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Cambridge Technology Enterprises Ltd

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

NSE BSE
 
SMC down arrow

31.15

-1.60 (-4.89%) Volume 280564

28-Oct-2020 EOD

Prev. Close

32.75

Open Price

32.50

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

31.15(4386)

 

Today’s High/Low 33.00 - 31.15

52 wk High/Low 38.00 - 11.50

Key Stats

MARKET CAP (RS CR) 60.46
P/E 26.1
BOOK VALUE (RS) 18.0140158
DIV (%) 0
MARKET LOT 1
EPS (TTM) 1.18
PRICE/BOOK 1.7097797815854
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 78.87
4

News & Announcements

23-Oct-2020

Cambridge Technology Enterprises Ltd - Compliance Certificate For The Half Year Ended September 30, 2020 Under Regulation 40(10)

21-Oct-2020

Cambridge Technology Enterprises Ltd - Clarification

20-Oct-2020

Cambridge Technology Enterprises Ltd - Clarification sought from Cambridge Technology Enterprises Ltd

20-Oct-2020

Cambridge Technology Enterprises Ltd - Compliance Certificate For The Half Year Ended September 30, 2020.

04-Sep-2020

Cambridge Technology Enterprises to hold AGM

27-Aug-2020

Cambridge Technology Enterprises to convene board meeting

16-Jun-2020

Cambridge Technology Enterprises to hold board meeting

03-Feb-2020

Cambridge Technology Enterprises schedules board meeting

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 903251 4.60
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 2398386 12.22
Total Promoters 9209693 46.91
Total Public & others 7119685 36.27
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, 2019.

FINANCIAL PERFORMANCE/SUMMARY

(INR in Crores)

Particulars Standalone Consolidated
31 March 2019 31 March 2018 31 March 2019 31 March 2018
Revenue from operations 36.66 63.05 102.55 99.10
Total Expenses 34.28 59.06 84.11 87.42
Profit Before Tax 2.79 4.53 19.78 12.22
Profit After Tax 1.95 3.45 18.85 12.91
Total Comprehensive Income 1.55 3.37 4.05 10.34
Reserves & Surplus 13.69 12.11 41.53 37.36

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIRS FOR THE FY 2018 - 19

During the financial year under review, your Company's revenue declined by 42% on a Standalone basis. On standalone basis, revenue from operations of your company for the financial year ended March 31, 2019 is INR 36.66 crores ("cr") as compared to INR 63.05 cr for the financial year ended March 31, 2018. Profit after tax decreased by 43% to INR 1.95 cr for the year ended 31st March 2019 as compared to INR 3.45 cr for the same period last year. Similarly, total comprehensive income decreased by 54% to INR 1.55 crores for the year ended 31st March, 2019 as compared to INR 3.37 crores for the same period last year. Reserves and Surplus have increased from INR 12.11 crores in FY 2017-18 to INR 13.69 crores in FY 2018-19.

Further, on consolidated basis, total revenue from operations of your company increased by 3.5% to INR 102.55 cr as compared to the previous year's total revenue of INR 99.10 cr. Profit after tax increased by 46% to INR 18.85 cr for the year ended 31st March 2019 as compared to INR 12.91 cr for the same period last year. Total comprehensive income decreased by 61% to INR 4.05 cr for the year ended 31st March, 2019 as compared to INR 10.34 cr for the same period last year. Reserves and Surplus have increased from INR 37.36 cr in FY 2017-18 to INR 41.53 cr in FY 2018-19. The Company has adopted Ind AS from 1st April, 2017. The audited financial statements (both standalone and consolidated) prepared in accordance with Section 129 and Section 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 form 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 separate accounts of each of its subsidiaries 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.

REPORT ON SUBSIDIARIES

As on March 31, 2019, 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 3 step-down subsidiaries viz., M/s Cambridge Innovation Capital LLC, USA, M/s Cambridge Bizserve Inc., Phillipines and M/s Cloud Computing Global Pte Ltd., Singapore.

M/s Kupfer Management Pte Limited, Singapore, ceased to be Step – down Subsidiary of the Company during the year.

