General information about company

Scrip code532413
NSE SymbolCEREBRAINT
MSEI SymbolNOTLISTED
ISININE345B01019
Name of the entityCEREBRA INTEGRATED TECHNOLOGIES LIMITED
Date of start of financial year01-04-2023
Date of end of financial year31-03-2024
Reporting QuarterHalf Yearly
Date of Report30-09-2023
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearTop 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 explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonNo
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrRANGANATHAN VENKATRAMAN ABOPR2170F01247305Executive DirectorNot ApplicableMD12-11-1963
2MrVISHWAMURTHY PHALANETRAAANPV2162M01247336Executive DirectorNot Applicable03-05-1967
3MrGOPALA KRISHNAN SESHADRILADHPK6429P01898255Non-Executive - Independent DirectorChairperson08-09-1967
4MrUTTAM PRAKASH AGARWALAABPA2370E00272983Non-Executive - Independent DirectorNot Applicable04-07-1963
5MrSATISH CHANDRAAABPC9484F10301960Non-Executive - Independent DirectorNot Applicable24-05-1953
6MrMADAN B. GOSAVIABAPG2939B10303662Non-Executive - Independent DirectorNot Applicable14-07-1958
7MsNAMRATA SHARMAKNQPS5580E10132544Non-Executive - Independent DirectorNot Applicable08-08-1999

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive
7NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 [with reference to proviso to regulation 17A(1) & 17A(2)]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
1NA31-12-199301-01-20211020
2NA18-07-199601-01-20211020
3NA24-09-199701-04-20191141122
4NA29-09-202329-09-202302211
5NA29-09-202329-09-202301100
6NA29-09-202329-09-202301100
7NA29-09-202329-09-202301100


Text Block

Textual Information(1)
Cerebra does not have a Regular Chairperson for the quarter 30.09.2023. Mr. Gopala Krishnan Seshadril was appointed as Chairman for the Meetings.




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
101898255GOPALA KRISHNAN SESHADRILNon-Executive - Independent DirectorChairperson01-04-2017
201247305RANGANATHAN VENKATRAMAN Executive DirectorMember11-04-2023Textual Information(1)
301247336VISHWAMURTHY PHALANETRAExecutive DirectorMember11-04-2023Textual Information(2)

Sr Text Block

Textual Information(1)
As 3 Independent Directors resigned on 11.04.2023, so Committee was reconstituted with the Directors present on the Board.
Textual Information(2)
As 3 Independent Directors resigned on 11.04.2023, so Committee was reconstituted with the Directors present on the Board.


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
101898255GOPALA KRISHNAN SESHADRILNon-Executive - Independent DirectorChairperson01-04-2017
201247305RANGANATHAN VENKATRAMAN Executive DirectorMember11-04-2023Textual Information(1)
301247336VISHWAMURTHY PHALANETRAExecutive DirectorMember11-04-2023Textual Information(2)

Sr Text Block

Textual Information(1)
As 3 Independent Directors resigned on 11.04.2023, so Committee was reconstituted with the Directors present on the Board.
Textual Information(2)
As 3 Independent Directors resigned on 11.04.2023, so Committee was reconstituted with the Directors present on the Board.


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
101898255GOPALA KRISHNAN SESHADRILNon-Executive - Independent DirectorChairperson01-04-2017
201247305RANGANATHAN VENKATRAMAN Executive DirectorMember11-04-2023Textual Information(1)
301247336VISHWAMURTHY PHALANETRAExecutive DirectorMember11-04-2023Textual Information(2)

Sr Text Block

Textual Information(1)
As 3 Independent Directors resigned on 11.04.2023, so Committee was reconstituted with the Directors present on the Board.
Textual Information(2)
As 3 Independent Directors resigned on 11.04.2023, so Committee was reconstituted with the Directors present on the Board.


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101247305RANGANATHAN VENKATRAMAN Executive DirectorChairperson14-08-2021
201247336VISHWAMURTHY PHALANETRAExecutive DirectorMember14-08-2021


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
101247305RANGANATHAN VENKATRAMAN Executive DirectorChairperson14-08-2021
201247336VISHWAMURTHY PHALANETRAExecutive DirectorMember14-08-2021
301898255GOPALA KRISHNAN SESHADRILNon-Executive - Independent DirectorMember14-08-2021


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 DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
111-04-2023Yes331
230-05-202348Yes331
310-08-202371Yes331
406-09-202326Yes331



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber 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)
1Audit Committee30-05-2023Yes3310
2Audit Committee10-08-202371Yes3310



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 CommitteeYes


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, 2015No
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeNo
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeNo
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 1000 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
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryVISHWAMURTHY PHALANETRA
2DesignationDirector



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 last quarter.
Further, the Board has taken steps and found 4 Persons to be a part of Board with their great knowledge and has been appointed by Shareholders at the Annual General Meeting held on 29.09.2023.
Further, Reconstitution of committees have been undertaken by the Board on 16.10.2023.



Annexure III

III. Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website46(2)Yes
2Presence of Chairperson of Audit Committee at the Annual General Meeting18(1)(d)Yes
3Presence of Chairperson of the nomination and remuneration committee at the annual general meeting19(3)Yes
4Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting20(3) Yes
5Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report24A(1)Yes
6Submission of Annual Secretarial Compliance Report24A(2)Yes
7Whether “Corporate Governance Report” disclosed in Annual Report34(3) read with para C of Schedule VYes
6




Annexure III

1Name of signatoryVISHWAMURTHY PHALANETRA
2DesignationDirector




Additional Half yearly Disclosure

Applicability of disclosure Not Applicable
Reason for Non Applicability Textual Information(1)

Text Block

Textual Information(1)
There are no Loans, advances, Guarantees.




Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo



Signatory Details

Name of signatoryVISHWAMURTHY PHALANETRA
Designation of personDirector
PlaceBangalore
Date20-10-2023