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Cybertech Systems & Software Ltd.

BSE: 532173 Sector: IT
NSE: CYBERTECH ISIN Code: INE214A01019
BSE 00:00 | 24 Apr Cybertech Systems & Software Ltd
NSE 05:30 | 01 Jan Cybertech Systems & Software Ltd
OPEN 34.00
PREVIOUS CLOSE 36.00
VOLUME 54
52-Week high 64.45
52-Week low 22.50
P/E 8.91
Mkt Cap.(Rs cr) 94
Buy Price 34.40
Buy Qty 100.00
Sell Price 43.20
Sell Qty 100.00
OPEN 34.00
CLOSE 36.00
VOLUME 54
52-Week high 64.45
52-Week low 22.50
P/E 8.91
Mkt Cap.(Rs cr) 94
Buy Price 34.40
Buy Qty 100.00
Sell Price 43.20
Sell Qty 100.00

Cybertech Systems & Software Ltd. (CYBERTECH) - Director Report


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Company director report

Dear Members

Your Directors have pleasure in presenting the 24th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements andthe Auditors' Report for the Financial Year ended March 31 2019.

FINANCIAL RESULTS:

The Financial Performance of your Company for the year ended March 31 2019 issummarized below -

(Rs. in Millions)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Gross Revenue 601.41 592.08 1031.09 952.05
Profit before Interest & Depreciation 133.08 92.03 198.72 113.96
Finance costs 10.91 18.70 10.91 18.70
Depreciation 47.21 45.93 65.69 55.77
Profit before tax 74.96 27.40 122.12 39.49
Tax Expense 23.00 16.00 23.00 16.00
Deferred Tax (3.50) (7.35) (3.50) (7.35)
Income Tax adjustments from earlier years 0.32 (0.85) 0.32 (0.85)
Profit after tax 55.14 19.60 102.30 31.69
Accumulated profit brought forward from previous year 391.00 404.39 268.95 270.25
Dividend (including dividend tax) 33.17 32.99 33.17 32.99
Balance to be carried forward 412.97 391.00 338.08 268.95

FINANCIAL PERFORMANCE OVERVIEW

CyberTech Consolidated Financial Performance:

• The Company registered total income of Rs. 1031.1 million for the year endedMarch 31 2019 as compared to Rs. 952.1 million for the year ended March 31 2018reflecting a growth of 8.3%.

• Operating revenue for the year under review was Rs. 967.6 million as against Rs.870.5 million in the previous year reflecting an increase of 11.2%.

• The company earned a net profit of Rs. 102.3 million for the year ended March31 2019 as against profit of Rs. 31.7 million for the year ended March 31 2018 anincrease by 223%

• This growth can be attributed to growth in US business which constitutes 91% ofour revenue and grew 19% over previous year.

CyberTech Standalone Financial Performance:

• The Company registered total revenue of Rs. 601.4 million for the year endedMarch 31 2019 as in line with Rs. 592.1 million for the year ended March 31 2018.

• Operating revenue for the year under review was Rs. 538.2 million in line withRs. 510.7 million in the previous year reflecting a growth of 5.4%.

• Other income for the year under review was Rs. 63.2 million as against Rs. 81.4million in the previous year.

• The profit after tax for the year under review was Rs. 55.1 million as againstRs. 19.6 million in the previous year reflecting an increase of 181%.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a dividend @10% (Re.1/- per Equity Share of Rs.10/- each) for the Financial Year 2018-19 subject to the approval of shareholders at theensuing Annual General Meeting. If approved the total payout for the year under reviewwill be amounting to Rs. 33.2 Millions including divdend tax of Rs. 5.7 million.

No amount was transferred to General Reserves for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has adopted and implemented Indian Accounting Standards ("IndAS") in accordance with Companies (Indian Accounting Standards) Rules 2015 witheffect from April 01 2017 as prescribed by Ministry of Corporate Affairs Government ofIndia vide circular dated February 16 2015.

The consolidated financial statements of the Company including its wholly owned USsubsidiaries are prepared in accordance with Ind AS 110 (Consolidation of Accounts) asprescribed by the Institute of Chartered Accountants of India and in compliance with theterms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time. Together these comprise part of the Annual Report andAccounts. The summarized consolidated results are given alongside the financial results ofyour Company.

