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Cambridge Technology Enterprises Ltd

BSE Code : 532801 | NSE Symbol : CTE | ISIN:INE627H01017| SECTOR: - |

NSE BSE
 

24.55

-0.50 (-2.00%) Volume 280564

10-Dec-2019 EOD

Prev. Close

25.05

Open Price

24.65

Bid Price (QTY)

24.55(7)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 25.90 - 25.90

52 wk High/Low 56.15 - 21.45

Key Stats

MARKET CAP (RS CR) 50.06
P/E 17.23
BOOK VALUE (RS) 18.3921549
DIV (%) 0
MARKET LOT 1
EPS (TTM) 1.48
PRICE/BOOK 1.38646070232912
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 94.41
4

News & Announcements

04-Dec-2019

Cambridge Technology Enterprises Ltd - Cambridge Technology Enterprises Limited - Other General Purpose

25-Nov-2019

Cambridge Technology Enterprises Ltd - Cambridge Technology Enterprises Limited - Updates

24-Nov-2019

Cambridge Technology Enterprises Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

22-Nov-2019

Cambridge Technology Enterprises Ltd - Shareholder Meeting / Postal Ballot-Notice of Postal Ballot

13-Nov-2019

Board of Cambridge Technology Enterprises approves allotment of convertible warrants

09-Nov-2019

Cambridge Technology Enterprises announces board meeting date

16-Aug-2019

Cambridge Technology Enterprises schedules AGM

06-Aug-2019

Cambridge Technology Enterprises announces board meeting date

Corporate Actions

Bonus
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Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 1013791 5.16
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 2624660 13.37
Total Promoters 9209693 46.91
Total Public & others 6782871 34.56
Total 19631015 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Cambridge Technology Enterprises Ltd

Cambridge Technology Enterprises Ltd is a global business and technology services company. The company provides unparalleled business value through a combination of process excellence and innovative service delivery models. They leverage world-class talent, relevant technology, patented and proven tools and methodologies and global development centers to provide highly innovative and competitive solutions. Their solutions improve business performance and provide clients with a compelling competitive advantage. Cambridge Technology Enterprises Ltd was incorporated in the year 1999. The company is engaged in software development and related services. They serve the midsize market of enterprises and the midsize units of Global 2000 enterprises across business industries. They mainly offer comprehensive service oriented architecture (SOA)-based enterprise transformation and integration solutions and services. They also provide high-end information technology (IT) consulting, enterprise solution, software product development, business process outsourcing and infrastructure management services. The company's goal is to identify and acquire industry-leading global services and local services firms throughout the world. They also plan to add to their initial US focus with expansion in Europe and Asia.

Cambridge Technology Enterprises Ltd Chairman Speech

Dear Shareholders,

The client eco system is changing at a rapid pace. Enterprise clients are the ones who are facing disruption whereas new age clients are the ones who are disrupting businesses with their innovation.

The good part is all clients are looking at investing in technology to approach the future with an edge to take advantage of Al to re-invent and innovate.

Over the last few years, we were focused on building the right capacity and capability to partner with clients and drive value to them. For instance, we are differentiated from more than 10,000 AWS partners globally by achieving competencies in Big Data, DevOps, Oracle and Managed Services Provider.

We have achieved significant success in building the foundation with growth in employee strength, certified workforce, partnerships and marquee clientele who are leaders in their verticals. We have built a business that is generating good margins as demonstrated by our PAT margins, which have increased by 876 basis points over the last four years.

FY20 is the year in which we will focus on growth and profitability. The company is confident of staying innovative amid the fastest pace of transformation with its strong focus on delivery and Al. It aims to consolidate innovation, skills and delivery for best customer value.

We are excited to enter into our next phase of growth. Our trained employees, deep delivery capabilities, technological expertise, client interests demonstrated by exciting new projects and opportunities show us the path we need to take. With a strong foundation on delivery and Al, we are in a positive light to deliver growth.

I would like to take this opportunity to thank our shareholders, clients, employees and partners for reposing their trust and confidence on us in this journey.

