2019 21.10.2019
3 Pankaj Tulsayani Company Secretary 21.10.2019 --

Further as required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under: -

Name of the Director Mr. P. Uday Bhaskar Mr. T. Kiran Mr. Rahul Raghunandan Chowdarapu Mr. Raghu Ratul Chowdarapu
Date of Birth 25/07/1976 3/04/1977 08/02/1986 11/03/1991
Qualification MBA MS Post Graduate Post Graduate
Expertise in specific functional areas Mr. P. Uday Bhaskar has a 20 Years of experience in Indian Corporates and Multinational Companies in India, h e has v experience in the verticals of Business Development, Finance & Banking operations. T Kiran has more than 20 years experience in business astcritical technologies and heading technology of the company. Mr. R.C Rahul has more than a decade of experience in field of finance. Mr. R.C Ratul has more than a decade of experience in field of finance
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board Nil Nil Nil Nil
No. of Shares held in the Company 33,13,500 2,43,225 -- --
Inter se relationship with any Director -- -- -- --

15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. R.C Ratul and Mr. R.C Rahul, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board Committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. 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.

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL

POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The company does not have any subsidiary or associate Companies during the Financial Year.

19. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-

SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

20. STATUTORY AUDITORS

M/s. V. Ravi & Co, was appointed as Statutory Auditor under Section 139 at the extraordinary general meeting held on 04 th day of November 2019 and eligible for reappointment at this Annual General Meeting. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. V. Ravi & Co, as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the 31st Annual General Meeting.

21. INTERNAL AUDITORS:

The company has appointed Bandaru & Associates., as internal auditors for the period 2019-20.

22. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Ms. Aakanksha, Practicing Company Secretaries is annexed to this Report as ANNEXURE - II

23. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2020 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report according to the provisions of section 204 of the Companies Act 2013 and assured appropriate action shall be taken against the observations made by the Secretarial Auditor.

24. CORPORATE SOCIAL RESPONSIBILITY:

Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the company need not adopt any Corporate Social Responsibility Policy.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

26. INSURANCE:

The properties and assets of your Company are adequately insured.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees as per Section 186 of the Companies Act, 2013 during the year under review.

28. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from State Bank of India.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, ratio of remuneration of Mr. P. Uday Bhaskar, Whole time Director and T Kiran, Director of the Company to the median remuneration of the employees is 3.33:1.

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review which forms part of Annual Report pursuant to the SEBI (LODR) Regulations, 2015 as ANNEXURE III.

32. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year, there were no company which have become or ceased to be its subsidiaries, joint ventures or associate companies.

33. AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

Overview of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

Reviewing the companys financial and risk managements policies. Disclosure of contingent liabilities.

Reviewing with management, external and internal auditors, the adequacy of internal control systems. Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. Discussion with internal auditors of any significant findings and follow-up thereon. Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. Reviewing compliances as regards the Companys Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 30.09.2019 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

During the financial year 2019-20, (4) four meetings of the Audit Committee were held on the 30.05.2019, 14.08.2019, 14.11.2019 and 14.02.2020.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
Mr. R.C. Rahul Chairman NED(I) 4 4
Mr. R.C. Ratul Member NED(I) 4 4
Mr. P. Uday Bhaskar Member ED 4 4

NED (I): Non-Executive Independent Director ED: Executive Director

34. Nomination & Remuneration Committee:

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

Formulation o f the criteria for d etermining qualifications, p o sitive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; Formulation of criteria for evaluation of performance of independent directors and the board of directors. Devising a policy on diversity of board of directors. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. Recommend to the b o ard, all remuneration, in whatever form, payable to senior management.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria:

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companys operations.

3.1.2 In evaluating the suitability of individual Board member, the NR Committee may take into account factors, such as: General understanding of the companys business dynamics, global business and social perspective; Educational and professional background Standing in the profession; Personal and professional ethics, integrity and values; Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements: shall possess a Director Identification Number; shall not be disqualified under the Companies Act, 2013;

shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting; shall abide by the code of Conduct established by the company for Directors and senior Management personnel; shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the companys business.

