Dear Members,
Your Board of directors have pleasure in submiffing 25th (Twenty-Fifth)
Board's Report on the business and operations of your Company for the financial year ended
March 31, 2023.
Results of Your Company's operations and Company's Performance
(Rs. In Lakhs)
|
Standalone |
Consolidated |
Particulars |
2023 |
2022 |
2023 |
2022 |
I. Revenue from Operations |
116,704.41 |
19,619.55 |
21,949.81 |
20,288.64 |
II. Other Income |
106.49 |
131.03 |
239.89 |
167.68 |
III. Total income (I + II) |
16,810.90 |
19,750.58 |
22,189.70 |
20,456.32 |
IV. Expenses |
|
|
|
|
Operating Expenses |
6,891.50 |
11,912.84 |
6,885.83 |
11,912.84 |
Employee Benefits Expenses |
5,374.01 |
3,215.74 |
8,211.51 |
3,620.90 |
Finance Costs |
835.42 |
922.63 |
844.40 |
922.95 |
Depreciation and Amortisation Expenses |
287.31 |
291.11 |
449.76 |
302.53 |
Admin & Other Expenses |
2,544.38 |
2,294.37 |
3,680.62 |
2,535.42 |
Total Expenses (IV) |
15,932.62 |
18,636.69 |
20,072.12 |
19,294.64 |
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV) |
878.28 |
1,113.89 |
2,117.58 |
1,161.68 |
VI. Exceptional item |
- |
- |
773.26 |
186.08 |
VII. Profit/(Loss) before tax (V+VI) |
878.28 |
1,113.89 |
2890.84 |
1347.76 |
VIII. Tax expenses |
-242.27 |
-346.89 |
197.88 |
-395.85 |
IX. Profit/(Loss) for the period/year after tax (VII + VIII) |
636.01 |
767.00 |
3088.72 |
951.91 |
X. Total Other Comprehensive Income |
1.45 |
-24.09 |
192.17 |
-27.58 |
XI. Total Comprehensive Income for the year (IX+X) |
637.46 |
742.91 |
3280.89 |
924.33 |
XII. Paid-up Equity Share Capital (Face value of Rs. 10/-each) |
1,543.14 |
1,543.14 |
1,543.14 |
1,543.14 |
XIII. Earnings Per Equity Share of Rs.10/- each: |
4.12 |
6.55 |
20.02 |
8.12 |
Financial Position
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
Equity |
|
|
|
|
Equity Share Capital |
1,543.14 |
1,543.14 |
1,543.14 |
1,543.14 |
Other Equity |
15,714.87 |
14,430.89 |
18,287.07 |
14,743.07 |
Non-controlling Interest |
- |
- |
- |
795.74 |
Total Equity |
17,258.01 |
15,974.03 |
19,830.21 |
17,081.95 |
Non-Current Liabilities |
89.56 |
39.86 |
234.98 |
183.09 |
Current Liabilities |
10,449.14 |
11,977.39 |
11,223.71 |
12,608.25 |
Total Liabilities |
10,538.70 |
12,017.25 |
11,458.69 |
12,791.34 |
Equity + Liabilities |
27,796.71 |
27,991.28 |
31,288.90 |
29,873.29 |
Property, Plant and Equipment |
1,638.76 |
2,098.44 |
1,990.37 |
2,400.68 |
Intangible Assets |
21.46 |
55.39 |
2,017.75 |
2,083.00 |
Other Non-Current Assets |
8,814.02 |
7,074.40 |
5,224.13 |
3,393.21 |
Current Assets |
17,322.47 |
18,763.05 |
22,056.65 |
21,996.40 |
Total Assets |
27,796.71 |
27,991.28 |
31,288.90 |
29,873.29 |
1. Financial Performance Revenue - Standalone
On a standalone basis in financial year 2022-23, our Revenue from operations has shown
a decrease of 14.86% which resulted decrease of Revenue to Rs. 16,704.41 lakhs in FY
2022-23 as compared to previous FY 2021-22 which was Rs. 19,619.55.
Revenue - Consolidated
On consolidated basis in financial year 2022-23, our Revenue from operations has shown
an increase of 8.19% which resulted increase of Revenue to Rs. 21,949.81 Lakhs in FY
2022-23 as compared to financial year 2021-22 which was Rs. 20,288.64.
