E2E Networks Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 10th Annual Report on the business and
operations of your Company, along with the Audited Financial Statements, for the Financial
year ended on March 31, 2019.
FINANCIAL SUMMARY OF OPERATIONS
The financial performance during the Financial Year 2018-19 is summarized below:
|
|
(Amount in र Lacs) |
| Particulars |
Standalone |
|
FY 18-19 |
FY 17-18 |
| Revenue from operations |
3375.40 |
3603.75 |
| Total Expenditure other than finance cost and depreciation |
2282.63 |
1818.37 |
| Earnings before Interest, Tax and Depreciation (EBITDA) |
1092.77 |
1785.38 |
| Other Income |
45.07 |
25.92 |
| Depreciation |
882.88 |
974.16 |
| Finance Costs |
12.78 |
29.91 |
| Profit/(Loss) before tax (PBT) |
242.18 |
807.23 |
| Provision for Tax: Current |
113.78 |
341.09 |
| Earlier Year Tax |
(0.71) |
- |
| Deferred Tax |
(44.20) |
(109.81) |
| Net Profit for the Year(PAT) |
173.31 |
575.95 |
| Basic EPS (in र) |
1.24 |
5.05 |
| Diluted EPS (in र) |
1.23 |
5.03 |
The Revenue from operations of E2E Networks Limited ("The Company" /
"E2E Networks") for the year ended, March 31, 2019 was र3375.40 lacs as compared
to र3603.75 lacs during the previous year ended March 31, 2018. The decline in revenue is
due to churn among few key customers.
The Profit after tax for the year under review was र173.31 lacs as compared to र575.95
lacs for the previous year.
Basic earnings per share was र1.24 for the year ended March 31, 2019 as compared to
र5.05 for the previous year ended March 31, 2018.
The decline in revenue as well as continued investments in building our capabilities,
broadly fixed overheads have impacted our profitability in FY 18-19 as compared to FY
17-18. However, with increased focus on self-service signups the Company has reduced its
revenue concentration from top clients significantly. A detailed analysis of the financial
results is given in the Management Discussion and Analysis Report, which forms a part of
this report.
FUTURE PROSPECTS:-
E2E Networks is well positioned to deliver in the major growth areas of the Public
Cloud Infrastructure services in the coming years in India. The current trends in (a)
digital transformation, (b) IoT and smart devices, (c) AI, (d) Machine Learning and Deep
Learning, and (e) the movement of SMEs to the public cloud are very encouraging for the
growth of cloud infrastructure in India. These trends will enable your company in growing
its revenue and customer base in future. Further, your Company is looking for newer
avenues in cloud infrastructure products and services.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
E2E Networks is the largest listed Indian Public Cloud infrastructure company in India.
The Company offers a superior public cloud platform with great value to its customers. The
company continues to innovate to enable usage for niche workloads of the emerging digital
and smaller enterprises in India. E2E Networks public cloud is a High-Performance Cloud
with amongst the best availability, high reliability and advanced technical stacks. E2E
Networks has built its own cloud platform based on open source technologies to avoid any
vendor lock-in.
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company during the year under
review.
INITIAL PUBLIC OFFER AND LISTING AT NSE EMERGE
During the year under review, the Company came up with IPO on May 3, 2018 of 38,58,000
equity shares of face value of र10 each for cash at a price of र 5- per equity shares
(including a share premium of र 4- per equity shares) aggregating र 2199.06 lacs
comprising of fresh issue of 27,50,000 equity shares aggregating up to र 1567.50 lacs and
an offer for sale of 11,08,000 equity shares aggregating to र 631.56 lacs. The IPO
received a huge response and received subscription up-to 70 times. Details of utilization
of funds received under the aforesaid IPO have been provided in the financial statements
of the Company.
The equity shares of your company have been listed on SME platform of National Stock
Exchange of India Ltd (NSE) i.e. NSE Emerge w.e.f. May 15, 2018. The Annual listing fees
have been paid to NSE.
CORPORATE GOVERNANCE
Since Your Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15
of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance
with the corporate governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are
not applicable to the Company. Hence, Corporate Governance Report does not form part of
this Annual Report.
DIVIDEND
In order to conserve resources for future requirements and considering the future
expansion plans, the Board has decided to retain the profits generated and consequently
your Board has not recommended any dividend for the financial year ended March 31, 2019.