Highlights of Performance

Cambridge Technology Inc., USA, had revenue from operations of INR 49.86 cr during the year as compared to INR 67.86 cr revenue during the previous financial year. The net loss is INR 34.49 cr in FY 2018-19 as compared to net profit of INR 10.04 cr in FY 2017-18. 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 29.02 cr. Cambridge Innovation Capital LLC, USA, a step – down subsidiary company had revenue from operations of INR 60.99 cr as on March 31, 2019 as compared to nil revenue from its operations as on March 31, 2018. The net profit as on March 31, 2019 is INR 37.09 cr. Cambridge Technology Investments Pte. Ltd, Singapore had net loss of INR 3.62 lakhs during the year as compared net profit of INR 4.95 lakhs during the previous financial year. It had no revenue from operations during the year. Cambridge Bizserve Inc, a step – down subsidiary company had revenue from operations of INR 1.18 cr and net loss of INR 1.19 cr as on March 31, 2019 Cambridge Bizserve Private Limited & Cambridge Innovations Private Limited, wholly – owned subsidiary companies, and Cloud Computing Global Pte Ltd, step – down subsidiary company has not commenced its operations as on March 31, 2019.

Further, as per provisions of section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statement of our subsidiaries i.e., a report on the financial performance and financial position of the company's subsidiaries is provided in the prescribed format AOC-1 appended as Annexure - 1 to the Board's 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, 2019.

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, 2 (two) are Executive Directors and 1 (one) is Non Executive Director.

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. Stefan Hetges (DIN: 03339784), Non – Executive Director is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. The Directors propose the reappointment of Mr. Stefan Hetges for approval of the shareholders at the ensuing AGM of the Company.

The Board of Directors at their Meeting held on August 07, 2018 approved appointment of Ms. Usha Srikanth having DIN 08184237 as an Additional and Independent Director of the Company w.e.f August 07, 2018 subject to approval of members. Also, earlier term of Mr. Dharani Raghurama Swaroop, Whole – time Director was 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 earlier term of Mr. Motaparthy Kasi Venkateswara Rao ("Mr. Venkat Motaparthy"), Independent Director expired 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. The members approved the above said appointment/re-appointments by passing required resolutions at 19th Annual General Meeting of the company dated September 28, 2018.

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015" or "Listing Regulations 2015" or "Listing Regulations"] (as amended) and Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of Mr. Stefan Hetges seeking re-appointment is given below:

Name of the Director Mr. Stefan Hetges
DIN 03339784
Date of Birth July 19, 1963
Date of first appointment on the Board November 15, 2010
Age 56 Years
Brief Resume Stefan joined Cambridge Technology as a part of the acquisition of smartShift, the leading provider of tool-based modernization of complex IT systems. Stefan started his career as a consultant at Cambridge Technology Group. In 1993, he joined i-Cube as the first employee and was instrumental in the company's growth and later became responsible for i-Cube's European business. The company grew to over $100 million in revenue and went public in 1998. In 1999, i-Cube was acquired by razorfish. In 2001, Stefan acquired the assets of i-Cube from Razorfish in a management buyout and formed smartShift.
Qualification Masters in Computers from University of Constance, Germany
Experience More than 23 years' of experience
Terms & Conditions of appointment along with Remuneration sought to be paid Appointed as Non – Executive Non Independent Director w.e.f May 14, 2015 and liable to retire by rotation. Sitting fees for attending Board and / or Committee Meetings is sought to be paid.
Remuneration last drawn Sitting fees for attending Board Meetings for the FY 2018-19 is INR 10,000/-
Disclosure of relationships between directors inter-se/Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Nil
Nature of his expertise in specific functional areas Information Technology. Leading companies to lower IT cost by optimizing, migrating or transforming IT systems
Number of Meetings of the Board attended during the year 01
Names of Companies in which he holds the directorship Cambridge Technology Enterprises Limited, smartShift Technologies Private Limited,smartShift GMBH and smartShift AG
Names of Companies in which he holds the membership of Committees of the Board Nil
Shareholding in the Company Nil

Resignations

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.

KEY MANAGERIAL PERSONNEL Appointments

Mr. Hanumant Bhansali holding position in the Company as Manager - Corporate Finance & Head Investor Relations was designated as a Whole – time Key Managerial Personnel by the Board of Directors at their meeting held on May 28, 2018.

Mr. Chirravuri Subrahmanya Leeladhar, a qualified Chartered Accountant was appointed as Chief Financial Officer of the Company w.e.f August 09, 2018.

Mr. Ashish Bhattad, qualified Company Secretary was appointed as Company Secretary & Compliance Officer w.e.f August 09, 2018 by the Board of Directors at their meeting held on August 07, 2018.

