BOARD'S REPORT

TO

THE MEMBERS,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the 21styear ended 31stMarch, 2015.

Enterprise Solutions Division (ESD)

Cerebra has been since many years implementing various IT based projects for many startups and established companies. The Company studies customers' IT requirements, identify pain points and accordingly design and plan their IT H/W & S/ W infrastructure which includes networking, servers, storage, endpoints, operating systems, application software and ensure successful implementation.

Many small and medium size enterprises lack proper IT infrastructure and rely more on AMC providers for their IT requirements which get fulfilled on a short term basis mainly because the AMC companies lack the technical skills as well as the vision to design IT infrastructure based on growth plans. In addition, many more companies are looking to completely outsource their IT resources for day to day operations and maintenance. Cerebra can successfully help bridge this gap with its technical competencies and strategic tie-ups with leading MNC technology vendors. Cerebra can design, implement and maintain IT infrastructure for SMEs as well as large enterprises successfully.

During the financial year 2014-2015, the continued focus on research labs, airports, defense, PSUs, PSBs, etc have been fruitful with Cerebra successfully executing large orders from. PSU's, Judiciary Department, Education, Medical etc.. . The Company has also been successful in closing deals in the Transport, higher education segment both in government as well as private institutions. In addition Cerebra has added new corporate customers in the retail, manufacturing & healthcare segments during the period. Cerebra is considered as a preferred vendor by many of these organizations. Cerebra has also strengthened its relationships with leading MNC OEM Brands and established itself as a key player especially in education, healthcare, defense, space & research lab segments while we stay focused on making a mark in other state & central government departments/bodies/PSUs.

With continued focus from the account managers in the Education, Healthcare, Retail, Defense, Space, PSU, PSB, Research Labs, Airport, Large Corporates, SMBs, etc. and incremental focus on AMC, FMS, Implementation & other services, your Company intends to bring new business opportunities and a fairly large contribution to Cerebra's revenues in the new financial year 2015-2016.

E-WASTE Recycling Unit - This division is doing well and is soon expected to start the factory construction and every effort is being put in this direction. Currently collection, repair and refurbishment and E-Waste shredding activity are being carried out from its temporary facility in Peenya. The Board is pleased to report that the Company has now added more new customers to its existing client base.

Geeta Monitors Private Limited (GMPL) - Popularly known as Geeta Electronics has been going through change in structure to adapt to the market situations and its mission to becomes a pure System Integration company in next 2 years. Some key initiatives were put in place to adapt to the vision. While the run rate business of hardware continue through the committed resellers, the Company also thought that solution and service based business should be taken up priority with the end enterprise customer is the way forward which otherwise was predominately addressing the SME and SMB segment. GMPL has successfully executed few major orders on Storage products.

EMS (MANUFACTURING) DIVISION - This division has added many new customers this year and also retained existing clients who have consistently increased the current orders. Exports have also done well in this division. This division has performed well and is currently rated as one of the Top Vendors. Domestic market has also increased and the division has confirmed orders for the next six months. The Company is on the verge of adding another SMT line to its existing facility there by increased production.

Cerebra ME FZCO - Cerebra Middle East has seen an encouraging growth in FY 14-15 both in terms of a 30% increase in revenue as well as an expansion of its channel partner base in the Middle East. Being focused on profitability and market expansion, the last year saw an increase in channel partner by about 90 partners though UAE, Kuwait, Qatar, Saudi Arabia, Oman, Egypt, Lebanon, Central & Eastern Africa. CME also increased its vendor portfolio by on boarding market leaders like Milestone, Neverfail, Inventum, Solus and Perpetuity into its product portfolio. The Security Solutions division launched 18 months ago is now rolling out best in class solutions in the Surveillance Security domain through the region. The last year also saw CME establish itself in the Kingdom of Saudi Arabia with a local tie up in order directly manage its fast growing channel base in the country.

The last year saw CME not only establish their footprint in the Middle Eastern markets but also put forward their first steps into developing markets like Africa. The year saw some prestigious orders from Enterprise customers. CME's focus area for 2015-16 are going to be channel growth, channel enablement, loyalty programs and a substantial increase in its vendor and solutions portfolio. There will be a special focus on the Surveillance Security and Services business. The year will see an increase in CME's industry specific portfolio coverage with storage, infrastructure and security solutions for the Oil and Gas, Banking, Healthcare, Telco, Media, Education, Retail & Hospitality verticals. The Company plans to set offices in Qatar by early 2016 in order to strategically manageone of the fastest growing markets in the region.