RESERVES
The Directors do not propose to transfer any amount to the Reserves and retained the
Profits of the Company for various expansion purposes.
SHARE CAPITAL
Consequent to IPO related allotment on May 11, 2018, the issued and paid up capital of
the Company was enhanced to र 14,24,51,100 divided into 1,42,45,110 equity shares of face
value of Rs. 10 each.
The share capital of the Company further increased due to allotment of 46,004 equity
shares on account of exercise of stock options issued to Employees under E2E ESOS SCHEME
2018.The current issued and paid up capital of the Company therefore stands increased to र
14,29,11,140 divided into 1,42,91,114 equity shares of face value of Rs. 10 each.
The Board of Directors in its meeting held on July 22, 2019, subject to approval of
shareholders in the ensuing Annual General Meeting, has approved the preferential
allotment of 1,84,000 warrants of at an issue price of Rs. 43.02 convertible into 1,84,000
equity shares of the Company in accordance with SEBI (ICDR) Regulations, 2018 and Section
42, 62 and other applicable provisions of the Companies Act, 2013. Terms and conditions of
the warrants including conversion has been provided in the notice of ensuing Annual
General meeting.
EMPLOYEE STOCK OPTION PLANS/SCHEMES
The Objective of Employee Stock Option Scheme is to give benefit to eligible employees
with a view to attract and retain the best talent, encourage employees to align individual
performance with company objectives, and promote increased participation by them in the
growth of the Company.
The Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia administers and monitors the Employee Stock Option Schemes of the Company i.e
E2E ESOS Scheme 2018 in accordance with the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
('the SEBI Guidelines'). Details as required under the SEBI Guidelines for E2E ESOS Scheme
2018 have been uploaded on the website of the Company and can be accessed through the link
https:// www.e2enetworks.com/wp-content/uploads/2019/3i/FY-2018-192.pdf.
In terms of Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (' SBEB Regulations') the Company has to specifically (a) mention about
the provisions relating to vesting of options in case of death of an employee (b) provide
certain disclosures in the explanatory statement of the notice sent to shareholders while
obtaining the approval of any ESOP scheme. The Company, inadvertently, missed to comply
with above provisions while obtaining approval of shareholders for ESOP Scheme 2018.
Hence, it is proposed to obtain approval/ratification of shareholders in the ensuing
Annual General Meeting. The proposed amendment in the ESOP Scheme 2018 is not prejudicial
to interests of the employees of the Company and will be beneficial to them.
Further, the Company has received a certificate from the Auditors of the Company that
the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution
passed by the members. The certificate would be placed at the Annual General Meeting for
inspection by members.
UBLIC DEPOSITS
During the year under review, your Company has neither invited nor accepted any fixed
deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read
with the Companies (Acceptance of Deposits) Rules, 2014.
AUDITORS AND AUDIT REPORT
STATUTORY AUDITORS
M/s B. B. & Associates, Chartered Accountants were appointed as Statutory Auditors
of the Company for a term of five consecutive years at the Annual General Meeting held on
September 28, 2018. They have confirmed that they are not disqualified from continuing as
Auditors of the Company. The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer. The observations of the Statutory Auditors in
the Auditors' Report together with the relevant notes to Accounts in Schedules are self -
explanatory and therefore do not call for any further explanation.
SECRETARIAL AUDITORS
The Board had appointed M/s MAKS & Co., Company Secretaries [FRN P2018UP067700] for
conducting Secretarial Audit of the Company for the Financial Year 2018-19. The
Secretarial Audit Report for the Financial Year ended March 31, 2019 is annexed herewith
as Annexure-A to this report. The Secretarial Audit Report does not contain any
qualification, reservation, and adverse remark for the period under review.
With reference to Point 5 (iv) of Secretarial Audit Report, it is to be noted that
during the year under review, the Company has suo-moto applied for compounding to RBI in
respect of inadvertent non -compliance of some of the provisions of Foreign Exchange
Management Act, 1999 in relation to the foreign investments received by the Company and
shares allotted to foreign Investor in lieu thereof during the year 2011 and 2013.