Resignations

Mr. Tumuluri Venkata Siva Prasad – Chief Financial Officer, 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.

BOARD AND COMMITTEE MEETINGS

The Board met 06 (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 2018-19 had familiarized the Independent Directors through various initiatives. The Independent Directors of the company have been briefed at the meetings of the Board / Committees thereof on the matters such as their roles, functions, rights, duties, responsibilities and liabilities in the Company, nature of the industry in which the Company operates, the business model 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, overview of board evaluation and procedures, etc. They were made to interact with business heads and 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: https://www.ctepl.com/pdfs/investors/Familiarisation-Programme-CTEL-2019.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 lay down the criteria for effective evaluation of performance of Board 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, criteria for determining qualifications, positive attributes and independence of a director, policy relating to remuneration of directors, key managerial personnel and other employees, to ensure reasonable and sufficient level and composition of remuneration to attract, retain and motivate the Directors, KMPs and Senior Management Personnel etc., and role of Nomination and Remuneration Committee as defined under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, 2015.

During the year, the above said policy was amended, inter-alia, to comply with provisions introduced by Companies (Amendment) Act, 2017 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 such as specifying the manner for effective evaluation of performance, amendment in criteria of Independence, amendment in definition of senior management, recommendation to the board by nomination and remuneration committee of all remuneration in whatever form payable to senior management, etc.

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 and SEBI (LODR) Regulations, 2015, the performance evaluation of individual Directors, Board and its Committees was carried out.

The requisite details as required by Section 134(3) and Regulation 34 of SEBI (LODR) Regulations, 2015 and other applicable provisions in this regard 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 Nomination & Remuneration Committee evaluated performance of the Directors including Independent Directors for the financial year 2018-19 based on the performance rating document submitted by individual directors and recommended its report to the Board. Thereafter, the Board reviewed performance of its own, its committees and of individual directors including independent Directors based on the performance rating document submitted by individual directors. The assessment is carried out by means of a structured questionnaire with ranking. Based on the report, the Board and the Nomination & Remuneration Committee has informed that the performance of Directors including Independent Directors is satisfactory and they are recommended for continuation as Directors of the Company. The criteria for performance evaluation of the Board include aspects like experience, proper mix of qualifications, skills and competencies to conduct its affairs effectively, diversity, its roles and responsibilities, its functions, evaluation of risks, setting up of corporate culture and values, conduct of board meetings and its effectiveness, corporate strategy, business plans, corporate performance, etc. The criteria for performance evaluation of the Committees include aspects like structure, mandate, composition, independence, working procedures and functions of committees and effective contribution to the board, etc. The criteria for performance evaluation of the individual Directors (including Independent Directors) include aspects like qualifications, experience, competency, professional conduct, 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 Independent Directors is evaluated on aspects such as his/her independence from the company and other directors, exercise of judgement and expression of opinion, etc. In addition, the performance of the Chairman is also evaluated on key aspects of his leadership, decisiveness, commitment to the Board, roles and responsibilities, etc.

Separate Meeting of the Independent Directors

A separate meeting of the Company's Independent Directors was also held on March 29, 2019. The meeting was held to: i. Review the performance of non-independent directors and the Board as a whole; ii. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; iii. Assess 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 hereby confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are 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 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 were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were 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 Annual Listing Fees to both the stock exchanges for the year 2018-19 during the year and 2019-20 as on date of this report.

AUDITORS & AUDITORS' REPORT Statutory Auditors & Internal Auditors

M/s. Anandam & Co., Chartered Accountants (Firm Registration Number: 000125S) were appointed as Statutory Auditors of the Company from the conclusion of 17th Annual General Meeting till the conclusion of 22nd AGM of the Company subject to ratification of their appointment by the members at every Annual General Meeting.

The Companies Amendment Act, 2017 w.e.f May 07, 2018, has omitted the first proviso to Section 139 of the Companies Act, 2013 that provided for the ratification of appointment of the Statutory Auditors by the Members at every Annual General Meeting. Hence, the appointment of Statutory Auditors shall continue to be valid until the conclusion of 22nd Annual General Meeting of the Company and accordingly, no such item has been placed for approval of the members at this Annual General Meeting.

The Company has received audit report for both standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2019 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.

Further, your Directors have appointed M/s. Narven & Associates, Chartered Accountants, Hyderabad as Internal Auditors of the Company.