ITES DIVISION: Cerebra LPO India Limited

LPO division started support for H1B petitions for clients in NJ, USA. The entire process of H1B was handled by Cerebra LPO team here.

A contract was executed with a US based Company for providing Immigration support who is a technology-powered immigration services provider that has reinvented the immigration process by providing end-to-end workflow software for applicants to provide a more effective, efficient, and affordable immigration solution. The company is the trusted partner to both individuals and companies worldwide, ranging from leading startups to publicly-traded companies.

Domestic orders for case summarisation of Judgements to include headnotes and facts of the case were executed.Efforts are on to strike additional partnerships for the division. The subsidiary is in talks with several prospects who are looking for support on Contract Review, Immigration paralegal support services and UK Conveyancing services.

Medical Transcription services division transcribed about 8.8 million lines for the year earning revenue of 16.9 Million rupees for the UK process. About 4.7 lakh lines were transcribed for US clients earning US$22,250.

Overall all the units performed well by adding new clients & increased revenues.

1) EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments which occurred affecting the financial position of the Company between March 31, 2015 and the date on which this report has been signed.

2) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company has decided to disinvest in the Subsidiary namely Geeta Monitors Private Limited and approval of Shareholder is sought. This disinvest may have impact on the Consolidated Financial Accounts

3) CHANGE IN THE NATURE OF BUSINESS:

The Company continue to focus on the strength of ESD, EMS and E Waste.

4) DIVIDEND:

With a view to conserve the resources of Company the Directors are not recommending any dividend.

5) AMOUNTS TRANSFERRED TO RESERVES:

The Board of the Company has decided/proposed to carry Rs. (76,18,158) to its reserves.

6) CHANGES IN SHARE CAPITAL:

The Company has increased its Authorised Share Capital from Rs. Rs. 50,20,00,000/- (Rupees Fifty Crores Twenty Lakhs only) divided into 5,02,00,000 (Five Crores Two Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 110,20,00,000/- (Rupees One Hundred Ten Crores and Twenty Lakhs only) divided into 11,02,00,000 (Eleven Crores Two Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each by passing special resolution by the Members of the Company at the last Annual General Meeting of the Company.

During the Financial Year 2014-15, the Share Capital of the Company has been increased from Rs. 48,09,26,820/-(Rupees Forty Eight Crores Nine Lakhs Twenty Six Thousand Eight Hundred and Twenty Only) divided into 4,80,92,682 (Four Crores Eighty Lakhs Ninety Two Thousand Six Hundred and Eighty Two) Equity Shares of Rs. 10/- (Rupees Ten only) to Rs. 84,32,89,620/- (Eighty Four Crores Thirty Two Lakhs Eighty Nine Thousands Six Hundred and Twenty only) divided into 8,43,28,962 ( Eight Crores Forty Three Lakhs Twenty Eight Thousand Nine Hundred and Sixty Two) Equity Shares of Rs. 10/- (Rupees Ten only) pursuant to allotment of 3,62,36,280 Equity Shares of Rs. 10/ - (Rupees Ten only) each under Private Placement.

Disclosure regarding Issue of Equity Shares with Differential Rights

During the year under review, the Company has not issued Shares with Differential Rights

Disclosure regarding issue of Employee Stock Options:

During the year under review, the Company has not issued Shares Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares:

During the year under review, the Company has not issued Sweat Equity Shares.

7) CAPITAL INVESTMENTS

Capital Investments during the year 2014-15 was at Rs.3113.88 Lakhs (Net of capital work-in-progress and capital advances) (2013-14: Rs. 3082.27 Lakhs).

8) BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review Eight (8) meetings were held on 29th May 2014, 14th August 2014, 14th November 2014, 16th December 2014, 19th December 2014, 28th January 2015, 14thFebruary 2015, 31st March, 2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

The details of other Committee Meetings during the year 2014-15 are given in the Corporate Governance Report.

9) DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr. P. E. Krishnan (DIN: 01897686), Director of the Company, is proposed to be appointed as Independent Director for consecutive 5 years and he fulfil the requirements as per the Companies Act, 2013. His appointment is proposed under Special Business.

During the year Ms.Nutan Soudagar, has been appointed as Company Secretary of the Company w.e.f. 9th January, 2015 and designated as Compliance Officer of the Company as per the Listing Agreement. Ms.PreethiJavali, (DIN 07157145) who was appointed as an Additional Director, holds office up to the date of the ensuing Annual General Meeting; she is proposed to be appointed as Director of your Company.

Notice has been received from a member of the Company under Section 160 of the Companies Act, 2013 along with the requisite deposit.