BOARD MEETINGS
The Board of Directors of the Company met seven times during the year under review. The
gap between two meetings did not exceed one hundred and twenty days. The Board Composition
of the Company as on March 31, 2019 is as follows:
| S. No. Name of Director |
Designation |
| 1 Tarun Dua |
Managing Director |
| 2 Srishti Baweja |
Whole Time Director |
| 3 Manjit Rai Dua |
Non-Executive Director |
| 4 Mr. Varun Pratap Rajda |
Independent Director |
| 5 Mr. Gaurav Munjal |
Independent Director |
| 6 Mr. Naman K. Sarawagi |
Independent Director |
* Mr. Anurag Bhatia was appointed as Additional Director (Independent and Non-
Executive) w.e.f May 16, 2019.
During the year under review, the Board of the Company met 7 times viz April 21, 2018,
May 8, 2018, May 11, 2018, August 4, 2018, August 21, 2018, November 12, 2018 and March
11, 2019.
The detail of attendance of Directors at the Board Meeting is as under:-
| S. No. Name of Director |
No. of Meetings attended |
| 1 Manjit Rai Dua |
7 |
| 2 Tarun Dua |
6 |
| 3 Srishti Baweja |
7 |
| 4 Gaurav Munjal |
6 |
| 5 Varun Pratap Rajda |
5 |
| 6 Naman Kailashprasad Sarawagi* |
- |
* Mr. Naman Kailashprasad Sarawagi was appointed on Board w.e.f February 18, 2019.
COMMITTEE MEETINGS
A. AUDIT COMMITTEE
The composition of Audit Committee of the Company as on March 31, 2019 is as follows:-
| S. No. Name of Member |
Designation |
| 1 Mr. Varun Pratap Rajda - Independent Director |
Chairman |
| 2 Mr. Gaurav Munjal - Independent Director |
Member |
| 3 Mr. Manjit Rai Dua - Non Executive Director |
Member |
Note: 1) Mr. Gaurav Munjal was appointed as Chairman of Committee in place of Mr. Varun
Pratap Rajda w.e.f April 9, 2019.
2) Mr. Naman K. Sarawagi, Independent Director was appointed as Member of Committee
w.e.f April 9, 2019.
The Board has accepted all recommendations of the Audit Committee made during the
financial year 2018-19.
During the year under review, the Audit Committee of the Company met 4 times viz August
4, 2018, August 21, 2018, November 12, 2018 and March 11, 2019.
The detail of attendance of Members at the Audit Committee Meeting is as under:-
| S. No. Name of Member |
No. of Meetings attended |
| 1 Mr. Manjit Rai Dua |
4 |
| 2 Mr. Gaurav Munjal |
4 |
| 3 Mr. Varun Pratap Rajda |
4 |
B. NOMINATION AND REMUNERATION COMMITTEE
The composition of Nomination and Remuneration Committee of the Company as on March 31,
2019 is as follows:-
| S. No. Name of Member |
Designation |
| 1 Mr. Varun Pratap Rajda - Independent Director |
Chairman |
| 2 Mr. Gaurav Munjal - Independent Director |
Member |
| 3 Mr. Manjit Rai Dua - Non Executive Director |
Member |
Note: 1) Mr. Naman K. Sarawagi, Independent Director was appointed as Member of
Committee w.e.f April 9, 2019.
During the year under review, the Nomination and Remuneration Committee of the Company
met two times on August 4, 2018 and March 11, 2019.
The detail of attendance of Members at the Nomination and Remuneration Committee
Meeting is as under:-
| S. No. Name of Member |
No. of Meetings attended |
| 1 Mr. Manjit Rai Dua |
2 |
| 2 Mr. Gaurav Munjal |
2 |
| 3 Mr. Varun Pratap Rajda |
2 |
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The composition of Stakeholder Relationship Committee of the Company as on March 31,
2019 is as follows:-
| S. No. Name of Member |
Designation |
| 1 Mr. Gaurav Munjal - Independent Director |
Chairman |
| 2 Mr. Varun Pratap Rajda - Independent Director |
Member |
| 3 Mr. Manjit Rai Dua - Non Executive Director |
Member |
Note: 1) Mr. Naman K. Sarawagi, Independent Director was appointed as Member of
Committee w.e.f April 9, 2019.