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 2018-19. The Secretarial Audit Report for financial year 2018-19 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

The Board of Directors confirm that the Company, during the financial year ended March 31, 2019, has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as required under Section 134(3)(a) of the Companies Act, 2013 is appended as Annexure 3 to this Report and is also available on the website of the Company at https://www.ctepl.com/investors/.

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

During FY 2018-19, provision was made towards remuneration of Mr. Aashish Kalra, Chairman & CEO of the Company by Cambridge Technology Inc., USA, a wholly owned subsidiary company ("CT Inc") for an amount of USD 1,85,000 (INR 1,29,69,375/-). However, CT Inc. made no payment to him.

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 read with the rules made thereunder are given in the notes to the financial statements of the Company provided elsewhere in this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year ended 31st March 2019, there is no outstanding amount to be transferred to Investor Education and Protection Fund.

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

A. CONSERVATION OF ENERGY: The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve energy wherever possible by using energy efficient computers, turning of air-conditioners during weekends and non-peak hours, installing LED lights, etc. The financial impact of these measures is not material.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: Your Company has neither incurred expenditure on any research and development nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. Hence particulars relating to technology absorption are not applicable.

The Company continue to adapt technologies that increase efficiency and improve the quality of its operations. 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
31.03.2019 31.03.2018
Foreign exchange earnings 29,02,87,530.89 32,27,16,273
Foreign exchange outgo: Nil Nil
Travel related Expenses 19,62,592 13,49,375

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 with reference to the financial statements during the financial year 2018-19.

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. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly. Also, please refer details of internal financial controls/Internal control systems that are provided in the Management Discussion and Analysis Report and Independent Auditors Report on financial statements which forms part of this annual 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 2018-19, 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. For details related to risks and risk management, shareholders are requested to refer to "Threats, risks & concerns section" and "Internal control systems and their adequacy section" of Management Discussion and Analysis Report and Note 34 (for financial risk management) of the Standalone Financial Statements, which forms part of this annual report.

EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended 31 March, 2019 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, 2019 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 time and 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 & Chief Executive Officer and Mr. Chirravuri Subrahmanya Leeladhar, Chief Financial Officer of the Company have provided Compliance Certificate (annexed as Annexure 6 to this report) 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 2019.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on materiality of related party transactions and on dealing with related party transactions is available 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 applicable provisions of 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 were not covered under the scope of Section 188(1) of the Companies Act, 2013. However, Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed as Annexure 7 to this Report. Appropriate approvals are obtained from Board and / or Audit Committee from time to time. The audit committee also reviews the transactions from time to time.

During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties (except with its wholly owned subsidiary(ies)) 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, which forms part of this annual 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, 2019 along with the certificate from practicing company secretary on compliance with the provisions of corporate governance under SEBI (LODR) Regulations, 2015 is annexed and forms part of this 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 (Listing Obligations & Disclosure Requirements) 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

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., https://www.ctepl.com/investors/. The objective of framing the CSR Policy of the Company is to ensure that the Company operate its business in an economically, socially & environmentally sustainable manner by enhancing the quality of life & economic wellbeing of the society in fulfillment of its role as a Socially Responsible Corporate.

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.

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, 2019 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 are transferred to employee(s) when the employee(s) exercise the vested option. Also, the said trust is a non – promoter and non – public shareholder and 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, vendors, investors, lenders, business associates and bankers for their continued support during the year. The Directors also thank the State Governments, Government of India, Governments of various countries, other Government Departments particularly Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Income Tax Department, Reserve Bank of India and other government agencies for their support, and looks forward to their continued support. 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. The Board also wishes to place on record their appreciation of business constituents like SEBI, BSE, NSE, NSDL, CDSL etc. for their continued support for the growth of the Company. 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 12, 2019 Whole – time Director Independent Director
DIN: 00453250 DIN: 03423518

   

Cambridge Technology Enterprises Ltd Company Background

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 2019
Swaroop DharaniWhole-time Director2008
Stefan Hetges Director 2019
Venkat Motaparthy Independent Director 2019
K Jayalakshmi Kumari Independent Director 2019
T N KannanCompany Secretary2008
B MuralidharDirector2008
Ashish Bhattad Company Secretary 2019
Kamlesh S GandhiDirector2008
Sridhar Lalpet Addtnl Independent Director 2019
Kumandari RangachariIndependent Director2008
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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