To the Members
The Directors of your Company have pleasure in presenting before you
the 31st Annual Report of the Company together with the Audited Financial
Statements for the Financial Year ended 31st March, 2025
CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS AND STATE OF
AFFAIRS:
(Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
Gross Income |
3,575.03 |
5,335.45 |
Profit Before Interest and Depreciation |
-3,436.94 |
-3,622.47 |
Finance Charges |
629.19 |
596.52 |
Gross Profit |
NA |
NA |
Provision for Depreciation |
44.58 |
42.29 |
Profit before exceptional and
extraordinary items and tax |
-4,110.71 |
-4,261.28 |
Exceptional Items |
1,543.50 |
1,300 |
Provision for Tax |
-927.71 |
-728.55 |
Net Profit After Tax |
-4,726.49 |
-4,832.73 |
Other Comprehensive Income |
- |
- |
Total Comprehensive Income |
- |
- |
Total Comprehensive Income Attributable to |
-4,726.49 |
-4,832.73 |
a) Owners |
-4,726.32 |
-4,832.55 |
b) Non-Controlling Interest |
-0.19 |
-0.19 |
Earnings per Equity Share of Rs. 10/- each |
|
|
Basic |
-4.22 |
-4.32 |
Diluted |
-4.22 |
-4.32 |
1. PERFORMANCE OF THE COMPANY:
Your Company has already embraced the idea of Circular Economy
successfully for the past years. It has been successful in employing repair,
remanufacture, remarket and recycle processes thus enabling the extension of end-of-life
products. By extending the end of life of a single PC, we can delay a carbon footprint of
422.5 KGs by couple of years. Your company has collected 282.55 metric tons of e-waste and
recycled 303.33 metric tons for the year ended March 2025.
Your Company has only worked with a limited set of companies this year
since we have reduced manpower and also have partnered with one of the large OEM companies
to refurbish.
Due to various constraints and not enough working capital the progress
has been slow and the Company has not been able to push hard in some of the areas and are
focussing on a few funding options and hopefully we should be able to raise funds soon.
2. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments which occurred,
affecting the financial position of the Company between 31st March, 2025 and
the date on which this report has been signed.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company continues to focus on the strength of ESD, EMS and E-Waste
and in addition, the Company will be focusing on the High-End Servers, Large Data Storage
etc.
4. DIVIDEND:
Whilst your Directors understand the sentiments of the Investors, the
financials in the year that has passed, do not enable the Board to recommend any dividend.
The Board regrets its inability to recommend any Dividend.
Your Board will endeavour to consider dividend in the years to come
barring unforeseen circumstances.
5. AMOUNTS TRANSFERRED TO RESERVES:
The Board of the Company has proposed not to transfer any funds to its
reserves.
6. CHANGES IN SHARE CAPITAL: Authorized Share Capital
There are no changes in the Authorized Share Capital of the Company
during the financial year 2024-25. The Authorized Share Capital of the Company is Rs.
1,53,00,00,000 (Rupees One Hundred and Fifty Three Crores only) divided into 15,30,00,000
(Fifteen Crores Thirty Lakhs) Equity Shares of Rs. 10/- (Rupee Ten only).
Paid up Share Capital
There are no changes in the Paid-up Share Capital of the Company during
the financial year 2024-25. The Paid-up Share Capital of the Company is Rs.
1,11,98,64,820/-(Rupees One Hundred and Eleven Crores Ninety-Eight Lakhs Sixty Four
Thousand Eight Hundred and Twenty only) divided into 11,19,86,482 (Eleven Crores Nineteen
Lakhs Eighty Six Thousand Four Hundred and Eighty Two) Equity Shares of Rs. 10/- (Rupees
Ten only) each.
Disclosure regarding Issue of Equity Shares with Differential Voting
Rights
During the financial year under review, the Company has not issued any
Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options:
During the financial year under review, the Company has not issued any
Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares:
During the financial year under review, the Company has not issued
Sweat Equity Shares.
7. CAPITAL INVESTMENTS
Capital Investments during the financial year 2024-25 was at Rs. 0 (Net
of capital work-in-progress and capital advances) and for financial year 2023-24 is Rs.
290.91 (Lakhs).