During the year under review, the Stakeholder Relationship Committee of the Company met
once on August 4, 2018. The detail of attendance of Members at the Committee Meeting is as
under:-
| S. No. Name of Member |
No. of Meetings attended |
| 1 Manjit Rai Dua |
1 |
| 2 Gaurav Munjal |
1 |
| 3 Varun Pratap Rajda |
1 |
D. CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE
The composition of Corporate Social Responsibility Committee of the Company as on March
31, 2019 is as follows:-
| S. No. Name of Member |
Designation |
| 1 Mrs. Srishti Baweja |
Chairman |
| 2 Mr. Gaurav Munjal - Independent Director |
Member |
| 3 Mr. Varun Pratap Rajda - Independent Director |
Member |
Note: 1) Mr. Naman K. Sarawagi, Independent Director was appointed as Member of
Committee w.e.f April 9, 2019. No meeting of Corporate Social Responsibility Committee was
held during the year under review.
E. INTERNAL COMPLAINT COMMITTEE
The composition of Internal Complaint Committee of the Company as on March 31, 2019 is
as follows:-
| S. No. Name of Member |
Designation |
| 1 Mrs. Srishti Baweja |
Chairman and Presiding Officer |
| 2 Mrs. Neelam Regina Topno |
External Member |
| 3 Ms. Saima Kauser |
Member |
| 4 Ms. Preeti Deewani* |
Member |
| 5 Mr. Sumit Bansal** |
Member |
| 6 Ms. Tripti Sinha*** |
Member |
Note: * Ms. Preeti Deewani ceased to be Member w.e.f September 13, 2018 due to her
resignation.
** Appointed as Member w.e.f November 29, 2018 and ceased to be Member on March 11,
2019 due to his resignation *** Appointed as Member w.e.f November 29, 2018
During the year under review, the Internal Complaint Committee ("ICC
Committee") of the Company met 2 times viz August 4, 2018 and January 14, 2019. Mrs.
Srishti Baweja, being a member of ICC Committee has attended both the aforesaid meetings.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint-venture or associate companies.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended 31st March, 2019, no loan, guarantee and investment was
made by the Company in terms of Section 186 of the Companies Act, 2013 and rules made
there under.
REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013
The Auditors during the performance of their duties have not identified any offence of
fraud committed by the company or its officers or employees. This is also being supported
by the report of the auditors of the Company for the F.Y. ended March 31, 2019. Therefore,
no frauds have been reported to the Central Government under Section 143 (12) of the
Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year 2018-19 and date of this
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Even though operations of the Company are not energy intensive, the management has been
highly conscious of the importance of conservation of energy and technology absorption at
all operational levels and efforts are made in this direction on a continuous basis.
In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act, read with rule 8 of the
Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology
Absorption are not applicable to the Company and hence have not been provided.
The Company has continued to maintain focus and avail of export opportunities based on
economic considerations. The Company has incurred expenditure of र38.98 lacs (previous
year: र 19.44 lacs) in foreign exchange and earned र 114.54 lacs (previous year र 130.01
lacs) in foreign exchange during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
To the best of management knowledge, no significant and material orders were passed by
regulators or courts or tribunals which could impact the going concern status and
company's operation in future.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of Annual Return in Form MGT-9 is attached as Annexure-B and forms part of
this Annual Report. The same is also being uploaded on the website of the Company and can
be accessed through the link https://
www.e2enetworks.com/wp-content/uploads/2019/07fFY-2018-19.pdf.
RISK MANAGEMENT
The Company is not required to form a Risk Management Committee. However, the Company
has developed and implemented a risk management policy for identifying the risk associated
with business of the Company and measures to be taken by including identification of
elements of risk and measures to control them.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate Internal Control System, commensurate with size, scale and
complexity of its operations. They have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensure compliance of corporate policies. It has
continued its efforts to align all its processes and controls with global best practices.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Policy (CSR Policy) adopted by Board is available
on the website of the Company and is accessible through the link https://www.e2enetworks.com/wp-content/uploads/2019/06/CSR-Policy.pdf
During the year under review, in order to carry out its CSR obligations under the
Companies Act, 2013 on regular basis, the Company has entered into an MOU on February 18,
2019 with Ved Prakash Mukund Lal Educational Society, a registered society formed
essentially to promote education and skill development among students. Accordingly, The
Company has also contributed an amount of Rs. 3 Lakhs towards its CSR initiates on June
14, 2019.The Annual Report on CSR activities of the Company has been attached as Annexure-C
and forms part of this Board Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
is presented in a separate section forming part of this Annual Report and shall be
considered as integral part of this report.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In terms of the provisions of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, a formal
annual performance evaluation has been done by the Board of its own performance, the
Directors individually as well as the evaluation of its Committees. The performance of the
Board was evaluated by the Board after seeking feedback from all the Directors on the
basis of the parameters/criteria, such as, degree of fulfilment of key responsibility by
the Board, Board Structures and Composition, establishment and delineation of
responsibilities to the Committees, effectiveness of Board processes, information and
functioning, Board culture and dynamics and, Quality of relationship between the Board and
the Management. The performance of the committees was evaluated by the Board after seeking
feedback from Committee members on the basis of parameters/criteria such as degree of
fulfilment of key responsibilities, adequacy of committee composition, effectiveness of
meetings, committee dynamics and, quality of relationship of the committee with the Board
and the Management.