3.2 Criteria of independence:

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV to the companies Act, 2013.

a. Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall take into account the nature of, and the time involved in a Director Service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the company.

2.2 “Key Managerial Personnel” means

(i) The Chief Executive Office or the managing director or the manager; (ii) The Company Secretary; (iii) The Whole-Time Director; (iv) The Chief Finance Officer; and (v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration Committee” means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI

(Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel:

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors) (iv) Retrial benefits (v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non Executive Directors:

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees:

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

35. Stakeholders Relationship Committee:

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. R.C. Ratul Chairman NED(I)
Mr. R.C. Rahul Member NED(I)
Mr. P. Uday Bhaskar Member ED

NED (I): Non-Executive Independent Director ED: Executive Director

B) Powers:

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer o f shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints. To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s) Consolidate and sub-division of share certificates etc. To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called info@mudunuru.com for complaints/grievances.

36. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

37. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for the year 2019-20 forms part of this Annual Report.

38. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS

GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

39. SECRETARIAL STANDARDS:

The company is in compliance with Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

40. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.

6. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.

7. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

41. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF W OMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti- Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

43. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of Mudunuru Limited

Sd/- P. Uday Bhaskar W

(DIN: 2773570)

Place: Vishakhapatnam

Date: 03.12.2020

MGT 9 Extract of Annual Return

As on the Financial Year 31.03.2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I REGISTRATION AND OTHER DETAILS:

i CIN L72900AP1994PLC039248
ii Registration Date 15/02/1994
iii Name of the Company Mudunuru Limited
iv Category / Sub-Category o f the Company Company limited by shares/ Non-Government Company
v Address of the Registered office and contact details My First Office, A Square Business Center, Waltair Main Road, Beside Mira collections, Siripuram Visakhapatnam 530002 Andhra Pradesh
vi Whether listed company Yes / No Yes
vii Name, Address and Contact details of Registrar and Transfer Agent, if any Aarthi Consultants Private Limited 1-2-285, Near Gaganmahal Nursing Home, Street No 7, Domalguda, Hyderabad-500029.
Ph: 040-27638111/27634445, Fax: 040-27632184
Email: info@aarthiconsultants.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated: -

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Software Development 998313 & 998314 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY /ASSOCIATE % of shares held Applicable Section

Not Applicable

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 5946060 0 5946060 24.85 5946060 0 5946060 24.85 --
b) Central Govt -- -- -- -- -- -- -- -- --
c) State Govt (s) -- -- -- -- -- -- -- -- --
d) Bodies Corp. -- -- -- -- -- -- -- -- --
e) Banks / FI -- -- -- -- -- -- -- -- --
f) Any Other…. -- -- -- -- -- -- -- -- --
Sub-total (A)(1):- 5 946060 0 5946060 24.85 5946060 0 5946060 24.85 --
(2) Foreign
a) NRIs - Individuals -- -- -- -- -- -- -- -- --
b) Other Individuals -- -- -- -- -- -- -- -- --
c) Bodies Corp. -- -- -- -- -- -- -- -- --
d) Banks / FI -- -- -- -- -- -- -- -- --
e) Any Other…. -- -- -- -- -- -- -- -- --
Sub-total (A)(2):- -- -- -- -- -- -- -- -- --
Total shareholding of Promoter 5946060 0 5946060 24.85 5946060 0 5946060 24.85 --
(A)=(A)(1)+(A)(2)
B. Public
Shareholding
1.Institutions
a) Mutual Funds -- -- -- -- -- -- -- -- --
b) Banks / FI -- -- -- -- -- -- -- -- --
c) Central Govt -- -- -- -- -- -- -- -- --
d) State Govt(s) -- -- -- -- -- -- -- -- --
e) Venture Capital Funds -- -- -- -- -- -- -- -- --
f) Insurance Companies -- -- -- -- -- -- -- -- --
g) FIIs -- -- -- -- -- -- -- -- --
h) Foreign Venture Capital Fund -- -- -- -- -- -- -- -- --

ii) Shareholding of Promoters

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumbe red to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbere d to total shares % change in share holding during the year
1 B V S Krishna Raju 2632560 11.00 -- 2 632560 11.00 --
2 P. Uday Bhaskar 3313500 13.85