8. BOARD MEETINGS:
The Meetings of the Board are held at regular intervals with a time gap
of not more than 120 days between two consecutive Meetings. During the financial year
under review, Four (4) Meetings were held on 29th May 2024 , 13th
August 2024 , 14th November 2024 and 13th February 2025.
The Agenda of the Meeting is circulated to the Directors in advance.
Minutes of the Meetings of the Board of Directors are circulated amongst the Members of
the Board for their perusal.
The details of other Committee Meetings held during the financial year
2024-25 are exhibited in the Corporate Governance Report.
Committees of the Board:
Currently, the Board has six (6) Committees viz. Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate
Social Responsibility Committee, Risk Management Committee and Rights Issue Committee. A
detailed note on the composition of the Board and its Committees and other related
particulars are provided in the Report on Corporate Governance forming part of this Annual
Report.
9. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
In terms of the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. P Vishwamurthy, (DIN: 01247336), Chief Financial Officer
and Whole-time Director, retires at the forthcoming Annual General Meeting and being
eligible offers himself for reappointment.
There were changes in the composition of the Board as per details below:
Sl. No. |
Name of Director |
DIN |
Reason |
Date |
1. |
Uttam Prakash Agarwal |
00272983 |
Resignation |
13-05-2024 |
2. |
Satish Chandra |
10301960 |
Resignation |
13-05-2024 |
3. |
Madan B. Gosavi |
10303662 |
Resignation |
13-05-2024 |
4. |
Ramkripal Verma |
00956770 |
Appointment |
13-08-2024 |
5. |
Afzalkhan Usmankhan Afridi |
06896042 |
Appointment |
13-08-2024 |
6. |
Afjalbhai Allarakhabhai Roomi |
09365009 |
Appointment |
13-08-2024 |
7. |
Rukshana Mujidbhai Belim |
10934764 |
Appointment |
13-08-2024 |
8. |
Rukshana Mujidbhai Belim |
10934764 |
Term ended - Non- receipt
of approval |
11-05-2025 |
10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
Your Company has received necessary declaration from each Independent
Directors of the Company under the provisions of Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of their Independence
laid down in the provisions of Section 149(6). On October 22, 2019, MCA had released the
Companies (Accounts) Amendment Rules, 2019, the Companies (Appointment and Qualification
of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of
databank of Independent Directors) Rules, 2019. These rules have come into force on
December 1, 2019 and your Company has complied with these requirements.
SEBI (LODR) (Amendment) Regulations, 2018 has changed the evaluation
criteria of Independent Directors from April 1, 2019. As per the amendment, evaluation of
Independent Directors by the entire Board shall include: (a) Performance of Directors and
(b) Fulfilment of independence criteria as specified in the Listing Regulations and their
independence from the management.
Details on terms of appointment of Independent Directors and the
familiarization program have been displayed on website of the Company at
http://www.cerebracomputers.com/pdf/Policies/Familiarisation_Program_ID.pdf
11. COMPOSITION OF AUDIT COMMITTEE:
As on 31st March, 2025, the Audit Committee of the Company
consisted of four (3) Non-Executive Independent Directors and all of them have financial
and accounting knowledge. Further the Audit Committee also consists of an Executive
Director.
The Board has accepted the recommendations of the Audit Committee
during the Financial Year under review.
The composition of Audit Committee as on 31st March, 2025 is
as follows:
a. Mr. Ramkripal Verma |
- |
Chairman |
b. Mr. Ranganathan Venkatraman |
- |
Member |
c. Mr. Afzalkhan Usmankhan Afridi |
- |
Member |
d. Mr. Afjalbhai Allarakhabhai Roomi |
- |
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 https://www.cerebracomputers.com/pdf/
Policies/Nominationa-and-Remuneration-Policy.pdf. The composition, criteria for selection
of Directors and the terms of reference of the Nomination and Remuneration Committee is
stated in the Corporate Governance Report.
The composition of Audit Committee as on 31st March,2025 is
as follows: a. Afzalkhan Usmankhan Afridi - Chairman b. Ramkripal Verma - Member c.