WHOLLY OWNED SUBSIDIARIES IN USA

The Company owns 100% interest in CyberTech Systems and Software Inc. USA (CSSI)which was incorporated on June 12 2003 the results of CSSI are consolidated herein.

During the year under review Spatialitics LLC USA ("Spatialitics") wasnewly incorporated and organized under the laws of the State of Delaware USA as a whollyowned subsidiary of our Company. An Overseas Direct Investment (ODI) of USD 200000 wasmade towards capital contribution on March 28 2019 in Spatialitics. As on date theCompany owns 100% interest in Spatialitics. Being a wholly owned subsidiary company theresults of Spatialitics are also consolidated therein.

The Statement in Form AOC-1 containing salient features of the financial statements ofCompany's Subsidiaries is attached as Annexure I to the Board's Report ofthe Company.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

The State of Company's Affairs:

CyberTech continues deepening SAP R relationship as SAP S/4HANA Rmove is a great opportunity for CyberTech going forward. Also the joint workshop offeringwith SAP Database Migration Factory in India is gaining traction from several Indianenterprises. CyberTech's product portfolio continues to be promoted through the Strategicchannel partners - Cisco R Microsoft R esri R and SAPR . During the year your Company was honoured as an Esri Cornerstone Partnerat the esri R Partner Conference 2019 which validates the Company's commitmenttowards the GeoSpatial community. CyberTech has recently launched the second technologysupport centre for esri's cutting-edge GIS products and technologies in Pune. The newlocation shall be focusing on expanding CyberTech's world-class capabilities in offeringsupport for ArcGIS product suite to users globally. CyberTech is privileged to have esri Ras an invested partner and look forward to not only continuing to provide high qualitytechnical support services but also deliver complex solutions based on largegeographically enabled data sets. As a 20 year partner CyberTech is committed to investin bringing to the market latest esri's GIS solutions Cloud based Enterprise Analyticsalong with Spatial SAAS Services. Our US-based subsidiary Spatialitics LLC which wasformed to focus on our spatial analytics based fabric and product portfolio is growing inline with our strategy. United States continued to be the major revenue contributor with acontribution of 91% towards operating revenue while 9% accounted for India.

BUSINESS OUTLOOK

Enterprises realized the value of the data; they have like never before.Unfortunately generating actionable insights out of the stored data is not easy as theseare from disparate sources and hence unstructured and in various non-compatible formats.CyberTech's transformation methodologies tools and products help enterprises utilizetheir data to generate ready-to-act insights and unleash significant business benefits.Moreover CyberTech's proprietary methodologies ensure that the transformation process haszero or minimum risk offering substantial cost benefit for the customers. CyberTech isseeing good growth momentum guided by the clear articulation of strategy the strongsupport of our Board and the continual commitment of the management team to make this areality. We stay committed to help our customers in achieving better performance in theirrespective industries and to deliver enhanced value to all our key shareholders.

SHARE CAPITAL

During the year under review the Company has:

Issued and allotted 101000 Equity Shares under Employee Stock Option Scheme (ESOP) tothe employees of the Company and its subsidiary company. As a result of the aboveallotment the paid-up Share capital of the Company increased from Rs. 274145930/-comprising of 27414593 Equity Shares of Rs. 10/- each as on March 312018 to Rs.275155930/- comprising of 27515593 Equity Shares of Rs. 10/- each as on March 312019.The said allotment resulted in increase of Securities Premium account of the Company byRs. 7.79 lakhs.

