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E2E Networks Ltd

BSE Code : 535080 | NSE Symbol : E2E | ISIN:INE255Z01019| SECTOR : IT - Software |

NSE BSE
 
SMC down arrow

44.50

-1.25 (-2.73%) Volume 280564

25-Feb-2021 EOD

Prev. Close

45.75

Open Price

44.60

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 44.60 - 44.50

52 wk High/Low 61.30 - 13.30

Key Stats

MARKET CAP (RS CR) 64
P/E 0
BOOK VALUE (RS) 16.9813073
DIV (%) 0
MARKET LOT 2000
EPS (TTM) 0
PRICE/BOOK 2.62052851490415
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 50
4

News & Announcements

20-Feb-2021

E2E Networks schedules board meeting

12-Jan-2021

E2E Networks Ltd - E2E Networks Limited - Investor Presentation

07-Jan-2021

E2E Networks Ltd - Other Announcements

07-Jan-2021

E2E Networks Ltd - E2E Networks Limited - Press Release

20-Feb-2021

E2E Networks schedules board meeting

27-Jul-2019

E2E Networks to hold AGM

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 364000 2.53
Total Institutions 1720412 11.96
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 128000 0.89
Total Promoters 8442531 58.70
Total Public & others 3728179 25.92
Total 14383122 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About E2E Networks Ltd

E2E Networks Limited was originally incorporated and registered as Private Limited Company on 20th August, 2009. Subsequently, the company was converted into Public Company and name of company was changed to 'E2E Networks Limited' on March 14, 2018. Tarun Dua & Srishti Baweja are promoters of the Company. Tarun Dua & Ashish Shukla were the initial subscribers to the Memorandum of Association of the Company subscribing 9000 & 1000 Equity shares respectively. The Company is in the business of providing Cloud Infrastructure in India. Since its inception in 2009, E2E has strived to attain technical innovation in the Cloud migration and Deployment for their clients. The company was one the first companies to launch contract-less computing in India, way back in 2009. It followed this up by launching its hourly billed pure SSD (Solid-State-Drive) public cloud and private cloud. Its Cloud Infrastructure has been used by many well-known companies across industries like E-Commerce, Digital Classified, BFSI and whole host of new-age digital businesses. Using its vast experience in implementing and managing infrastructure the company has built its fully cloud agnostic Cloud Operation Management (CloudOps) platform, which can directly use the hypervisor host machines on more than 2,000 public clouds across the world. Many of India's best-known digital businesses have been using its CloudOps platform to boost measurable performance, while at the same time reducing their cloud spend.

E2E Networks Ltd Chairman Speech

IT IS MY PLEASURE TO COMMUNICATE WITH YOU VIA THIS LETTER. THE LAST YEAR HAS BEEN A SIGNIFICANT YEAR FOR E2E IN WHICH WE ACHIEVED KEY MILESTONE OF LISTING ON NSE EMERGE PLATFORM. THIS YEAR, THE TENTH YEAR OF THE E2E's JOURNEY; ALTHOUGH STARTS ON A CHALLENGING NOTE BUT KEEPS US VERY EXCITED GIVEN THE HUGE OPPORTUNITIES IN THE SECTOR AND THE UNIQUE POSITIONING OF OUR COMPANY. I WOULD LIKE TO TOUCH UPON SOME OF THE SIGNIFICANT DEVELOPMENTS THAT TOOK PLACE IN THE YEAR GONE BY.

An improved cloud product

We have put major efforts in improving our cloud offering both from technology and product perspective. We are very positive about the opportunities which are present in the cloud enabled solutions for the SME and the emerging companies in India. We would like to facilitate the adoption of cloud by SMEs through development of solutions to meet their niche workload requirements. We have increased the flexibility of our infrastructure by introducing newer compute options with better configurations. Further, we have enhanced our product offering by introducing Windows, cPanel and Plesk on many of our existing compute series. Launch of GPU and Smart Dedicated Servers are also worth mentioning. We will continue to add to our offering and add more flexibility to our product to enable adoption of our compute infrastructure. We have made progress on improving the customer experience and enabling greater adoption via self-service customers. These developments continue to adhere to our philosophy of offering a superior public cloud with great value to customers.