Profits - Standalone
On a standalone basis in financial year 2022-23, the profit before tax and exceptional
items has shown a decrease of 21.15% in current FY 202223 and stood at Rs. 878.28 Lakhs
and Profit after exceptional items and tax stood at Rs. 636.01 lakhs. Whereas, in FY
2021-22 the profit before tax and exceptional items stood at Rs. 1,113.89 Lakhs and Profit
after exceptional items and tax at Rs. 767.00 lakhs.
Profits - Consolidated
On consolidated basis in financial year 2022-23, the profit before tax and exceptional
items has shown an increase of 114.49% and stood at Rs. 2,890.84 lakhs in FY 2022-23.
Profit after exceptional items and tax is Rs 3,088.72 lakhs in FY 2022-23. Whereas, in FY
2021-22 the profit before tax and exceptional items stood at Rs. 1,347.76 Lakhs and Profit
after exceptional items and tax at Rs. 951.91 lakhs.
EPS- Standalone
On Standalone basis, basic earnings per share decreased to Rs. 4.12 for financial year
2022-23 as compared to basic earnings per share of Rs. 6.55 for last financial year
2021-22.
EPS- Consolidated
On Consolidated basis, basic earnings per share increased to Rs.20.02 for financial
year 2022-23 as compared to basic earnings per share of Rs. 8.12 for last financial year
2021-22.
2. Dividend
Your directors have recommended a final dividend of Rs. 2.00 per Equity share for
financial 2022-23 aggregating to Rs.308.63 Lakhs subject to approval of Shareholders at
the ensuing 25th Annual General Meeting of the Company to be held on September
16, 2023.
3. Share Capital Equity Shares
The Authorised Share Capital of the company as on March 31,2023 was increased from ?
20,00,00,000/-(Rupees Twenty Crores) to ? 30,00,00,000/-(Rupees Thirty Crores) comprising
of 3,00,00,000 (Three crore) equity shares of Rs 10/- each.
The Paid-up Share Capital of the Company as on March 31, 2023 was ?
15,43,13,970/-comprising of 1,54,31,397 equity shares of ? 10/- each. There was no change
in the Share Capital during the year under review.
Employee Stock Options
In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the
Company has issued and granted Employee Stock Options under Ceinsys Employee Stock Option
Scheme 2022 - Plan 1 and Ceinsys Employee Stock Option Scheme 2022 - Plan 2 to the
eligible employees during the year on June 17, 2022. The aforementioned schemes are in
compliance with the terms of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SBEB Regulations). Moreover, no material changes have been
made to the schemes. The Company has obtained certificate from the Secretarial Auditor of
the Company stating that the aforementioned schemes have been implemented in accordance
with the SBEB Regulations and the resolutions passed by the members. The certificate will
be made available on request by members at the AGM. The details that are required to be
disclosed under SBEB Regulations can be accessed at https://www.ceinsvs.com/investor/ .
4. Transfer to Reserves
Your Company has not transferred any amount to the general reserve account during the
reporting period.
5. Capital Expenditure on Assets
During financial year 2022-23 the company incurred capital expenditure of Rs. 219.03
Lakhs as compared Rs. 189.15 Lakhs in the last financial year 2021-22.
6. Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company's
website https://www.ceinsys.com/investor/ .
7. Particulars of Loans, Guarantee and Investment
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
forms part of the Notes to the Standalone Financial Statements provided in this Annual
Report.
8. Public Deposits
Your Company has not accepted deposits within the meaning of the provision of Chapter V
of the Companies Act, 2013 read with the relevant Rules.
9. Maintenance of Cost Records
Your company is not required to maintain cost records under subsection (1) of section
148 of the Companies Act, 2013.
10. Particulars of Contracts or Arrangements made with Related Parties
All contracts/ arrangements/transactions entered by the Company during the financial
year with the related party were in its ordinary course of business except for Sale of
Solar Roof top plant, however all contracts/ arrangements/transactions entered by the
Company during the financial year with the related party were at arm's length basis.
Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been
made in the notes to the Standalone Financial Statements under Note No. 38 which forms
part of the Annual Report.
As per the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated and adopted Policy on Related
Party Transactions; details of the same are provided in Annexure-6 to the Board's Report.
During the reporting year, the Company has not entered into a contract/ arrangement/
transaction on arm's length basis which is considered material in accordance with the
definition of ma teriality as included in the Company's Related Party Transaction Policy
read with Regulation 23 of SEBI (LODR) Regulations, 2015 as amended from time to time.
However, there was related party transaction among Allygrow Technologies Private Limited
(Wholly Owned Subsidiary), Allygram Systems and Technologies Private Limited (Step down
subsidiary and Grammer AG and group entities of Grammer AG amounting to Rs. 3500 Lakhs
which was considered material related party transaction. The Company has taken approval of
Shareholders for entering into the said material related party transaction.