Aashish Kalra
Chairman & CEO

   

Cambridge Technology Enterprises Ltd Company History

Cambridge Technology Enterprises Ltd is a global business and technology services company. The company provides unparalleled business value through a combination of process excellence and innovative service delivery models. They leverage world-class talent, relevant technology, patented and proven tools and methodologies and global development centers to provide highly innovative and competitive solutions. Their solutions improve business performance and provide clients with a compelling competitive advantage. Cambridge Technology Enterprises Ltd was incorporated in the year 1999. The company is engaged in software development and related services. They serve the midsize market of enterprises and the midsize units of Global 2000 enterprises across business industries. They mainly offer comprehensive service oriented architecture (SOA)-based enterprise transformation and integration solutions and services. They also provide high-end information technology (IT) consulting, enterprise solution, software product development, business process outsourcing and infrastructure management services. The company's goal is to identify and acquire industry-leading global services and local services firms throughout the world. They also plan to add to their initial US focus with expansion in Europe and Asia.

Cambridge Technology Enterprises Ltd Directors Reports

DEAR MEMBERS,

Your Directors present their Report together with the audited financial statements for the year ended March 31, 2018.

FINANCIAL PERFORMANCE

(INR Crores)

Particulars Standalone

Consolidated

31 March 2018 31 March 2017 31 March 2018 31 March 2017
Revenue from operations 63.05 38.66 99.10 100.60
Total Expenses 59.05 34.91 87.42 83.99
Profit Before Tax 4.53 7.31 12.22 20.90
Tax Expense / (Tax Benefit) 1.08 2.76 (0.69) 4.60
Net Profit after Tax 3.45 4.55 12.91 16.30
Reserves & Surplus 12.11 8.62 37.35 25.56

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIRS FOR THE FY 2017 - 18

During the financial year under review, your Company achieved revenue growth of 63% on a Standalone basis. On standalone basis, revenue from operations of your company for the financial year ended March 31, 2018 is INR 63.05 cr as compared to INR 38.66 cr for the financial year ended March 31, 2017. Similarly, net profit after tax decreased by 24% to INR 3.45 crores for the year ended 31st March, 2018 as compared to INR 4.55 crores for the same period last year. Reserves and Surplus have increased from INR 8.62 crores in FY 2016-17 to INR 12.11 crores in FY 2017-18. Further, on consolidated basis, total revenue from operations of your company decreased by 1.5% to INR 99.10 cr as compared to the previous year's total revenue of INR 100.60 cr. Net Profit after tax decreased by 21% to INR 12.91 crores for the year ended 31st March, 2018 as compared to INR 16.30 crores for the same period last year. Reserves and Surplus have increased from INR 25.56 crores in FY 2016-17 to INR 37.36 crores in FY 2017-18.

The audited financial results have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act 2013 read with the relevant rules made thereunder and other applicable accounting principles generally accepted in India. The financial statements for the year ended March 31, 2018 are the Company's first Ind AS financial statements and accordingly the financial results for the twelve months ended 31st March, 2017 have been restated as per Ind AS. The date of transition to Ind AS is April 1, 2016. The Company has prepared an Opening Ind AS Balance Sheet as on April 1, 2016 and comparative figures for the year ended March 31, 2017 are also in compliance with Ind AS.

REPORT ON SUBSIDIARIES

During the year under review a new entity was incorporated as a step-down subsidiary to Cambridge Technology Enterprises Ltd viz., Cambridge Bizserve Inc., Philippines, a subsidiary of Cambridge Technology Inc., USA, a wholly –owned subsidiary to your company.

As on March 31, 2018, the Company has 4 wholly-owned subsidiaries viz., Cambridge Technology Inc., USA, Cambridge Technology Investments Pte. Ltd., Singapore, Cambridge Bizserve Private Limited & Cambridge Innovations Private Limited and 4 step-down subsidiaries viz., M/s Cambridge Innovations Capital LLC, USA, M/s Cambridge Bizserve Inc. Phillipines, M/s Cloud Computing Global Pte Ltd and M/s Kupfer Management Pte Limited, Singapore.

The consolidated financial statements of the Company including its subsidiaries prepared in accordance with Section 129(3) and 133 of the Companies Act, 2013 read with the rules made thereunder and applicable Indian Accounting Standards (Ind AS)along with the Auditor's Report forms part of this Annual Report.

As required under Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries whose accounts are consolidated are available on the website of the company i.e., www.ctepl.com. These documents will also be available for inspection during the business hours at the registered office of the Company and any member who wish to get copies of such financial statements, may write to the Company for such requirement.

