General information about company |
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| 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 | 01-04-2020 |
| Date of end of financial year | 31-03-2021 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2021 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
Annexure I |
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Annexure I to be submitted by listed entity on quarterly basis |
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I. Composition of Board of Directors |
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| Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||||
| Wether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | |||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(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 related to Promoter | 05-10-1962 | NA | 23-05-1995 | 23-05-1995 | 1 | 0 | 0 | 0 | ||||||
| 2 | Mr | SUDHIR MORESHWAR JOSHI | AAHPJ9981C | 00349597 | Non-Executive – Independent Director | Not Applicable | 27-02-1947 | Yes | 27-09-2019 | 30-09-2014 | 30-09-2019 | 60 | 1 | 1 | 2 | 2 | ||||
| 3 | Mr | MAREZBAN PADAM BHARUCHA | AAAPB5642H | 00361911 | Non-Executive – Independent Director | Not Applicable | 29-10-1948 | Yes | 27-09-2019 | 30-09-2015 | 30-09-2019 | 60 | 1 | 1 | 0 | 0 | ||||
| 4 | Mr | NANDLAL LAXMINARAYAN SARDA | AAGPS5871F | 00147782 | Non-Executive – Independent Director | Not Applicable | 02-05-1948 | Yes | 27-09-2019 | 30-09-2014 | 30-09-2019 | 60 | 2 | 2 | 3 | 0 | ||||
I. Composition of Board of Directors |
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Disclosure of notes on composition of board of directors explanatory |
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Wether the listed entity has a Regular Chairperson |
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| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(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 | 25-06-1961 | No | 27-09-2019 | 30-09-2014 | 30-09-2019 | 60 | 1 | 1 | 2 | 0 | ||||
| 6 | Mr | STEVEN LLYOD JESKE | AHGPJ7229M | 01964333 | Non-Executive – Non Independent Director | Not Applicable | 09-12-1952 | NA | 30-09-2008 | 30-09-2008 | 1 | 0 | 0 | 0 | ||||||
| 7 | Mr | RAMASUBRAMANIAN SANKARAN | AEVPR4091M | 05350841 | Executive Director | Not Applicable | 02-07-1965 | NA | 04-08-2015 | 04-08-2018 | 36 | 1 | 0 | 1 | 0 | |||||
| 8 | Ms | ANGELA COOK WILCOX | AFVPW1713L | 08068715 | Non-Executive – Independent Director | Not Applicable | 01-10-1974 | No | 13-02-2018 | 13-02-2018 | 60 | 1 | 1 | 0 | 0 | |||||
I. Composition of Board of Directors |
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Disclosure of notes on composition of board of directors explanatory |
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Wether the listed entity has a Regular Chairperson |
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| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(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 | 08-06-1992 | NA | 30-09-2014 | 30-09-2014 | 1 | 0 | 0 | 0 | ||||||
Audit Committee Details |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 |
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Annexure 1 |
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III. Meeting of Board of Directors |
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| Disclosure of notes on meeting of board of directors explanatory | Textual Information(1) | ||||||
| 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 | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | 11-11-2020 | Yes | 8 | 4 | |||
| 2 | 11-02-2021 | 91 | Yes | 7 | 3 | ||
Text Block |
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| Textual Information(1) |
*The attendance includes presence of Directors through Audio/Video conferencing facilities |
Annexure 1 |
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IV. Meeting of Committees |
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| Disclosure of notes on meeting of committees explanatory | Textual Information(1) | |||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 11-11-2020 | Yes | 2 | 2 | |||
| 2 | Audit Committee | 11-02-2021 | 91 | Yes | 2 | 2 | ||
| 3 | Nomination and remuneration committee | 25-03-2020 | Yes | 4 | 3 | |||
| 4 | Nomination and remuneration committee | 26-03-2021 | 365 | Yes | 3 | 2 | ||
| 5 | Stakeholders Relationship Committee | 26-03-2021 | Yes | 3 | 2 | |||
| 6 | Corporate Social Responsibility Committee | 26-03-2021 | Yes | 4 | 4 | |||
Text Block |
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| Textual Information(1) |
*The attendance includes presence of Directors through Audio/Video conferencing facilities |
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Annexure 1 |
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V. Related Party Transactions |
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| 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 |
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VI. Affirmations |
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| 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 500 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 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | Sarita Leelaramani |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II |
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Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
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I. Disclosure on website in terms of Listing Regulations |
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| 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/IndependentDirectorAppointmentLetter-2.pdf | |
| 3 | Composition of various committees of board of directors | Yes | https://cybertech.com/wp-content/uploads/2023/08/Committee-of-Directors-2020-2.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-2.pdf | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | https://cybertech.com/wp-content/uploads/2023/08/Vigil-Mechanism-Policy-2.pdf | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://cybertech.com/wp-content/uploads/2023/08/Nomination-Remuneration-Policy.pdf | |
| 7 | Policy on dealing with related party transactions | Yes | https://cybertech.com/wp-content/uploads/2023/08/Related-Party-Transactions-Policy-2.pdf | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | https://cybertech.com/wp-content/uploads/2023/08/Policy-on-Material-Subsidiaries-2.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://cybertech.com/wp-content/uploads/2023/08/Familiarization-programmes-imparted-to-Independent-Directors-2021-1.pdf | |
Annexure II |
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Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
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I. Disclosure on website in terms of Listing Regulations |
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| 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/wp-content/uploads/2023/08/DISCLOSURE_30_5_SEBI_LODR_2015_1-2.pdf | |
| 11 | email address for grievance redressal and other relevant details | Yes | https://cybertech.com/investors/ | |
| 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 | Yes | https://cybertech.com/investors/other-filings-with-stock-exchange/ | |
| 15 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | https://cybertech.com/investors/press-releases/ | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://cybertech.com/investors/bm-notice-disclosures/ | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://cybertech.com/investors/other-filings-with-stock-exchange/ | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | https://cybertech.com/investors/annual-reports-financial-results/ | |
| 20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | https://cybertech.com/investors/ | |
| 21 | Materiality Policy as per Regulation 30 | Yes | https://cybertech.com/wp-content/uploads/2023/08/Policy-on-determining-criteria-for-materiality-of-Events-1-1.pdf | |
| 22 | Dividend Distribution policy as per Regulation 43A (as applicable) | NA | ||
| 23 | It is certified that these contents on the website of the listed entity are correct | Yes | https://www.cybertech.com/Investor | |
Annexure II |
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II. Annual Affirmations |
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| 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), 17(1A) & 17(1B) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 19 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 23 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 24 | Vigil Mechanism | 22 | Yes | |
| 25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
| 26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
| 27 | Approval for material related party transactions | 23(4) | Yes | |
| 28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
| 30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
| 32 | Alternate Director to Independent Director | 25(1) | NA | |
| 33 | Maximum Tenure | 25(2) | Yes | |
| 34 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 35 | Familiarization of independent directors | 25(7) | Yes | |
| 36 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 37 | D & O Insurance for Independent Directors | 25(10) | Yes | |
| 38 | Memberships in Committees | 26(1) | Yes | |
| 39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 41 | 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 |
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| 1 | Name of signatory | Sarita Leelaramani |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II |
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III. Affirmations |
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| 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 |
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| 1 | Name of signatory | Sarita Leelaramani |
| 2 | Designation | Company Secretary and Compliance Officer |
Signatory Details |
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| Name of signatory | Sarita Leelaramani |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Thane |
| Date | 05-04-2021 |