All related party transactions were made at arms' length basis and have no potential
conflict with the interest of the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is appended as Annexure-2 to this
Board's Report.
11. Material Events occurred after Balance Sheet date:
No material event except as mentioned below has occurred after the Balance Sheet date
to be reported:
The Shareholders on June 29, 2023 through postal ballot process approved,
material related party transaction amongst Allygrow Technologies Private Limited (Wholly
Owned Subsidiary), Allygram Systems and Technologies Private Limited (Step down subsidiary
and Grammer AG and group entities of GrammerAG amounting to Rs. 5,500 Lakhs.
The Shareholders on June 29, 2023 through postal ballot process approved
re-appointment of Dr. Abhay Kimmatkar (DIN: 01984134) as Managing Director of the Company
with effect from April 1, 2023.
The Shareholders on June 29, 2023 through postal ballot process approved
re-appointment of Mr. Rahul Joharapurkar (DIN:08768899) as Joint Managing Director of the
Company with effect from June 25, 2023.
The Board at its meeting held on July 7, 2023 approved the reappointment of M/s
Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory
Auditors of the Company for second term of 5 years to hold office from conclusion of 25th
Annual General Meeting (AGM) till the conclusion of 30th AGM. The approval of Shareholder
for re-appointment is sought by Ordinary Resoluffon in the ensuing 25th AGM of the
Company.
The Board at its meeting held on July 7, 2023 approved sale of Windmill located
at Satara, Maharashtra along with its Land where such windmill is located to Datta Meghe
Institute of Higher Educaffon and Research-Jawaharlal Nehru Medical College, a unit of
Datta Meghe Institute of Higher Education and Research.
The Board of Directors at its meeting held on August 11, 2023 have considered
the proposal for merger of Allygrow Technologies Private Limited, Wholly Owned Subsidiary,
with Ceinsys Tech Limited and has provided its in-principle approval to proceed with the
same, subject to the approval of the Shareholders, NCLT, Regional Director and all other
necessary regulatory approvals as may be required in this regard.
12. Board Policies
The details of the policies approved and adopted by the board as required under
Companies Act, 2013 and SEBI regulations are provided in Annexure-6 to the Board's
Report.
13. Risk Management
Your Company has sound systems to manage the risks. Management of Risk is an integral
and important component of Corporate Governance. This robust Risk Management system
ensures adequate controls and monitoring mechanisms for a smooth and efficient running of
the business.
Your Company's overall Risk Management Framework helps in identifying risks and
opportunities that may have a bearing on the organization's objectives, assessing them in
terms of likelihood and magnitude of impact and determining a response strategy. This
framework seeks to create transparency, minimize adverse impact on the business strategy
and enhance the Company's competitive advantage. This risk management system thus helps in
managing market, credit and operational risks and quantifies potential impact at a Company
level. Management Discussion & Analysis Report contains detailed information on the
risk management process of the Company.
14. Business Description and State of Company's Affairs
Ceinsys specializes in a diverse range of services such as Geospatial, Engineering,
Mobility Solutions, Machine Learning (ML) based manufacturing engineering solutions and
Artificial Intelligence (AI) solutions to a wide range of customers across various
industries.
The Company brings together deep domain expertise, strong financials, and a skilled
resource base to deliver high end solutions. Also, with Allygrow Technologies Private
Limited on board, Ceinsys is now pursuing GLOCAL - Global Reach and Local Delivery
model" which facilitates a unique business model of High End Engineering
combined with Operational Flexibility and Commercial Competitiveness" under a single
umbrella. This would help establishing new customer engagements and building longterm
strategic relationships.
Ceinsys Tech Limited's overall portfolio now spans across a varied industries and
domains, summarized below:
Geospatial Services:
Web GIS Integrated offerings providing end-to-end solutions in the Utilities,
Municipal, ULBS, and Agriculture domains and solutions for Data Acquisition and
Processing, Navigation and HD Mapping, Photogrammetry
Engineering solutions typically comprising consulting services for Water,
Sewage, Roads, Transportation, Infra and Construction, Project Management Consultancy
(PMC) and Third-Party Inspection (TPI).
New-age technology solutions like Lidar Data Capturing and Processing, UAV Data
capturing and processing, Laser Scanning and 3D Modelling, Point cloud extraction,
Photogrammetry Solutions, Digital Twin Engineering, and AI/ML-based solutions.