Highlights of Performance

Cambridge Technology Inc., USA, had net revenue of INR 65.92 cr during the year as compared to INR 94.37 cr revenue during the previous financial year. The net profit is INR 4.15 cr in FY 2017-18 as compared to INR 13.79 cr in FY2016-17. The contribution of Cambridge Technology Inc., USA to the overall performance of the company is in the form of revenue, earned by the company by rendering its services amounting to INR 32.27 cr.

Cambridge Bizserve Private Limited & Cambridge Innovations Private Limited, wholly – owned subsidiary companies, Kupfer Management Pte Ltd & Cloud Computing Global Pte Ltd, step – down subsidiary companies has not commenced its operations . Cambridge Technology Investments Pte. Ltd, Singapore, wholly – owned subsidiary company & Cambridge Innovation Capital LLC, USA, a step – down subsidiary company, has no revenue from its operations as on March 31, 2018.

Further, a statement containing the salient features of financial statement of our subsidiaries i.e., a report on the financial performance and financial position of each of the Subsidiaries included in the Consolidated Financial Statements is provided in the prescribed format AOC-1 appended as Annexure - 1 to the Board's Report and forms part of this Annual Report.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under review.

DIVIDEND

Keeping in view the expected cash flow requirements and in order to conserve the resources for future business operations and for the future growth of the Company, the Board of Directors were not able to recommend any dividend for the financial year ended 31st March, 2018.

CAPITAL STRUCTURE

During the year, the authorized share capital and paid up capital of the Company remained unchanged at INR 300,000,000/- divided into 300,000,00 equity shares of INR 10/- each & INR 196,310,150/- divided into 196,310,15 equity shares of INR 10/- each respectively.

DIRECTORS

The Board of Directors of your Company comprises of 6 (six) Directors as on the date of this report representing the optimum blend of professionalism, knowledge and having varied experience in different disciplines of corporate functioning. Of these, 3 (three) Directors are Independent Directors.

Appointments / Re-appointments

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Dharani Raghurama Swaroop (DIN: 00453250) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment to the office of directorship. Your Board of Directors recommend his re-appointment.

There are no appointments or re-appointments during the year 2017-18.

The Board of Directors at their Meeting held on August 07, 2018 appointed Ms. Usha Srikanth having DIN 08184237 as an Additional and Independent Director for a consecutive term of five years subject to approval of the Members.

The present term of Mr. Dharani Raghurama Swaroop, Whole – time Director is upto March 01, 2019. The Board of Directors at their meeting held on August 07, 2018 has passed a resolution for re-appointment of Mr. Dharani Raghurama Swaroop (DIN: 0453250) as a Whole-time Director for a further period of 5 (five) years from the expiry of his present term, that is, March 01, 2019 subject to members approval.

Further, the present term of Mr. Venkat Motaparthy, Independent Director expires on March 31, 2019. The Board of Directors at their meeting held on August 07, 2018 has passed a resolution for re-appointment of Mr. Venkat Motaparthy (DIN: 01001056) as an Independent Director for a further period of 5 (five) years from the expiry of his present term, that is, March 31, 2019 subject to members approval.

A Brief profile of Ms. Usha Srikanth, Mr. Dharani Raghurama Swaroop & Mr. Venkat Motaparthy, Directors of the Company along with the nature of their expertise and the number of companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report or annexed to the notice of the Annual General Meeting, as the case may be.

Your Board of Directors recommend their appointment / re-appointments.

Resignations

There are no resignation of Directors during the year 2017-18. However, Mr. Bendapudi Muralidhar (DIN: 0385208) has resigned as an Independent Director of the Company w.e.f May 21, 2018.The Board while accepting the resignation of Mr. Bendapudi Muralidhar, appreciated and placed on record the valuable contribution made by him during his tenure as an Independent Director as well as Chairman of Stakeholders Committee and member of Audit Committee and Nomination and Remuneration Committee.

DIRECTOR'S KEY MANAGERIAL PERSONNEL

During the year under review, there are no appointments or resignations of KMP. At Board Meeting held on May 28, 2018, Mr. Hanumant Bhansali holding position in the Company as Manager Corporate Finance & Head Investor Relations was designated as a Whole – time Key Managerial Personnel.

REPORT

Mr. Tumuluri Venkata Siva Prasad - CFO, Company Secretary & Compliance Officer of the Company has tendered his resignation w.e.f August 08, 2018. The Board of Directors at their meeting held on August 07, 2018 has accepted his resignation and placed on record its appreciation for the services rendered by him across different roles in the organization during his tenure as CFO, Company Secretary & Compliance Officer of the company.