Independent Directors of the Company in their separate meeting held on 20th March, 2019
reviewed the performance of the nonindependent directors and the Board as a whole. They
also reviewed the performance of the Chairperson of the Company.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
The Board of Directors of the Company has optimum combination of executive and
non-executive directors including independent directors and woman directors in compliance
with the applicable provisions of the Companies Act, 2013 ("the Act") and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the members of the Company in their Annual General
Meeting held on September 28, 2018 approved the appointment of Mr. Varun Pratap Rajda and
Mr. Gaurav Munjal as a Non-Executive Independent Director to hold office for a period of
five consecutive years from the date of their appointment as additional director of the
Company i.e upto February 8, 2023.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Tarun Dua (DIN:02696789), Managing Director of the
Company, will be retiring by rotation at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment. A brief resume, details of expertise and
other directorships/committee memberships held by Mr. Tarun Dua forms part of Notice
convening the 10th Annual General Meeting. The Board recommends his re-appointment to the
members of the Company at the ensuing Annual General Meeting. It is also proposed to
obtain approval of shareholders for payment of remuneration to Mr. Tarun Dua in accordance
with Schedule V of the Companies Act, 2013. Details of same have been provided in the AGM
notice.
During the year under review, Mr. Naman KailashPrasad Sarawagi was appointed as an
Additional Director (Independent and NonExecutive) of the Company with effect from
February 18, 2019.
Subsequent to the year under review, Mr. Anurag Bhatia has been appointed as an
Additional Director (Independent and Non- Executive) of the Company with effect from May
16, 2019.
Pursuant to the provisions of section 161 of the Companies Act, 2013 and other
applicable provisions, an additional Director shall hold office up to the date of ensuing
AGM unless the appointment is approved by shareholders. Accordingly, the Company has
received notices under section 160 of the Companies Act, 2013 from shareholder proposing
candidatures of Mr. Naman KailashPrasad Sarawagi and Mr. Anurag Bhatia for the office of
Non-Executive Independent Directors of the Company. It is proposed to appoint them as
NonExecutive Independent Directors for a period of five consecutive years from the date of
their appointment as additional director of the Company.
All the Independent Directors have given declarations that they meet the Criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in the opinion of the Board, the independent directors fulfill the conditions
specified in Listing Regulations and they are independent of the management.
KEY MANAGERIAL PERSONNEL
During the year under review Ms. Bharti Sharma, Company Secretary Cum Compliance
Officer of the Company has resigned w.e.f July 09, 2018 and Mr. Sumit Bansal was appointed
as Company Secretary Cum Compliance Officer w.e.f. August 04, 2018. Mr. Sumit Bansal also
resigned w.e.f March 11, 2019 and Mrs. Neha Baid was appointed as Company Secretary Cum
Compliance Officer of the Company w.e.f March 11, 2019.
Further, during the year under review, Mr. Gaurav Agarwal, Chief Financial Officer of
the Company resigned w.e.f March 11, 2019 and Mr. Varun Taneja was appointed as Chief
Financial Officer of the Company w.e.f March 11, 2019.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company believes in ethical and lawful business conduct and strives to carry on
its business activities in fair, transparent and professional manner. Pursuant to the
provisions of section 177 of the Companies Act, 2013 and other applicable provisions, the
Company has adopted a Vigil Mechanism/Whistle Blower Policy for securing/ reporting/
deterring/ punishing/ rectifying any unethical, unlawful acts, behaviour, leak/suspected
leak of Unpublished Price Sensitive information etc. and to enable to voice/ address bona
fide concern of malpractice, deviation from the policies of the Company internally in an
effective and systematic manner after its discovery. The policy also provide for adequate
safeguards against victimization of persons who use such mechanism and also make
provisions for direct access to the chairperson of the Audit Committee in appropriate or
exceptional cases. The said policy is available on the Company's website and can be
assessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/05/Whistle-Blower-Policy-
1.pdf
During the year under review, no complaint pertaining to the company was received under
the Whistle Blower Policy/Vigil mechanism.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per
month/-or Rs. 1,02,00,000 per annum and hence, the company is not required to give their
information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Further the details pursuant to Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached herewith as Annexure-D and
the names and other particulars of top ten employees in terms of remuneration drawn by
them Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached herewith as Annexure-E.
