General information about company

Scrip code532173
NSE SymbolCYBERTECH
MSEI Symbol
ISININE214A01019
Name of the entityCYBERTECH SYSTEMS AND SOFTWARE LIMITED
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterYearly
Date of Report31-03-2019
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Wether the listed entity has a Regular ChairpersonYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrVISWANATH TADIMETYAFCPT4133N00008106Non-Executive - Non Independent DirectorChairperson23-05-1995100
2MrSUDHIR MORESHWAR JOSHIAAHPJ9981C00349597Non-Executive - Independent DirectorNot Applicable30-09-201460422
3MrMAREZBAN PADAM BHARUCHAAAAPB5642H00361911Non-Executive - Independent DirectorNot Applicable30-09-201560111Textual Information(2)
4MrNANDLAL LAXMINARAYAN SARDAAAGPS5871F00147782Non-Executive - Independent DirectorNot Applicable30-09-201460140



Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MrSHREEPAD DIGAMBAR KARMALKARAAAPK6875H03273896Non-Executive - Independent DirectorNot Applicable30-09-201460120
6MrSTEVEN LLOYD JESKEAHGPJ7229M01964333Non-Executive - Non Independent DirectorNot Applicable30-09-2008100
7MrRAMASUBRAMANIAN SANKARANAEVPR4091M05350841Executive DirectorNot Applicable04-08-2018110
8MsANGELA COOK WILCOXAFVPW1713L08068715Non-Executive - Independent DirectorNot Applicable28-09-201860100



Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
9MsAMOGHA TADIMETYAFCPT4619K06952042Non-Executive - Non Independent DirectorNot Applicable30-09-2014100



Text Block

Textual Information(1)
Mr. M.P. Bharucha holds the Chairmanship of Audit Committee in Lucid Colloids Ltd., an Unlisted Public Company
 
Mr. N.L. Sarda holds the memberships in Audit Committee in two Unlisted Public Companies viz. Ujjivan Small Finance Bank Ltd. and eMudhra Ltd.
 
Textual Information(2)
Mr. M.P. Bharucha holds the Chairmanship of Audit Committee in Lucid Colloids Ltd., an Unlisted Public Company



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)

Annexure 1 Text Block

Textual Information(1)
Date of appointment is the date of reconstitution of the committees, pursuant to commencement of various provisions of Companies Act, 2013 and rules made there under.


Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100349597SUDHIR MORESHWAR JOSHINon-Executive - Independent DirectorChairperson06-08-2014
200147782NANDLAL LAXMINARAYAN SARDANon-Executive - Independent DirectorMember06-08-2014
303273896SHREEPAD DIGAMBAR KARMALKARNon-Executive - Independent DirectorMember06-08-2014


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100349597SUDHIR MORESHWAR JOSHINon-Executive - Independent DirectorChairperson06-08-2014
200361911MAREZBAN PADAM BHARUCHANon-Executive - Independent DirectorMember06-08-2014
300008106VISWANATH TADIMETYNon-Executive - Non Independent DirectorMember06-08-2014
400147782NANDLAL LAXMINARAYAN SARDANon-Executive - Independent DirectorMember06-08-2014
503273896SHREEPAD DIGAMBAR KARMALKARNon-Executive - Independent DirectorMember06-08-2014


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100349597SUDHIR MORESHWAR JOSHINon-Executive - Independent DirectorChairperson06-08-2014
200147782NANDLAL LAXMINARAYAN SARDANon-Executive - Independent DirectorMember06-08-2014
303273896SHREEPAD DIGAMBAR KARMALKARNon-Executive - Independent DirectorMember06-08-2014
405350841RAMASUBRAMANIAN SANKARANExecutive DirectorMember06-08-2014


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100349597SUDHIR MORESHWAR JOSHINon-Executive - Independent DirectorChairperson06-08-2014
200008106VISWANATH TADIMETYNon-Executive - Non Independent DirectorMember06-08-2014
300147782NANDLAL LAXMINARAYAN SARDANon-Executive - Independent DirectorMember06-08-2014
405350841RAMASUBRAMANIAN SANKARANExecutive DirectorMember06-08-2014


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing Date
114-11-2018
204-02-201981



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committeeReson for not providing date
1Audit Committee04-02-2019Yes214-11-201881



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatorySarita Leelaramani
2DesignationCompany Secretary and Compliance Officer



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttp://www.cybertech.com/investors/overview.aspx
2Terms and conditions of appointment of independent directorsYeshttp://www.cybertech.com/financialReports/Letter_of_appointment_to_Independent_Director.pdf
3Composition of various committees of board of directorsYeshttp://www.cybertech.com/financialReports/Committee_of_Board_2018_Revised.pdf
4Code of conduct of board of directors and senior management personnelYeshttp://www.cybertech.com/financialReports/corporatePolicies/Code%20of%20Conduct%20for%20Board%20and%20Senior%20Management.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.cybertech.com/financialReports/corporatePolicies/Vigil%20Mechanism%20Policy.pdf
6Criteria of making payments to non-executive directorsYeshttp://www.cybertech.com/investors/boardofdirectors.aspx
7Policy on dealing with related party transactionsYeshttp://www.cybertech.com/financialReports/corporatePolicies/Related%20Party%20Transactions%20Policy.pdf
8Policy for determining ‘material’ subsidiariesYeshttp://www.cybertech.com/financialReports/corporatePolicies/Policy%20on%20Material%20Subsidiaries.pdf
9Details of familiarization programmes imparted to independent directorsYeshttp://www.cybertech.com/investors/boardofdirectors.aspx#box6

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttp://www.cybertech.com/investors/overview.aspx
11email address for grievance redressal and other relevant detailsYescssl.investors@cybertech.com
12Financial resultsYeshttp://www.cybertech.com/investors/keyfinancialresults.aspx
13Shareholding patternYeshttp://www.cybertech.com/investors/shareholder.aspx
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
20Approval for material related party transactions23(4)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatorySarita Leelaramani
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatorySarita Leelaramani
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatorySarita Leelaramani
Designation of personCompany Secretary and Compliance Officer
PlaceThane
Date08-04-2019