Afjalbhai Allarakhabhai Roomi - 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) of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 which is available on website of the Company at https://
cerebracomputers.com/pdf/Policies/Policy-Whistle-Blower-and-Vigil-Mechanism.pdf and there
were no cases reported during the last period.
14. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT
OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No commission has been received by MD/WTD from a Company and/or receipt
of commission/remuneration from its Subsidiary Companies to be provided during the
financial year under review.
15. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and the Companies
(Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the
website of the Company at http:// www.cerebracomputers.com/
16. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings
(SS-2).
17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JV:
The Company has one Subsidiary namely; a) Cerebra LPO India Limited,
India.
Financial performance of the Subsidiary Company referred to in Section
129 of the Companies Act, 2013 in Form AOC-1 is annexed to this Report as Annexure-I.
Your Company did not have any Joint Venture or Associate Company as at
the end of the Financial Year 2024-25.
The Policy for determining material Subsidiaries as approved by the
Board is uploaded on the Company s website of the Company at
https://www.cerebracomputers.com/pdf/Policies/Policy-for-determining-Materiality-for-Disclosures.pdf.
18. STATUTORY AUDITORS:
Messrs YCRJ & Associates, Chartered Accountants, Bangalore (Firm
Registration No. 006927S) were appointed as Statutory Auditors of the Company for a period
of 5 (five) years, to hold office from the conclusion of AGM 2020 till the conclusion of
the 31st (thirty first) AGM to be held in the year 2025. It is proposed to
reappoint Messrs YCRJ & Associates, Chartered Accountants, Bangalore (Firm
Registration No. 006927S) as the statutory auditors of the Company subject to the approval
of the shareholders. Messrs YCRJ & Associates, Chartered Accountants have confirmed
that they satisfy the independence criteria as per Companies Act, 2013 and Code of ethics
issued by the Institute of Chartered Accountants of India.
QUALIFICATIONS IN THE AUDIT REPORT:
Explanations by the Board on the comments of Statutory Auditors:
Sl. No. |
Qualifications made by the Statutory
Auditors |
Explanations by the Board |
a. |
The Company has prepared
its Standalone Finan- cial Statements on a going concern basis, notwith- standing the fact
that, the company is incurring sig- nificant operating losses during the financial year. |
With respect to the
qualification made the management is of the opinion that the Company is working hard on
getting some investment in to the Company and then restart all its operations soon and has
reduced its workforce for now consider- ably to contain the increase in expenses. |
|
In addition, the Company
has substantially reduced its workforce, ceased certain key operations in- cluding
refurbishment activities and experienced a substantial decline in revenues. Furthermore,
the Company is facing challenges in meeting its obli- gations, including the servicing of
current liabilities and settlement of income tax dues. These events and conditions
collectively give rise to material un- certainties that may cast significant doubt on the
Company s ability to continue as a going concern. |
|
|
We were unable to obtain
sufficient and appropriate audit evidence to support management s assess- ment that the
going concern basis of accounting is appropriate. |
|
b. |
The company has reported
Rs.10.03 Crore as car- rying value of inventory including E-waste inventory as on
31.03.2025 after devaluing the stock to the extent of Rs.19.95 crore on adhoc basis, for
which we have not been provided with item-wise details, movement of inventory during the
period and basis for the valuation. Due to the nature of inventory ma- jority being
E-waste stock, we could not verify the quantity of the inventory and in the absence of
suf- ficient audit evidence we are unable to comment on the compliance of Ind AS - 2
Inventory and also, we are unable express opinion on the correctness of the quantity and
the carrying value of inventory held as on 31.03.2025 and its consequential im- pact, if
any, on the Standalone Financial Statements. |
With respect to the
qualification men- tioned the management is of the opinion that the Company has maintained
stock records. However, nature of inventory measurement of EPR materials can be done only
on estimated basis. However, the Company has initiated the develop- ment of software to
address the require- ment. |
c. |
Loans and advances given
by the company includes Rs.5.95 Crore receivable from its subsidiary com- pany which is
outstanding for more than 3 years. |
With respect to the
qualification men- tioned the management is proposing to merge the subsidiary company with
the company or it will look out for outright sale for recovery of advance. |
|
Also, the subsidiary
company s auditors expressed concerns over the subsidiary company s ability to continue as
going concern, as the net worth of the subsidiary company has been completely eroded. |
|
|
The company has not made
any provision for ex- pected credit loss of said loan and its investment in equity shares