Mr.P. Vishwamurthy, (DIN 01247336) Director, retires by rotation, as per the Companies Act, 2013 and being eligible, offers himself for re-appointment.

10) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

11) COMPOSITION OF AUDIT COMMITTEE:

As on March 31, 2015, the Audit Committee of the Company consists of three (3) Non-Executive Independent Directors and all of them have financial and accounting knowledge.

The Board has accepted the recommendations of the Audit Committee during the year under review.

The Audit Committee consists of the following:

a) Mr. S. Gopalakrishnan - Chairman

b) Mr. T S Suresh Kumar - Member

c) Mr. P. E. Krishnan - Member

12) NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed in the website atwww.cerebracomputers.com The Composition, criterial for selection of Directors and the Terms of Reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

The Nomination and Remuneration Committee consists of the following:

a) Mr. S. Gopalakrishnan - Chairman

b) Mr. T S Suresh Kumar - Member

c) Mr. P. E. Krishnan - Member

13) VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement which is available on website of the Company and there were no cases reported during the last period.

14) RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No commission has been received by MD/WTD from a Company and/or receipt of commission / remuneration from it Holding or Subsidiary to be provided during the year under review.

15) DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

16) EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is attached as

Annexure I.

17) INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:

The Company has following Subsidiaries:

a) Cerebra LPO India Limited

b) Geeta Monitors Private Limited*

c) Cerebra Middle East FZCO, Dubai

d) Cerebra E Waste Recovery PTE Limited, Singapore

Financial performance of the Subsidiary Companies referred to in Section 129 of the Companies Act, 2013 in Form AOC-1 is annexed to this Report as Annexure-II.

*Geeta Monitors Private Limited ceased to be Subsidiary Company consequent upon the disinvestment of 51% stake.

The policy for determining material Subsidiaries as approved by the Board is uploaded on the Company's website at_www.cerebracomputers.com  

18) AUDITORS:

The Auditors, Messrs Ishwar&Gopal, Chartered Accountants, Bangalore (registered with ICAI membership number 021748), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of fiveyears from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting.

The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein.

AUDITORS' REPORT:

Regarding emphasis matter of Auditors Report dated 29th May 2015, suitable views are explained in the note no. 29 (11 & 12) of the notes to accounts.

Your Directors report that Hon'ble Additional City Civil Court Bangalore, has issued an interim injunction order from exercising their rights of alienating, encumbering or creating any manner of charge or third party rights with regard to the allotment of 2300000 Shares to Cimelia Resource Recovery Pte Limited, 3600000 Shares to Restorer Corp Pte. Ltd (Formerly known as Scenic Overseas (S) Pte Ltd) and 3300000 Shares to Leytron Technology Pte Ltd at a premium of Rs. 7.50 per Share on the grounds of non performance of their obligations under the Master Services Agreements signed with them for setting up the E Waste Recycling Plant in India.

Further to this arbitration proceedings have been initiated against them.

Regarding the trade receivables the management is hopeful of recovering the amount from debtors and hence no provision has been made.

19) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Parameshwar G Bhat, Bangalore, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in the form of MR-3 is annexed to this Report as Annexure III.

21) RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 26 employees as of March 31, 2015. Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 (1) (2) (3) of the Companies (Appointment and Remuneration) Rules, 2014, details/disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed to this reportas Annexure - IV.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month as the case may be. Therefore statement/ disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

22) DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2015.

23) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

24) DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company's management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

25) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013.

During the year under review, the Company has not given any Loan, Guarantees or made Investments within the meaning of Section 186 of the Companies Act, 2013.

26) RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework.

27) CORPORATE SOCIAL RESPONSIBILTY POLICY :

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

28) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

29) RELATED PARTY TRANSACTIONS :

There are no related party transactions during the year for disclosure.

30) FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

MANAGEMENT DISCUSSION AND ANALYSIS:

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

31) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE where the Company's Shares are listed.

32) CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is attached to this report as Annexure V.

Certificate from the Practising Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

33) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A policy on Prevention of Sexual Harassment at Workplace has been released by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Three member Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

No complaints pertaining to sexual harassment was reported during the year.

34) FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014) During the year under review, No fraud has been reported.

35) ACKNOWLEDGEMENTS:

The Directors wishes to place on record their appreciation for the sincere and dedicated efforts of all employees. Your Directors would also like to thank the Shareholders, Bankers and other Business associates for their sustained support, patronage and cooperation.

For and on behalf of Cerebra Integrated Technologies Limited

V Ranganathan

Managing Director DIN: 01247305

Shridhar S Hegde

Whole Time Director DIN: 01247342

 Place : Bangalore

Date : 14th August, 2015