DEPOSITS:

During the year under review no deposits were accepted by the Company within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties in terms of Section 2(76) andSection 188 of the Companies Act 2013 Rules issued thereunder read with Regulation 2(zc)and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the Financial Year were in the nature exempted being transactionsbetween the Company and its 100% Subsidiaries or in accordance with the approval obtainedfrom the Members of the Company as the case may be. During the Financial Year 2018-19the Company did not enter into materially significant transactions with Promoters KeyManagerial Personnel or other related parties. The details of the related partytransactions as required under Ind AS-24 are set out in Note No. 32 to the consolidatedfinancial statements forming part of this Annual Report and disclosed vide form AOC-2 hasbeen appended as Annexure II pursuant to Section 134(3)(h) of the CompaniesAct 2013 and rules made thereunder. The policy on Related Party Transactions as approvedby the Board is uploaded on the Company's website www.cybertech.com and can be accessed athttp://www.cybertech.com/investors/corporate policies.aspx

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not granted any loan guarantee and investment to any person otherthan its employees and wholly owned subsidiaries. The details of which are given in theNotes to Financial Statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of any business and is committedto manage the risk in a proactive and efficient manner. Your Company has Risk ManagementPolicy in place. The Policy provides for a risk management framework to identify andassess all kinds of risks such as operational strategic resources security industryregulatory & compliance and other risks and put in place an adequate risk managementinfrastructure capable of addressing these risks. The Board periodically reviews therisks if any and ensures to take steps for their mitigation.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure IIIforming part of this Report.

MANAGERIAL REMUNERATION

In accordance with Section 178 and other applicable provisions of the Companies Act2013 read with the Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014the Company has in place the Nomination and Remuneration Policy. Pursuant to recentamendments in SEBI (LODR) Regulations 2015 the Nomination and Remuneration Policy wasamended by your Board of Directors in their meeting held on February 04 2019. The amendedpolicy is available at the Company's website:https://www.cybertech.com/investors/overview.aspx The salient aspects covered in theNomination and Remuneration Policy with respect to the appointment and remuneration ofDirectors Key Managerial Personnel Senior Management and other matters have beenoutlined in the Corporate Governance Report forming part of Annual Report. Theinformation required under Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Directorsand Key Managerial Personnels of your Company is set out in MGT–9 Point No. Xin Annexure V.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining a secure work environment whereits employees agents vendors and partners can work and pursue business together in anatmosphere free of harassment exploitation and intimidation. To empower women and protectwomen against sexual harassment a policy for prevention of sexual harassment has beenrolled out and an Internal Committee (ICC) as per legal guidelines has been set up. Allemployees (permanent contractual temporary trainees) are covered under this policy.This policy allows employees to report sexual harassment if any at the workplace and theCompany conducts regular awareness programs in this regard. The Internal Committee isempowered to look into all complaints of sexual harassment and facilitate free and fairenquiry process with clear timelines.

During the year 2018-19 no complaints were received regarding Sexual harassment atwork place.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of SEBI (LODR) Regulations 2015 is presented in a separatesection forming part of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 a separate report onCorporate Governance is provided together with a Certificate from the Secretarial Auditorsof the Company regarding compliance of conditions of Corporate Governance. A Certificateof the CFO of the Company in terms of SEBI (LODR) Regulations 2015 inter aliaconfirming the correctness of the financial statements and cash flow statements adequacyof the internal control measures and reporting of matters to the Audit Committee is alsoannexed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sudhir Joshi Mr. M.P. Bharucha Dr. N. L. Sarda Dr. Shreepad Karmalkar and Ms.Angela C. Wilcox the Independent Directors have submitted a declaration that each of themmeets with the criteria of independence as provided in Section 149(6) of the Act and therehas been no change in the circumstances which may affect their status to continue as anindependent director on the Board of Directors of the Company. The Board of Directorspursuant to the provisions of sections 149 152 and other applicable provisions if anyof the Companies Act 2013 (the Act) and the Rules framed there under read with ScheduleIV to the Act as amended from time to time recommends re-appointment of Mr. SudhirJoshi Dr. N. L. Sarda and Dr. Shreepad Karmalkar Independent Directors of the Companyfor further period of five years commencing from September 30 2019 to September 29 2024and Mr. M.P. Bharucha from October 01 2019 to September 30 2024 subject to approval ofthe Members at the ensuing Annual General Meeting of the Company.

