General information about company

Scrip code 532173
NSE Symbol CYBERTECH
MSEI Symbol
ISIN INE214A01019
Name of the entity CYBERTECH SYSTEMS AND SOFTWARE LIMITED
Date of start of financial year 01-04-2018
Date of end of financial year 31-03-2019
Reporting Quarter Yearly
Date of Report 31-03-2019
Risk management committee Not Applicable

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory Textual Information(1)
Wether the listed entity has a Regular Chairperson Yes
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
1 Mr VISWANATH TADIMETY AFCPT4133N 00008106 Non-Executive – Non Independent Director Chairperson 23-05-1995 1 0 0
2 Mr SUDHIR MORESHWAR JOSHI AAHPJ9981C 00349597 Non-Executive – Independent Director Not Applicable 30-09-2014 60 4 2 2
3 Mr MAREZBAN PADAM BHARUCHA AAAPB5642H 00361911 Non-Executive – Independent Director Not Applicable 30-09-2015 60 1 1 1 Textual Information(2)
4 Mr NANDLAL LAXMINARAYAN SARDA AAGPS5871F 00147782 Non-Executive – Independent Director Not Applicable 30-09-2014 60 1 4 0

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
5 Mr SHREEPAD DIGAMBAR KARMALKAR AAAPK6875H 03273896 Non-Executive – Independent Director Not Applicable 30-09-2014 60 1 2 0
6 Mr STEVEN LLOYD JESKE AHGPJ7229M 01964333 Non-Executive – Non Independent Director Not Applicable 30-09-2008 1 0 0
7 Mr RAMASUBRAMANIAN SANKARAN AEVPR4091M 05350841 Executive Director Not Applicable 04-08-2018 1 1 0
8 Ms ANGELA COOK WILCOX AFVPW1713L 08068715 Non-Executive – Independent Director Not Applicable 28-09-2018 60 1 0 0

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
9 Ms AMOGHA TADIMETY AFCPT4619K 06952042 Non-Executive – Non Independent Director Not Applicable 30-09-2014 1 0 0

Text Block

Textual Information(1)
Mr. M.P. Bharucha holds the Chairmanship of Audit Committee in Lucid Colloids Ltd., an Unlisted Public Company
Mr. N.L. Sarda holds the memberships in Audit Committee in two Unlisted Public Companies viz. Ujjivan Small Finance Bank Ltd. and eMudhra Ltd.
Textual Information(2)
Mr. M.P. Bharucha holds the Chairmanship of Audit Committee in Lucid Colloids Ltd., an Unlisted Public Company

Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory Textual Information(1)

Annexure 1 Text Block

Textual Information(1)
Date of appointment is the date of reconstitution of the committees, pursuant to commencement of various provisions of Companies Act, 2013 and rules made there under.

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00349597 SUDHIR MORESHWAR JOSHI Non-Executive – Independent Director Chairperson 06-08-2014
2 00147782 NANDLAL LAXMINARAYAN SARDA Non-Executive – Independent Director Member 06-08-2014
3 03273896 SHREEPAD DIGAMBAR KARMALKAR Non-Executive – Independent Director Member 06-08-2014

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00349597 SUDHIR MORESHWAR JOSHI Non-Executive – Independent Director Chairperson 06-08-2014
2 00361911 MAREZBAN PADAM BHARUCHA Non-Executive – Independent Director Member 06-08-2014
3 00008106 VISWANATH TADIMETY Non-Executive – Non Independent Director Member 06-08-2014
4 00147782 NANDLAL LAXMINARAYAN SARDA Non-Executive – Independent Director Member 06-08-2014
5 03273896 SHREEPAD DIGAMBAR KARMALKAR Non-Executive – Independent Director Member 06-08-2014

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00349597 SUDHIR MORESHWAR JOSHI Non-Executive – Independent Director Chairperson 06-08-2014
2 00147782 NANDLAL LAXMINARAYAN SARDA Non-Executive – Independent Director Member 06-08-2014
3 03273896 SHREEPAD DIGAMBAR KARMALKAR Non-Executive – Independent Director Member 06-08-2014
4 05350841 RAMASUBRAMANIAN SANKARAN Executive Director Member 06-08-2014

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00349597 SUDHIR MORESHWAR JOSHI Non-Executive – Independent Director Chairperson 06-08-2014
2 00008106 VISWANATH TADIMETY Non-Executive – Non Independent Director Member 06-08-2014
3 00147782 NANDLAL LAXMINARAYAN SARDA Non-Executive – Independent Director Member 06-08-2014
4 05350841 RAMASUBRAMANIAN SANKARAN Executive Director Member 06-08-2014