(book value of Rs.0.035 Crore) of the said subsidiary company. And hence, we are un- able
to express opinion on the correctness of the carrying value of the Loans receivable from
its sub- sidiary company and investment in equity shares of its subsidiary company. |
|
d. |
Total Trade receivables of
the company as on 31.03.2025 is Rs. 148.39 crore, out of which Rs. 145.86 crore is
outstanding for more than 1 year. |
With respect to the
qualification mention the Management and their representatives are in continuous touch
with the parities for the settlement and they are in the opin- ion that the same is
recoverable. Hence, no provision is made to that extent. |
|
However, the company has
made provision for bad and doubtful debts only to the extent of Rs.68.86 crore on adhoc
basis and written off to the extent of Rs2.32 Crore during the year. Also, the balance of
trade receivables is subject to confirmation and the company has not assessed the loss
allowance for expected credit loss and therefore, we are unable to express opinion on the
correctness of the provi- sions for bad and doubtful debts, carrying value of the said
receivables and its consequential impact, if any, on the Standalone Financial Statements. |
|
e. |
The company is having
outstanding dues recover- able from an overseas party amounting to Rs. 100.28 Crore
(Rs.15.00 crore reported under Other current assets and Rs.85.28 crore reported under
Other Non-current assets) on account of sale consider- ation of Company s erstwhile
subsidiary M/s Cere- bra Middle East FZCO Dubai, vide sale agreement dated 17.03.2022 and
settlement of advances due from said erstwhile subsidiary company. As per the terms of the
said agreement, the payment period now stands expired and overdue for payment for more
than 2 years and the balances are subject to confir- mation. The Company has not made any
provision for bad and doubtful receivables, also the said bal- ances were not restated as
per the requirement of Ind AS 21 The effects of changes in foreign exchange rates . Hence,
we are unable to comment on the regulatory compliances, recoverability of dues and its
consequential impact, If any, on the Standalone Financial Statements. |
With respect to the
qualification the Man- agement is of the opinion that as per mutual agreement the pending
realiza- tion of advances of Rs.100.28 crores. The consideration of sale of investment is
ex- pected to be received in the coming year. |
|
|
As per our opinion the
receivable amount is good for recovery and no provision is requiring to be made on the
same. Also as the amount is still being shown as receivable as per our agreement and since
the company ceases to be a sub- sidiary. Therefore, there is no requirement of any
adjustments to be made in the financial statement of the company. The same be shown as
receivable under capi- tal advances balance for the year end 31.03.2025. |
f. |
The company has given
Rs.20.29 crore (Rs.10.81 crore reported under current assets and Rs.9.49 crore reported
-under Non-current assets) towards Capital Advances and Other Advances to various parties,
which are outstanding for more than 1 year and are subject to confirmation. Also, no
provision has been made in the books for bad and doubtful portion. Hence, we are unable to
comment on its recoverability and its consequential impact, if any, on the Standalone
Financial Statements. |
These are the advances
made against the purchase of capital asset. These ad- vances will be adjusted at the time
of completion of the purchase. We confirm that, it will be adjusted or recovered in future
and good forrecovery. Therefore, no provision is required to be made against the same |
19. 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 Auditor
in Form MR-3 is annexed to this Report as Annexure-II.
Explanations by the Board on the comments of Secretarial Auditors:
Sl. No. |
Qualifications made by the Secreterial
Auditors |
Explanations by the Board |
a. |
The compliance under the
Secretarial Standards on Board and Committee Meetings SS 1 and General Meetings SS 2 are
not satisfactory. |
Due to the changes in the
composition of the Board, there was difficulty in com- plying with the provisions. The
Company has taken steps to comply with the same. |
b. |
Form MGT 14 for renewal of
the loan facility was not filed and the Company has not provided any data for Maintenance
of Cost records. |
The Company has taken steps
and will comply. |
c. |
The disclosure with respect
to Audit Committee Com- position in CG report filed for quarter ended 31 st March, 2024
was incorrect. |
The Company has taken steps
and will comply. |
d. |
The compliance requirement
of Regulation 18(2)(a) of SEBI (LODR) Regulations, 2015 is not satisfac- tory as there was
a gap of 181 Days between the Audit Committee Meeting held on 14.02.2024 and 13.08.2024,
which is more than one hundred and twenty days from 14.02.2024. |
The Company has taken
steps and will comply henceforth. |
e. |
The Board composition
& Committee constitutions were not in accordance with the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as 3 (three) Independent Direc- tors resigned during the year with
effect from 13 th May, 2024 and 3 (Three) Independent Directors were inducted on Board in
the Board Meeting held on 13 th August, 2024, which is beyond a period of 3 months i.e.