Mr. Sudhir Joshi Independent Director of the Company is appointed on the Board ofCyberTech Systems & Software Inc. USA and Spatialitics LLC USA wholly-ownedsubsidiaries of the Company with effect from April 01 2019 pursuant to amendedregulation 24 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Mr. Willem P. Elfrink (DIN: 07741650) Non-Executive and Non-Independent Director ofthe Company resigned from the Board with effect from November 14 2018 owing to hisprofessional commitments. Presently Mr. Ramasubramanian Sankaran Executive Director Mr.Praveen Agarwal – Chief Financial Officer and Ms. Sarita Leelaramani CompanySecretary & Compliance Officer are the Key Managerial Personnel of your Company inaccordance with the provisions of sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

A brief extract on the Company's policy on Directors' appointment and remuneration andother matters as provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which is forming part of this Annual report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four (04) Board Meetings were held viz. May 09 2018;August 13 2018; November 14 2018; and February 04; 2019. The details of the meetings ofthe Board and its committees are set out in the Corporate Governance Report which formspart of this Report. In terms of requirements of Schedule IV of the Companies Act 2013 aseparate meeting of Independent Directors was also held on March 13 2019 to review theperformance of Non-independent Directors (including the Chairman) the entire Board andquality quantity and timelines of the flow of information between the Management and theBoard.

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board of Directors have carried out the annual performance evaluation of itsDirectors individually as well as the evaluation of the working of its Committees. Theperformance evaluation criteria for Independent Directors are determined by an indicativelist of factors on which evaluation was carried out and it includes participation andcontribution by a director commitment effective deployment of knowledge and expertiseintegrity and maintenance of confidentiality and independence of behavior and judgment.The performance evaluation of the Directors the Board and its Committees was accordinglycarried out based on the criteria laid down under the SEBI Circular dated January 5 2017(detailed in the Corporate Governance Report).

In compliance with the requirements under Regulation 25(3) of SEBI (LODR) Regulations2015 the performance evaluation of the Independent Directors was carried out by theentire Board. The Independent Directors in their separate meeting held on March 13 2019reviewed the performance of the Chairman Executive Director and other Non-ExecutiveDirectors on the Board of the Company. They also assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. In the boardmeeting that followed the meeting of the independent directors the Performance evaluationby the Independent directors was noted by the Board.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015 which consists of the following Members:

S. No. Name Designation
1 Mr. Sudhir Joshi Chairman Independent Director
2 Dr. Shreepad Karmalkar Member Independent Director
3 Dr. N.L. Sarda Member Independent Director

All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company. For further details please refer the CorporateGovernance Report forming part of the Annual Report

VIGIL MECHANISM

The Company has adopted the Vigil Mechanism Policy and has established the necessaryvigil mechanism for directors and employees to report concerns about unethical behavior.No person has been denied access to the Chairman of the Audit Committee. Pursuant toperiodical review by the Board of Directors the Policy was amended on February 04 2019and the same has been uploaded on the website of the Company http://www.cybertech.com/investors/corporate_policies.aspx

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3)(C) AND SECTION134 (5) OF THE COMPANIES ACT 2013

In terms of Section 134(3) (c) of the Companies Act 2013 to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state and confirm that:

i) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed along with proper explanation relating tomaterial departures if any;

ii) such accounting policies as mentioned in the notes to the Financial Statements forthe year ended March 31 2019 have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the Profit of theCompany for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual financial statements for the year ended March 31 2019 have beenprepared on a going concern basis;

v) proper internal financial controls are followed by the Company and that suchfinancial controls are adequate and are operating effectively; and

vi) proper systems to ensure compliance with the provisions of all applicable lawsare in place and such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No.: 113447W)have been appointed as Statutory Auditors of the Company for a period of 5 (Five) yearsfrom the conclusion of 22nd Annual General Meeting till the conclusion of 27thAnnual General Meeting by the shareholders of the Company. The Statutory Auditors haveconfirmed their eligibility and necessary certificates as required under the Act have beenreceived from them.

Pursuant to notification of the Companies (Amendment) Act 2017 on May 7 2018 therequirement of rati_cation of auditors by the members is no longer required.

AUDITOR'S REPORT

During the Financial Year under review there are no qualifications reservations oradverse remarks or disclaimers made by the Statutory Auditors on the financial statementsof the Company.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment for the time being in force).