Mr. CS Leeladhar, a qualified Chartered Accountant is joining the team, as CFO w.e.f August 09, 2018. The Board of Directors at their meeting held on August 07, 2018 has considered and approved his appointment as Chief Financial Officer of the Company.

Further, Mr. Ashish Bhattad, qualified Company secretary is joining the team as Company Secretary & Compliance Officer w.e.f August 09, 2018. The Board of Directors at their meeting held on August 07, 2018 has considered and approved his appointment as Company Secretary & Compliance Officer of the Company.

BOARD AND COMMITTEE MEETINGS

The Board met 07 (seven) times during the year. Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of Companies Act, 2013 and Regulation 17(2) SEBI (LODR) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2017-18 had familiarized the Independent Directors.The Independent Directors of the company have been briefed at the meetings of the Board / Committees thereof on the matters such as their roles, rights, functions, duties, responsibilities and liabilities in the Company, nature of the industry in which the Company operates, the business models and operations of the Company, geographies in which company operates, financial results of the Company and that of its subsidiary companies, updates on statutory and regulatory changes and impact thereof, updates on development of business of the company, risk management and overview of board evaluation and procedures. They are made to interact with senior management personnel and are given all the documents, reports and internal policies sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part which enable the Directors to contribute significantly to the Company.

Details of familiarization programs extended to the Independent Directors during the year are also disclosed on the Company website from time to time.

Web link: http://www.ctepl.com/pdfs/investors/Familiarisation-Programme-CTEL-2018.pdf

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation, Nomination & Remuneration Policy as required under the provisions of the Companies Act,2013 and Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015. Brief features of the policy inter-alia includes objective and purpose of the policy which is to carry out formal evaluation by the Board of its own performance and that of its committees and individual directors, to establish a framework for the remuneration of directors, key managerial personnel and other employees, to lay down criteria for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, etc., and to perform its roles as defined underSection 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, 2015.

Performance evaluation, nomination and remuneration policy is available on the website of the Company. Weblink: http://www.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_policy.pdf Pursuant to the provisions of Companies Act,2013 read with the rules made thereunder andSEBI (LODR) Regulations, 2015, the performanceevaluation of individual Directors, Board and its Committees was carried out.

The requisite details as required by Section 134(3), Section 178(3) & (4) of Companies Act, 2013 and Regulation 34(2) of SEBI (LODR) Regulations, 2015 is provided elsewhere in this report and/ or Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, an annual evaluation of performance of the Board, its Committees and of individual Directors has been carried out.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors and chairperson. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members and chairperson. The same was done through evaluation forms. The Board as a whole discussed and analyzed the performance collectively of each director individually and its own performance during the year including suggestions for change or improvement over the forthcoming year.

The criteria for performance evaluation of the Board include aspects like experience and competencies to conduct its affairs effectively, its roles and responsibilities, evaluation of risks, Board, setting up of corporate culture and values, Conduct of Board Meetings, corporate strategy, business plans, corporate performance, etc. The criteria for performance evaluation of the individual Directors include aspects like qualifications, experience, competency, sufficient understanding and knowledge of the entity, fulfilling of functions, active initiation with respect to various areas, attendance at the meetings, contribution to the company and board meetings, commitment to the Board, integrity, etc. In addition, the performance of the Chairman is also evaluated on key aspects of his leadership, decisiveness, commitment to the Board, etc.

Separate Meeting of the Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and Listing Regulations, a separate meeting of the Company's Independent Directors was held on February 12, 2018. All the Independent Directors were present at the meeting. The following issues were discussed in detail: i. reviewed the performance of non-independent directors and the Board as a whole; ii. reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; iii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, and to the best of their knowledge and ability, confirm that: a) In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there were no material departures; b) They have 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 i.e., March 31, 2018 and of the profit and loss of the company for that period; c) They have 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) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees to the Bombay Stock Exchange Limited & National Stock Exchange of India Limited for the year 2017-18.