Growth risk and opportunities

FY 18-19 has been a challenging year from growth perspective mostly due to decline of revenue from few key customers as compared to last year. However, we have maintained our investments in people and technology to be able to capture the opportunity lying ahead of us. Owing to our conscious effort of pushing for more growth amongst self-service customers, our client concentration has reduced significantly.

As per estimates around 65 percent of the compute in India is still on-premise. We see opportunities for us in enabling transition to cloud solutions among the large number of mid-scale companies in India. Our roll-out of some of the solutions last year is initial step in this direction. This transition will enable richer business data over cloud which can be used to derive better insights using analytics and AI based solutions. Thus enabling analytics and AI specific workload on our compute will be a natural progression for our product in future.

Strengthening E2E

Team E2E has grown significantly in the last one and a half years. We have on-boarded some exceptional talent to make ourselves ready for the cloud opportunity in India. Some key hires include senior management hiring in Engineering, Delivery, Sales and Marketing. These are professionals with years of experience in delivering in an agile setup like ours. We continue to add to our Engineering team as we speak. We also have ESOP plan, amongst other initiatives, to attract, retain and motivate talented employees of the Company. We have initiated various knowledge sharing initiatives at E2E with keen participation of engineers both internally and externally. This will help in further establishing ourselves as an industry leader.

Future Course

We have frequently deliberated internally about the trade-off between the long-term growth and immediate profitability. It remains a difficult balancing act with one superseding other based on where one is in its journey. Given the massive opportunity in our space we feel it is crucial to continue to make investments in people and technology which will lead to better adoption of our cloud platform. Despite growth headwinds we have continued to make these investments. We will continue to focus on improving our public cloud product on various aspects including customer experience. We have planned launch of various products and new features in the coming year. We believe these launches will help us in augmenting our growth in the medium-term. We will be communicating to you on the launches on a regular basis.

Finally, I would like to thank you for your support, consistent commitment, engagement and encouragement. We continue to seek your participation in our journey of growth.

Warm Regards,

Sd/-

Tarun Dua

Chairman & Managing Director

   

E2E Networks Ltd Company History

E2E Networks Limited was originally incorporated and registered as Private Limited Company on 20th August, 2009. Subsequently, the company was converted into Public Company and name of company was changed to 'E2E Networks Limited' on March 14, 2018. Tarun Dua & Srishti Baweja are promoters of the Company. Tarun Dua & Ashish Shukla were the initial subscribers to the Memorandum of Association of the Company subscribing 9000 & 1000 Equity shares respectively. The Company is in the business of providing Cloud Infrastructure in India. Since its inception in 2009, E2E has strived to attain technical innovation in the Cloud migration and Deployment for their clients. The company was one the first companies to launch contract-less computing in India, way back in 2009. It followed this up by launching its hourly billed pure SSD (Solid-State-Drive) public cloud and private cloud. Its Cloud Infrastructure has been used by many well-known companies across industries like E-Commerce, Digital Classified, BFSI and whole host of new-age digital businesses. Using its vast experience in implementing and managing infrastructure the company has built its fully cloud agnostic Cloud Operation Management (CloudOps) platform, which can directly use the hypervisor host machines on more than 2,000 public clouds across the world. Many of India's best-known digital businesses have been using its CloudOps platform to boost measurable performance, while at the same time reducing their cloud spend.

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

   

E2E Networks Ltd Company Background

Tarun DuaTarun Dua
Incorporation Year2009
Registered OfficeAwfis 1-Flr A-24/9 Mathura Rd,Mohan Coop Indl Est Saidabad
New Delhi,New Delhi-110044
Telephone91-11-3001 8095,Managing Director
Fax
Company SecretaryBharti Sharma
AuditorB B & Associates
Face Value10
Market Lot2000
ListingNSE - SME,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083

E2E Networks Ltd Company Management

Director NameDirector DesignationYear
Tarun DuaChairman & Managing Director2017
Srishti BawejaWhole-time Director2017
Manjit DuaDirector2017
Gaurav MunjalAddtnl Independent Director2017
Varun Pratap RajdaAddtnl Independent Director2017
Bharti SharmaCompany Secretary2017
Naman Kailash Prasad SarawagiIndependent Director2017
Anurag BhatiaAddtnl Independent Director2017

E2E Networks Ltd Listing Information

E2E Networks Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 00033.75397
Sale of Services NA 0000

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