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of Companies (Accounts) Rules 2014 the Board of Directors had appointed M/s. DesaiAssociates Chartered Accountants (Firm Registration No. 102286W) as Internal Auditors ofthe Company for F.Y. 2018-19 and their reports were reviewed by the Audit Committee andthe Board on periodical basis.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. S. Anantha & Ved LLP Company Secretaries Mumbai asSecretarial Auditors to conduct the Secretarial Audit of the Company for F.Y. 2018-19.The Secretarial Audit Report is annexed herewith as Annexure IV to thisReport.

The Secretarial Audit Report does not contain any qualification reservationdisclaimer or adverse remark.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations 2015the Company has arranged Familiarization Programme for Independent Directors tofamiliarize them with their role rights and responsibility as Directors the working ofthe Company nature of the industry in which the Company operates business model etc. Thedetails are mentioned in the Report on Corporate Governance which forms part of thisannual report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is annexed as Annexure V

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to believe in operating and conducting its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company to focus onholistic development of its host community and immediate social and environmentalsurroundings qualitatively. Hence in accordance with the requirements of Section 135 ofthe Companies Act 2013 your Company has constituted a Corporate Social ResponsibilityCommittee ("CSR Committee"). The composition and terms of reference of the CSRCommittee are provided in Corporate Governance Report. The Company has framed its CSRpolicy which is available at https://www.cybertech.com/investors corporate_policies.aspxAnnual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure VI to thisreport. During the year under review the Company has spent Rs. 14.10 Lacs towardsCorporate Social Responsibility.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorization of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances. The comprehensive Internal Financial Control policy alongwith the effective Internal Audit System helps the Company in achieving orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Internal control system includes a well defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well structured budgeting process with regular monitoring ofexpenses and Internal audit.

The Internal Audit reports are periodically reviewed by the management and the AuditCommittee and necessary improvements are undertaken if required.

For the year under review the Board of Directors is of the opinion that the Companyhas sound internal financial controls that commensurate with the nature and size of thebusiness operations of the Company.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are also provided in Annexure VII of theReport.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the Reportand forms part of this Report. However having regard to the provisions of the firstproviso to Section 136(1) of the Act and as advised the Annual Report excluding theaforesaid information is being sent to the members of the Company as the said informationis available for inspection at the registered office of the Company during working hoursand any member interested in obtaining such information may write to the Company Secretaryand the same will be furnished on request.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICHIMPACT THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no Significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations for the FinancialYear 2018-19.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI as mandated by theMinistry of Corporate Affairs Govt. of India.

EMPLOYEES STOCK OPTION PLAN (ESOP)

During F.Y. 2018-19 there has been no change in the Employee Stock Option Plan of theCompany. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014 (‘the SBEB Regulations') Disclosures pertaining to the ESOP Schemepursuant to the SBEB Regulations are provided as Annexure VIII.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview or the said items are not applicable to the Company:

1. Cost Audit;

2. Issue of equity shares with differential rights as to dividend voting or otherwise;and

3. There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year 2018-19.

ANNEXURES FORMING PART OF BOARD'S REPORT

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form part of this Report:

Annexure Particulars
I Form AOC-1 Particulars of Subsidiary
II Form AOC-2 Disclosure of particulars of contracts/arrangements entered into by the company with related parties
III Information with respect of energy conservation technology absorption foreign exchange earnings and outgo
IV Form MR-3 Secretarial Audit Report
V MGT – 9 Extract of the Annual Return
VI Report on Corporate Social Responsibility
VII Particulars of employees Disclosure pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
VIII ESOP Disclosure

CAUTIONARY STATEMENT

Statements in the Boards' Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions of Information Technology related services changes in government regulationstax laws economic developments within the country and other factors such as litigationand industrial relations.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to thevarious departments of the Central and State Government(s) Company's Bankers clientsmedia and business constituents for their valuable assistance and support. The Directorsalso acknowledge the continued support received from investors and shareholders and theconfidence reposed by them. The Directors also record their appreciation for the sincereand dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors
CyberTech Systems and Software Ltd.
Sd/-
Vish Tadimety
Chairman
DIN: 00008106
Place : Trevose PA USA
Date : August 12 2019