delay of one day in appointment of In- dependent Director. |
The Company has taken
steps and will comply henceforth. |
f. |
Woman Independent Director
had resigned from the Board on 10 th February, 2024. Listed Entity was supposed to appoint
the Woman Director before the end of June 24 quarter. Hence, there was a Non- compliance
of Regulation 17(1) for three Consecu- tive quarters i.e., June 2024, September 2024 and
December, 2024 (i.e. Composition of Board). |
The Company has taken
steps . |
g. |
The constitution of Audit
Committee is not in compliance with Regulation 18 of the SEBI (LODR) Regulations, 2015
from 13th May 2024 to 12th August, 2024. |
The Company has taken steps
. |
h. |
The constitution of
Nomination and Remuneration Committee is not in compliance with the Regulation 19(1) and
(2) of the SEBI (LODR) Regulations, 2015 from 13th May 2024 to 12th
August, 2024. |
The Company has taken
steps and will comply henceforth. |
i. |
The constitution of Risk
Management Committee is not in compliance with the Regulation 21(2) of the SEBI (LODR)
Regulations, 2015 from 13th May 2024 to 12th August, 2024. |
The Company has taken
steps . |
j. |
The constitution of
Stakeholders Relationship Com- mittees is not in compliance with the Regulation 20 of the
SEBI (LODR) Regulations, 2015 from 13th May 2024 to 12th August,
2024. |
The Company has taken
steps . |
k. |
The Compliance requirement
of Regulation 18(3) of SEBI (LODR) Regulations, 2015 and Part C of Schedule II is not met
since the Company had ap- proved the financials and appointment of Auditors without the
approval of Audit Committee because of resignation of all 3 Independent Directors from the
Board on 13th May 2024 and there were no Indepen- dent Director on Board. |
The Company has taken
steps . |
l. |
There was delay of one day
in submission of Shareholding Pattern under Regulation 31 (1) (b) SEBI (LODR) Regulations,
2015 |
Due to technical glitch,
the Company was unable to submit the Shareholding Pat- tern in time. |
m. |
The Company has not
maintained a functional website during the review period. Hence the website disclosures
required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended time
to time were not complied. |
Due to technical glitch,
the Company was unable to update the website. |
n. |
SEBI has conducted the
investigation under Sec- tion 11C of the Securities and Exchange Board of India Act, 1992
and had issued final order on 30th January, 2025 under Section 19 of the SEBI Act. 1992
read with Sections 11(1),11(4), 11(4A), 11B(1), and 11B(2) of the SEBI Act and Rule 5 of
the SEBI (Procedure for Holding Inquiry and Imposing Penal- ties) Rules, 1995. |
As on 31 March 2025, the
appeals for Noticee 2,3,4,5 has been filed before the Hon ble Securities Appellate
Tribunal against order dated 30 January 2025. The matters have been listed on 16 April
2025 for Noticee 3 & 4 and 21 April 2025 for Noticee 2 & 3 for admission. |
|
|
The Appeal for Noticee 1
has been e-filed and we have received certain objections from the registrar. The
objections will be cleared and shall be physically filed in coming week. |
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy:
Steps taken / impact on
conservation of energy, |
The Company s operations
are not power intensive. Nevertheless, your Company has introduced various measures to
conserve and minimize the use of energy wherever it is possible. |
(i) Steps taken by the
company for utilizing alternate sources of energy including waste generated |
Nil |
(ii) Capital investment on
energy conservation equipment |
Not Applicable |
Total energy consumption
and energy consumption per unit of production as per Form A |
Not Applicable |
(B) Technology absorption: |
|
Efforts in brief, made
towards technology absorption, adaptation and innovation |
Nil |
Benefits derived as a
result of the above efforts, e.g. product improvement, cost reduction, product
development, import substitution, etc. |
Not Applicable |
In case of imported
technology (imported during the last 5 years reckoned from the beginning of the financial
year), following information may be furnished: |
Nil |
Technology imported |
Not Applicable |
Year of Import |
Not Applicable |
Has technology been fully absorbed |
Not Applicable |
If not fully absorbed,
areas where this has not taken place, reasons therefore and future plan of action |
Not Applicable |
(C) Research and Development (R&D) |
|
Specific areas in which R
& D carried out by the company |
The Company has not carried