Other Committee

Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) Notes for not providing Date
1 14-11-2018
2 04-02-2019 81

Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting of the committee in the relevant quarter Whether requirement of Quorum met (Yes/No) Requirement of Quorum met Date(s) of meeting of the committee in the previous quarter Maximum gap between any two consecutive meetings (in number of days) Name of other committee Reson for not providing date
1 Audit Committee 04-02-2019 Yes 2 14-11-2018 81

Annexure 1

V. Related Party Transactions

Sr Subject Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT NA
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee NA

Annexure 1

VI. Affirmations

Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) NA
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes

Annexure 1

Sr Subject Compliance status
1 Name of signatory Sarita Leelaramani
2 Designation Company Secretary and Compliance Officer

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
1 Details of business Yes https://cybertech.com/investors/
2 Terms and conditions of appointment of independent directors Yes https://cybertech.com/wp-content/uploads/2023/08/Letter_of_appointment_to_Independent_Director.pdf
3 Composition of various committees of board of directors Yes https://cybertech.com/wp-content/uploads/2023/08/Committee_of_Board_2018_Revised.pdf
4 Code of conduct of board of directors and senior management personnel Yes https://cybertech.com/wp-content/uploads/2023/08/Code-of-Conduct-for-Board-and-Senior-Management-4.pdf
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes https://cybertech.com/wp-content/uploads/2023/08/Vigil-Mechanism-Policy-3.pdf
6 Criteria of making payments to non-executive directors Yes https://cybertech.com/investors/board-of-directors/
7 Policy on dealing with related party transactions Yes https://cybertech.com/wp-content/uploads/2023/08/Related-Party-Transactions-Policy-3.pdf
8 Policy for determining ‘material’ subsidiaries Yes https://cybertech.com/wp-content/uploads/2023/08/Policy-on-Material-Subsidiaries-3.pdf
9 Details of familiarization programmes imparted to independent directors Yes https://cybertech.com/investors/board-of-directors/#FamiliarizationProgram

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://cybertech.com/investors/
11 email address for grievance redressal and other relevant details Yes cssl.investors@cybertech.com
12 Financial results Yes https://cybertech.com/investors/annual-reports-financial-results/
13 Shareholding pattern Yes https://cybertech.com/investors/shareholding-pattern/
14 Details of agreements entered into with the media companies and/or their associates NA
15 New name and the old name of the listed entity NA

 

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ 16(1)(b) & 25(6) Yes
2 Board composition 17(1) Yes
3 Meeting of Board of directors 17(2) Yes
4 Review of Compliance Reports 17(3) Yes
5 Plans for orderly succession for appointments 17(4) Yes
6 Code of Conduct 17(5) Yes
7 Fees/compensation 17(6) Yes
8 Minimum Information 17(7) Yes
9 Compliance Certificate 17(8) Yes
10 Risk Assessment & Management 17(9) Yes

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
11 Performance Evaluation of Independent Directors 17(10) Yes
12 Composition of Audit Committee 18(1) Yes
13 Meeting of Audit Committee 18(2) Yes
14 Composition of nomination & remuneration committee 19(1) & (2) Yes
15 Composition of Stakeholder Relationship Committee 20(1) & (2) Yes
16 Composition and role of risk management committee 21(1),(2),(3),(4) NA
17 Vigil Mechanism 22 Yes
18 Policy for related party Transaction 23(1),(5),(6),(7) & (8) Yes
19 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) NA
20 Approval for material related party transactions 23(4) Yes

 

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
21 Composition of Board of Directors of unlisted material Subsidiary 24(1) Yes
22 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes
23 Maximum Directorship & Tenure 25(1) & (2) Yes
24 Meeting of independent directors 25(3) & (4) Yes
25 Familiarization of independent directors 25(7) Yes
26 Memberships in Committees 26(1) Yes
27 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
28 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
29 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
Any other information to be provided – Add Notes

Annexure II

1 Name of signatory Sarita Leelaramani
2 Designation Company Secretary and Compliance Officer

Annexure II

III. Affirmations

Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided

Annexure II

1 Name of signatory Sarita Leelaramani
2 Designation Company Secretary and Compliance Officer

Signatory Details

Name of signatory Sarita Leelaramani
Designation of person Company Secretary and Compliance Officer
Place Thane
Date 08-04-2019