NOMINATION AND REMUNERATION POLICY
The Board has adopted Nomination and Remuneration Policy for selection and appointment
of Directors and Key managerial personnel and to decide their remuneration. The Nomination
and Remuneration Policy of the Company acts as a guideline for determining, inter alia,
qualification, positive attributes and independence of a Director, matters relating to the
remuneration, appointment, removal and evaluation of the performance of the Director and
Key Managerial Personnel. The said policy of the Company has been uploaded on the website
of the Company and can be assessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/35/
Policy_Nomination-Remuneration-of-directors.pdf.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties during the financial year under
review were in the ordinary course of business and on an arm's length basis. The details
of the transactions with related parties are provided in the notes to accompanying
standalone financial statements. Details of transactions pursuant to compliance of section
134(3)(h)of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014
are annexed herewith as per Annexure-F in the FORM AOC-2.
All Related Party transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of aforeseen and repetitive nature. A statement giving details of all related party
transactions entered into pursuant to the omnibus approval so granted is placed before the
Audit Committee for their review on a quarterly basis. The policy on Related Party
Transactions, as approved by the Board, has been uploaded on the Company's website and can
be accessed through the link https://www.e2enetworks.com/wp-content/uploads/2019/35/Policy-on-Related-Party-Transactions.pdf
During the financial year 2018-19, there were no transactions with related parties
which qualify as material transactions under the applicable provisions of the Companies
Act, 2013 and SEBI (LODR).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Directors state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) Appropriate accounting policies have been selected and applied consistently and have
made judgements and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of
the Company for the year ended March 31, 2019;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
POLICY AGAISNT SEXUAL HARASSMENT
The Company has in place a Policy for prevention, prohibition and redressal of Sexual
Harassment of Women at workplace in line with the requirements of The Sexual Harassment of
Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made
there under. An Internal Compliant Committee (ICC) is in place as per the requirements of
the said Act to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. No case has
been reported during the year under review.
MAINTENANCE OF COST RECORDS
The maintenance of Cost Records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not
fall under any of the category prescribed under Section 148(1) of Companies Act, 2013.
COMPLIANCE WITH SECRETERIAL STANDARDS
During the financial year under review, the Company has complied with applicable
Secretarial Standards on Board and General Meetings specified by the Institute of Company
Secretaries of India pursuant to Section 118 of the Companies Act, 2013.
HUMAN RESOURCE MANAGEMENT
Your Company considers its human resources as an important asset and endeavours to
nurture, groom and retain talent to meet the current and future needs of its business.
During the year under review the human resource department along with support of
management continued to proactively work on several initiatives to overcome the challenges
faced by the organization to retain the existing employees as well as attract good talent
from the market. These initiatives include regular management discussions, acknowledgement
of employees' accomplishments, offering role enhancements with larger accountabilities,
and maintaining transparency with them. This has helped the Company in building their
confidence and trust in the Company. We continue to provide conducive work environment and
opportunities for development of employees.
APPRECIATIONS AND ACKNOWLEDGEMENT
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by its customers which enables the Company to make every effort in
understanding their unique needs and deliver maximum customer Satisfaction.
We place on record our appreciation of the contribution made by the employees at all
levels, whose hard work, co-operation and support helped us face all challenges and
deliver results. We acknowledge the support of our vendors, the regulators, the esteemed
league of bankers, financial institutions, rating agencies, government agencies, stock
exchanges and depositories, auditors, legal advisors, consultants, business associates and
other stakeholders.
|
On behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Tarun Dua |
Srishti Baweja |
| Place: New Delhi |
Managing Director |
Whole Time Director |
| Date: July 22, 2019 |
DIN:02696789 |
DIN:08057000 |