out any research and development work during the course of the year. |
Benefits derived as a
result of the above R & D |
Not Applicable |
Future plan of action |
Not Applicable |
Expenditure on R & D |
|
(a) Capital |
Nil |
(b) Recurring |
Nil |
(c) Total |
Nil |
(d) Total R & D
expenditure as a percentage of total turnover |
Nil |
(D) Foreign exchange earnings and Outgo |
|
Activities relating to exports |
Not Applicable |
Initiatives taken to increase exports |
Not Applicable |
Development of new export
markets for products and services |
Not Applicable |
Export plans |
Not Applicable |
Total Exchange used (Cash basis) |
As on 31st March, 2025: Rs.
Nil/- |
Total Foreign Exchange
Earned (Accrual Basis) |
As on 31st
March, 2025: Rs.Nil/- |
21. RATIO OF REMUNERATION TO EACH DIRECTOR:
The Company had 48 employees as on 31st March, 2025.
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 and read with
Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014,
details/disclosures of Ratio of Remuneration to each Director to the median employee s
remuneration is annexed to this report as Annexure-III.
There are no employees receiving remuneration more than Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to
Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not required.
There are no employees posted and working in a country outside India,
not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs
only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case
may be. Therefore, statement/disclosure pursuant to Sub Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be
circulated to the members and is not attached to the Annual Report.
22. DEPOSITS:
Your Company has not invited/accepted/renewed any deposits from public
as defined under the provisions of Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment
on or before 31st March, 2025.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
Not applicable.
24. REVISION OF FINANCIAL STATEMENT OR THE ANNUAL REPORT:
As per the Secretarial Standards-4, in case the Company has revised its
financial statement or the Report in respect of any of the three preceding financial years
either voluntarily or pursuant to the order of a judicial authority, the detailed reasons
for such revision shall be disclosed in the Report of the year as well as in the Report of
the relevant financial year in which such revision is made.
No such revision of Financial Statements took place in any of the three
preceding financial years under consideration.
25. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
There is no such process initiated during the year, therefore said
clause is not applicable to the Company.
26. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
There were no such events that took place during the year under
consideration.
27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has continued to maintain, high standards of internal
control designed to provide adequate assurance on the efficiency of operations and
security of its assets. The adequacy and effectiveness of the internal control across
various activities, as well as compliance with laid-down systems and policies are
comprehensively and frequently monitored by your Company s management at all levels of the
organization. Your Company has laid down set of standards, process and structures which
enables to implement internal financial control across the organisation and ensure that
the same are adequate and operating effectively.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year under review, the Company has not given any
loan, Guarantees or made Investments within the meaning of Section 186 of the Companies
Act, 2013.
29. RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy pursuant to the requirements
of Listing Regulations. The details of Committee and its terms of reference are set out in
the Corporate Governance Report forming part of the Board s Report.
The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company s website at
https://cerebracomputers.com/pdf/Policies/2021-08-14-Cerebra-Risk-Management-Policy.pdf.
30. INDUSTRIAL RELATIONS:
Industrial relations have been cordial.
31. RELATED PARTY TRANSACTIONS:
There were no Related Party Transactions during the Financial Year for
disclosure.
However, the Policy on Related Party Transactions as approved by the
Board is uploaded on the Company s website at
https://cerebracomputers.com/pdf/Policies/2022-01-27-Policy-on-Related-Party-Transaction.pdf.
32. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance and the Directors individually. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report. Further, the
Independent Directors, at their exclusive Meeting held on 13 th February, 2025, reviewed
the performance of the Board, its Chairman and Non-Executive Directors and other items as
stipulated under the Listing Regulations. The Independent Directors have also declared
their independence. The Nomination and Remuneration Committee has reviewed the existing
criteria for evaluation of performance of the Independent Directors and the Board and
reviewed the existing policy of remuneration of Directors.
33. LISTING WITH THE STOCK EXCHANGES:
The Company is making all the necessary attempts to pay the Annual
Listing Fees for the financial year 2024-25 to National Stock Exchange of India Limited
(NSE) and BSE Limited where the Company s Shares are listed.
34. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
A separate Report on Corporate Governance in terms of Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a
Certificate from a Practising Company Secretary regarding compliance to the Conditions
stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached to this report as Annexure IV.
As required by SEBI (LODR) (Amendment) Regulations, 2018, Annual
Secretarial Compliance Report issued by Mr. Parameshwar G Bhat, Practising Company
Secretary for the Financial Year ended 31st March, 2025 has been filed with the
Stock Exchanges on 30th May, 2025.
Further, in compliance with the Listing Regulations, your Board has
adhered to the Corporate Governance Code. All the requisite Committees are functioning in
line with the guidelines.
As reported earlier, a reputed firm of independent Chartered
Accountants has been carrying out the responsibilities of Internal Audit of the Company
and periodically reporting their findings on systems, procedures and management practices.
35. CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY:
The Company has formulated CSR Policy pursuant to the provisions of
Section 135 of the Companies Act, 2013.The Company has constituted a Corporate Social
Responsibility (CSR) Committee comprising of the following Members: 1. Mr. V Ranganathan -
Chairman 2. Mr. Vishwamurthy Phalanetra - Member 3. Mr. Ramkripal Verma - Member The
details of Expenditures on CSR activities are attached as Annexure V to this Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is annexed herewith as
Annexure VI.
37. BUSINESS RESPONSIBILITY REPORT:
Since your Company is one not among the top 1000 Listed Companies based
on market capitalization as of 31st March, 2025, a separate Section on Business
Responsibility Report is not applicable.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in Company s premises through various
interventions and practices. The Company always endeavours to create and provide an
environment that is free from discrimination and harassment including sexual harassment.
Policy on Prevention of Sexual Harassment at Workplace has been
released by the Company. The Policy aims at prevention of harassment of employees and lays
down the guidelines for identification, reporting and prevention of undesired behaviour.
The Internal Complaints Committee (ICC) was set up from the senior management with women
employees constituting majority. The ICC is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the Policy.
No complaints pertaining to sexual harassment was reported during the
financial year.
39. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; (b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period; (c) the
Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; (d) the Directors
had prepared the annual accounts on a going concern basis; and (e) the Directors, had laid
down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
40. DISCLOSURE REQUIREMENTS:
As per SEBI Listing Regulations, the Corporate Governance Report with
the Auditors Certificate thereon and Management Discussion and Analysis are attached,
which forms part of this report. The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India from time to time and that such systems are
adequate and operating effectively.
41. DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy is available on the website of the
Company at www.cerebracomputers.com.
42. ACKNOWLEDGEMENTS:
The Directors place on record their appreciation for valuable
contribution made by employees at all levels, active support and encouragement received
from the Government of India, Government of Karnataka, Company s Bankers, Customers,
Principals, Business Associates and other Acquaintances.
Your Directors recognize the continued support extended by all the
Shareholders and gratefully acknowledge with a firm belief that the support and trust will
continue in future also.
For and on behalf of Cerebra Integrated Technologies Limited
|
V Ranganathan |
Vishwamurthy P |
|
Managing Director |
Whole Time Director |
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DIN: 01247305 |
DIN: 01247336 |
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Address: Brindavan 90, |
Address: No-22 A |
|
3 rd Cross, Sri |
VANASUMA , 3 rd Stage, |
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Venkateshwara Krupa |
4 th Block, |
Date: 28 th May, 2025 |
|
Basveshwaranagar, |
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Layout West of Chord |
|
Place: Bangalore |
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Bangalore-560 010 |
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Road, Bangalore-560 079 |
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