AUDITORS & AUDITORS' REPORT Statutory Auditor

M/s. Anandam & Co., Chartered Accountants were appointed as Statutory Auditors of the Company by the members at the 17th Annual General Meeting held on September 30, 2016 for a term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting. In this regard, M/s. Anandam & Co., Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Accordingly, the Board recommends ratification of the appointment of M/s. Anandam & Co., Chartered Accountants as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received audit report with unmodified opinion for both standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2018 from the statutory auditors, M/s. Anandam & Co., Chartered Accountants and forms part of this Annual Report. There are no qualifications, reservation, adverse remarks or disclaimer made by the Statutory Auditors in their Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014. M/s. B. Krishnaveni, a Company Secretary in Practice was appointed to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for financial year 2017-18 forms part of the Annual Report as Annexure 2 to the Board's Report.

There are no qualifications, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in her Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable SecretarialStandards.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 3 of the Board's Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure 4 forming part of the Report.

Remuneration / fees to Director from wholly owned subsidiary

Mr. Aashish Kalra, Chairman & CEO, a Whole – time Director of the Company does not draw any remuneration from the parent company. However during FY 2017-18,INR 72,50,625/- was provided and out of that payment of INR 7,46,625/-was made towards remuneration by Cambridge Technology Inc., USA, a wholly owned subsidiary company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments, if any, made by the Company pursuant to Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 or Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, during the financial year ended 31 March 2016, the Company has credited an aggregate amount of INR 84,046/- to the Investor Education and Protection Fund (IEPF). There is no outstanding amount to be transferred to Investor Education and Protection Fund as no dividend was declared for financial year 2009-10.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: The operations of the Company involve low energy consumption. However, adequate measures have been taken to conserve energy wherever practicable.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: The Company continues to use the latest technologies for improving the quality of its operations. Provision of state of the art communication facilities to all software development centers and total technology solutions to its clients contribute to technology absorption and innovation.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:

(In INR)

Particulars Current year Previous year
31.03.2018 31.03.2017
Foreign exchange earnings 322,716,273 32,35,57,132
Foreign exchange outgo: Nil Nil
Travel related Expenses 13,49,375 15,26,739

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2017-18.

The Company has in place adequate internal financial controls commensurate with the size and needs of the business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the Company's policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial statements and / or disclosures. The details of adequacy of Internal Financial Controls are given in the Management Discussion and Analysis Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act, 2013 and Regulation 22 &34 (3) of SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report.

The Whistleblower policy is available on the website of the Company. Weblink: http://www.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also set up an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment against women employees at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, the Company has not received any complaints pertaining to Sexual Harassment.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business.Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. The Board is of the view that there are no elements of risk as on today's date that may threaten the existence of the Company. Shareholders are also requested to refer a separate section on Internal Control systems and their adequacy, which also deals with Risk Management, in Management Discussion and Analysis Report.

EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended 31 March, 2018 as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given as Annexure 5 to this report.

There is no material change in the employee stock option scheme(s) during the year and the scheme(s) are in compliance with the regulations.Further, the disclosures pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the financial year ended 31 March, 2018 are available on website of the Company. Web-link: http://www.ctepl.com/investors/ The Certificate from the Auditors of the Company under regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 stating that the scheme(s) has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, from time to timeand in accordance with the resolution of the company in the general meeting, will be available for inspection by the members at the ensuing AGM.

CEO/CFO CERTIFICATION

Mr. Aashish Kalra, Chairman & CEO and Mr. T V Siva Prasad, CFO & Company Secretary of the Company have provided Compliance Certificate (annexed as Annexure 6) to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 for the financial year ended 31 March 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.

Web link: http://www.ctepl.com/pdfs/investors/Related_party_transactions_policy.pdf

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the year were in the ordinary course of business and on an arms' length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Approval of the Board and / or Audit Committee is obtained, as required from time to time. The transactions are also reviewed by audit committee from time to time. However, there were no such transactions requiring approval of the Audit Committee/Board/Shareholders as per the Listing Regulations.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties (except with its subsidiaries) which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Ind AS, disclosures on related party transactions have been made in the notes to the Financial Statements.

During the year, your Company had not entered into any contract / arrangement / transactions with Related Parties that attract the provisions of Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. But, the information relating to particulars of contracts or arrangements with related parties in Form AOC-2 is annexed as Annexure 7, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance for the financial year ended March 31, 2018 along with the Auditor's Certificate on compliance with the provisions of corporate governance under SEBI (LODR) Regulations, 2015 is forming part of the Annual Report.

Your Company is committed to maintain the prescribed standards of Corporate Governance and has taken adequate steps to adhere to all the stipulations laid down in SEBI (LODR) Regulations, 2015.

