General information about company | |
| Scrip code | 532413 |
| NSE Symbol | CEREBRAINT |
| MSEI Symbol | NOTLISTED |
| ISIN | INE345B01019 |
| Name of the entity | Cerebra Integrated Technologies Limited |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Quarterly |
| Date of Report | 30-06-2023 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
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 explanatory | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(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 PAN | Notes for not providing DIN |
| 1 | Mr | RANGANATHAN VENKATRAMAN | ABOPR2170F | 01247305 | Executive Director | Not Applicable | MD | 12-11-1963 | No | Active | NA | 31-12-1993 | 01-01-2021 | 1 | 0 | 0 | 0 | ||||||||
| 2 | Mr | VISHWAMURTHY PHALANETRA | AANPV2162M | 01247336 | Executive Director | Not Applicable | 03-05-1967 | No | Active | NA | 18-07-1996 | 01-01-2021 | 1 | 0 | 0 | 0 | |||||||||
| 3 | Mr | PAZAYANUR ESWARAN KRISHNAN | AHCPK5823G | 01897686 | Non-Executive - Independent Director | Chairperson | 13-01-1965 | No | Active | NA | 02-12-1996 | 14-02-2020 | 11-04-2023 | 98 | 1 | 1 | 2 | 0 | |||||||
| 4 | Mr | GOPALA KRISHNAN SESHADRIL | ADHPK6429P | 01898255 | Non-Executive - Independent Director | Not Applicable | 08-09-1967 | No | Active | NA | 24-09-1997 | 01-04-2019 | 111 | 1 | 1 | 2 | 2 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(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 PAN | Notes for not providing DIN |
| 5 | Mr | MANDYA VENKATACHAR SESHADRI VASAN | ABJPV6599F | 01088868 | Non-Executive - Independent Director | Not Applicable | 19-04-1964 | No | Active | NA | 12-08-2019 | 12-08-2019 | 11-04-2023 | 44 | 1 | 1 | 2 | 0 | |||||||
| 6 | Mrs | BHAVNA PHILIPOSE | AXKPP6034C | 08741062 | Non-Executive - Independent Director | Not Applicable | 17-05-1976 | No | Active | NA | 12-05-2020 | 12-05-2020 | 11-04-2023 | 35 | 1 | 1 | 0 | 0 | |||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01898255 | GOPALA KRISHNAN SESHADRIL | Non-Executive - Independent Director | Chairperson | 01-04-2017 | ||
| 2 | 01897686 | PAZAYANUR ESWARAN KRISHNAN | Non-Executive - Independent Director | Member | 01-04-2017 | 11-04-2023 | |
| 3 | 01088868 | MANDYA VENKATACHAR SESHADRI VASAN | Non-Executive - Independent Director | Member | 12-11-2019 | 11-04-2023 | |
| 4 | 01247305 | RANGANATHAN VENKATRAMAN | Executive Director | Member | 11-04-2023 | ||
| 5 | 01247336 | VISHWAMURTHY PHALANETRA | Executive Director | Member | 11-04-2023 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01898255 | GOPALA KRISHNAN SESHADRIL | Non-Executive - Independent Director | Chairperson | 01-04-2017 | ||
| 2 | 01897686 | PAZAYANUR ESWARAN KRISHNAN | Non-Executive - Independent Director | Member | 01-04-2017 | 11-04-2023 | |
| 3 | 01088868 | MANDYA VENKATACHAR SESHADRI VASAN | Non-Executive - Independent Director | Member | 12-11-2019 | 11-04-2023 | |
| 4 | 01247305 | RANGANATHAN VENKATRAMAN | Executive Director | Member | 11-04-2023 | ||
| 5 | 01247336 | VISHWAMURTHY PHALANETRA | Executive Director | Member | 11-04-2023 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01898255 | GOPALA KRISHNAN SESHADRIL | Non-Executive - Independent Director | Member | 01-04-2017 | ||
| 2 | 01897686 | PAZAYANUR ESWARAN KRISHNAN | Non-Executive - Independent Director | Member | 01-04-2017 | 11-04-2023 | |
| 3 | 01088868 | MANDYA VENKATACHAR SESHADRI VASAN | Non-Executive - Independent Director | Member | 12-11-2019 | 11-04-2023 | |
| 4 | 01247305 | RANGANATHAN VENKATRAMAN | Executive Director | Chairperson | 11-04-2023 | ||
| 5 | 01247336 | VISHWAMURTHY PHALANETRA | Executive Director | Member | 11-04-2023 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01247305 | RANGANATHAN VENKATRAMAN | Executive Director | Chairperson | 14-08-2021 | ||
| 2 | 01247336 | VISHWAMURTHY PHALANETRA | Executive Director | Member | 14-08-2021 | ||
| 3 | 01088868 | MANDYA VENKATACHAR SESHADRI VASAN | Non-Executive - Independent Director | Member | 14-08-2021 | 11-04-2023 | |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01247305 | RANGANATHAN VENKATRAMAN | Executive Director | Chairperson | 14-08-2021 | ||
| 2 | 01247336 | VISHWAMURTHY PHALANETRA | Executive Director | Member | 14-08-2021 | ||
| 3 | 01897686 | PAZAYANUR ESWARAN KRISHNAN | Non-Executive - Independent Director | Member | 14-08-2021 | 11-04-2023 | |
| 4 | 01898255 | GOPALA KRISHNAN SESHADRIL | Non-Executive - Independent Director | Member | 14-08-2021 | ||
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 08-02-2023 | Yes | 7 | 3 | 1 | |||
| 2 | 14-02-2023 | 5 | Yes | 6 | 5 | 3 | ||
| 3 | 11-04-2023 | 55 | Yes | 3 | 3 | 1 | ||
| 4 | 30-05-2023 | 48 | Yes | 3 | 3 | 1 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 14-02-2023 | Yes | 3 | 3 | 3 | 0 | |||
| 2 | Audit Committee | 30-05-2023 | Yes | 3 | 3 | 1 | 0 | |||
| 3 | Stakeholders Relationship Committee | 14-02-2023 | 2 members of the Audit Commitee (comprising of 3 Independent Directors ) had resigned on 11th April 2023.
The company reconsituted the Audit Committee for the time being in its Board meeting held on 11thApril 2023, approving an Independent director as regular Chairperson of the Audit Commitee . | Yes | 3 | 3 | 3 | 0 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes on related party transactions | |||
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | No | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | No | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | No | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes | |
| 5 | The 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 1000 listed entities) | NA | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The 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 | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Mala Poddar |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block | |
| Textual Information(1) | The Board has taken note of the Non compliance with regard to Composition of Board of Directors, composition of Audit Committee and Nomination and Remuneration Committee which is not in accordance with SEBI (LODR) 2015 due to resignation of three Directors during the quarter.
Further, the Board is continously taking steps to find suitable candidates but has not been able to identify suitable persons to act as Directors as on this date.
|
Signatory Details | |
| Name of signatory | Mala Poddar |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Bengaluru |
| Date | 20-07-2023 |