1 8.11

3313500 13.85 1 8.11 --

(iii) Change in Promoters Shareholding (please specify, if there is no change): NIL

Sl. No. Shareholder Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year
Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/sweat equity etc)
At the End of the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 Sloka holdings Private Limited No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2553996 10.67 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 2553996 10.67 -- --
2 Sandhya Kutcherlapati No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 2504950 10.47 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 2504950 10.47 -- --
3 K. Chaitanya Varma No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 1517980 6.34 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 1517980 6.34 -- --
4 K. Narasimha Raju No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 1141258 4.76 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 1141258 4.76 -- --
5 Namburu Sathyavathi No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 956250 4.00 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 956250 4.00 -- --
6 Vindhya Mudunuru No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 905000 3.78 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 905000 3.78 -- --
7 Atchutamba Namburi No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 793750 3.32 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 793750 3.32 -- --
8 Aparna Devi Mantena No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 709330 2.96 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 709330 2.96 -- --
9 N Suryanarayana Raju No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 520000 2.17 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 520000 2.17 -- --
10 S Latha No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 422450 1.77 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer /bonus/sweat equity etc.)
At the End of the year 422450 1.77 -- --

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 P. Uday Bhaskar No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 3313500 13.85 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/sweat equity etc)
At the End of the year 3313500 13.85 -- --
2 Kiran Thummalapalli No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 243225 1.02 -- --
Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/sweat equity etc)
At the End of the year 243225 1.02 -- --

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i+ii+iii) -- -- -- --
Change in Indebtedness during the financial year
Addition -- -- -- --
Reduction -- -- -- --
Net Change -- -- -- --
Indebtedness at the end of the financial year
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i+ii+iii) -- -- -- --

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
1. Gross salary P Uday Bhaskar T Kiran Rs. 7,00,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (WTD) Rs. 6,00,000 (ED) Rs. 1,00,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (50,000*12 months) (50,000*2 months)
(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961
2. Stock Option -- -- --
3. Sweat Equity -- -- --
4. Commission -- -- --
- as % of profit
- Others, specify…
5. Others, please specify -- -- --
Total (A) Rs. 6,00,000 Rs. 1,00,000 Rs. 7,00,000
Ceiling as per the Act

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration

Name of Directors

Total Amount
1. Independent Directors -- -- --
Fee for attending board / committee meetings
Commission
Others, please specify
Total (1) -- -- --
2. Other Non-Executive Directors -- -- --
Fee for attending board / committee meetings
Commission
Others, please specify
2. Total (2) -- -- --
3. Total (B)= (1+2) -- -- --
4. Total Managerial Remuneration -- -- --
5. Overall Ceiling as per the Act -- -- --

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER / WTD:

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO

Company Secretary

CFO Total
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -- Balwant Singh* Pankaj Tulsayani -- Rs. 2,40,000
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 Rs. 1,25,000 Rs. 1,15,000
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 (25,000*5 months) (23,000*5 months)
2. Stock Option -- -- -- -- --
3. Sweat Equity -- -- -- -- --
4. Commission -- -- -- -- --
- as % of profit
- others, specify…
5. Others, please Specify -- -- -- -- --
Total -- Rs. Rs. -- Rs.
1,25,000 1,15,000 2,40,000

* Resigned w.e.f 21.10.2019

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Descri ption Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made, if any (give Details)
A. COMPANY
Penalty -- -- -- -- --
Punishment -- -- -- -- --
Compounding -- -- -- -- --
B. DIRECTORS
Penalty -- -- -- -- --
Punishment -- -- -- -- --
Compounding -- -- -- -- --
C. OTHER OFFICERS IN DEFAULT
Penalty -- -- -- -- --
Punishment -- -- -- -- --
Compounding -- -- -- -- --