Mrs. B. Krishnaveni, a Company Secretary in Practice, Secretarial Auditor of the company has certified that the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied by your Company and her certificate is annexed as Annexure 8 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, but it has a net profit of more than Rs. 5 Crores as at the end of the 31st March, 2017. Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable to your Company from the financial year 2017 - 18. Hence the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee comprising of following Directors:

1. Mr. Dharani Raghurama Swaroop, Whole – time Director – Chairman of the Committee

2. Mr. Venkat Motaparthy, Independent Director – Member of the Committee

3. Mrs. K Jayalakshmi Kumari - Member of the Committee

The CSR Policy of the Company as recommended by CSR Committee and approved by the Board of Directors of the Company is available on website of the company i.e., www.ctepl.com.

The Report on Corporate Social Responsibility containing particulars as per the provisions of Section 135 read with the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure ‘9' forming part of this Report. The company is required to spend INR 8.06 Lakhs for the financial year 2017-18 and the same will be expended in future years.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a. The Company has neither accepted nor renewed any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with the rules made thereunder and as such no amount on account of principal or interest thereon on deposits from public was outstanding as on the date of Balance Sheet. b. There is no issue equity shares with differential rights as to dividend, voting or otherwise. c. There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future. d. There were no material changes and commitments affecting financial position of the company between 31st March, 2018 and the date of this Board's Report. e. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. f. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013 is not required by the Company and accordingly such accounts and records are neither made nor maintained. g. Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Company's Employee Stock Option Scheme 2011 & Employee Stock Option Scheme 2015, the Company, during the year 2015 – 16, has granted employee stock options through a trust set up for the same. The shares purchased by the trust for the said schemes are held by the trustee(s)for the benefit of the employees and the said shares are not yet vested with the employees as on March 31, 2018. Further, as the said trust is a non – promoter and non – public shareholder, it is herewith not exercising its voting rights. Hence, pursuant to Section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, the disclosures in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates to be made in the Board's report is not applicable.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors look to the future with confidence. Your Directors wish to express their appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, bankers, various statutory authorities and society at large. The Directors also thank the State Governments, Government of India, Governments of various countries, other Government Departments and Governmental Agencies. Your Directors are especially indebted to employees of the Company and its subsidiaries at all levels, who through their dedication, co-operation, support and dynamic work, have enabled the company to achieve rapid growth. Your Directors seek, and look forward to the same support during the future years of growth.

For and on behalf of the Board of Directors
Sd/- Sd/-
Hyderabad Dharani Raghurama Swaroop K Jayalakshmi Kumari
August 07, 2018 Whole – time Director Independent Director
DIN: 00453250 DIN: 03423518

   

Cambridge Technology Enterprises Ltd Company Background

Aashish Kalra
Incorporation Year1999
Registered OfficeUnit No 04-03 Level 4 Block I,Cyber Pearl MadhapurSpazio Ban
Hyderabad,Telangana-500081
Telephone91-40-40234400,Managing Director
Fax91-40-40234600
Company SecretaryAshish Bhattad
AuditorAnandam & Co
Face Value10
Market Lot1
ListingBSE,NSE,
RegistrarAarthi Consultants Pvt Ltd
1-2-285 Domalguda, , ,Hyderabad - 500 029

Cambridge Technology Enterprises Ltd Company Management

Director NameDirector DesignationYear
Bhaskar PanigrahiChairman & CEO2008
Dharani Raghurama Swaroop Whole-time Director 2018
Swaroop DharaniWhole-time Director2008
Stefan Hetges Director 2018
Venkat Motaparthy Independent Director 2018
K Jayalakshmi Kumari Independent Director 2018
T N KannanCompany Secretary2008
Aashish Kalra Chairman & CEO 2018
B MuralidharDirector2008
Usha Srikanth Independent Director 2018
Kamlesh S GandhiDirector2008
Ashish Bhattad Company Secretary 2018
Kumandari RangachariIndependent Director2008
Sridhar Lalpet Addtnl Independent Director 2018
L SridharIndependent Director2008
Kodali Tejesh KumarAddi.Direct. & Whole Time Dire2008

Cambridge Technology Enterprises Ltd Listing Information

Cambridge Technology Enterprises Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Software - Services & ProductsNA 00034.44379
Software Licence NA 0002.2183

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