Mobility Services
Product engineering - Concept generation, Feasibility Studies, Packaging &
integration, Detail Engineering, Virtual Validation and Engineering Change Management
Manufacturing engineering - Consulting, Plant design and optimization, Tool
design, Simulation and Robotics Automation
Advanced technologies - IoT and IIOT for Industry 4.0, AI / ML based computer
vision solutions and paperless factory solutions
A One Stop Integrated Solution" approach adopted by the Company for
delivering the above services, has enabled it to differentiate itself from other players
and helped achieve a competitive edge in this fast-changing market. Furthermore, the
Company's philosophy of Enhancing Possibilities" will help deliver value added
solutions, to a variety of new customers and establish your Company as truly global
player.
On the aspect of strengthening the internal process, your Company continues to audit,
fine-tune, standardize, streamline, and develop processes that enables it to manage /
enhance itsorganizational structure, practices, policies, infrastructure and
partner/customer engagements in line with its business objectives.
15. Disclosure Requirements
As per SEBI Listing regulations, Corporate Governance Report with the Auditors
Certificate thereon and the Management Discussion and Analysis Report are attached
herewith and forms part of this Report.
The Company has devised a proper system to ensure compliance with the provisions of all
Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.
16. Human Capital Management
We attract highly skilled and educated people. As of March 31, 2023, our workforce is
967 in number.
At Ceinsys we value our people and the opportunity to engage them, we enhance their
possibilities.
Value of Employee Engagement:
We value our people and take various actions for employee engagement.
Organizational Training as per CMMI L5
We view professional development as a corporate responsibility ? a strategic
investment in our employees and the Company's future. The professional Development
benefits component helps the employees to enhance their potential.
Our self-directed learning culture encourages employees to learn at their own pace and
in a learning environment of their preference. Mandated certification and courses with
leaders that guide and support them in their development and high usage of learning apps.
Our repository carries more than 200+ certifications and 6000+ Manhours of training and
courses completed in the last 6 months Oct to March 2023.
Inclusion & Diversity
We are committed to an Equality, Inclusive and Diverse workforce. Ceinsys Tech has a
Diversity and Non-Discrimination Policy that guides our engagement in management and
hiring practices that promote diversity and inclusion.
Human Rights
We are committed to the protection and advancement of human rights. Our main human
rights-related focus areas are promoting good practice through our large and diverse
supply chain and supporting a diverse and inclusive corporate culture.
17. Management Discussion and Analysis
In terms of the provisions of Regulation 34 read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Management's Discussion and
Analysis Report is presented in a separate section forming part of this Annual Report.
18. Subsidiaries including Material Subsidiaries
We, along with our subsidiaries, provide consulting, technology, outsourcing and
next-generation digital services. The Company as a part of its strategic growth plan
acquired Allygrow Technologies Private Limited along with subsidiaries by way of its
strategic investment in two tranches which was completed on August 2, 2022. Allygrow
Technologies Private Limited is a technology-driven core engineering services company led
by passionate technocrats who hold decades of rich experience in building successful
strategic partnerships in the engineering services space. The company was incorporated on
July 6, 2015 with its headquarters in Pune, India. Over the last 7 years, the company has
built its core competencies both organically as well as inorganically in the Automotive
engineering services space and has a presence in US, Europe, and India and specializes in
Product design and Robotics automation (Manufacturing Engineering) services.
The Company as on March 31, 2023, has two direct wholly owned subsidiaries i.e. ADCC
Infocom Private Limited and Allygrow Technologies Private Limited, 6 step down
subsidiaries and i.e. Allygrow Technologies B.V, Technology Associates Inc. USA, Allygrow
Engineering Services Pvt Ltd, Allygram Systems and Technologies Pvt Ltd, Allygrow
Technologies, GmbH and Allygrow Technologies Ltd., UK out of which Allygrow Technologies
Private Limited, Technology Associates Inc. USA Allygram Systems and Technologies Private
Limited (JV Subsidiary Company) are Material Subsidiaries as per the thresholds laid down
under the Listing Regulations and Policy for determining material subsidiaries which is in
line with the Listing Regulations as amended from time to time.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, your Company has
prepared Consolidated financial statements of the Company and its subsidiary, which form
part of the Annual Report. Further, a statement containing the salient features of the
financial statement of your company's subsidiaries in the prescribed format AOC-1 is
appended as an Annexure-1 to the Board's Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the Consolidated financial statements and related information of the
Company and audited accounts of its subsidiary are available on our website,
www.ceinsys.com.
19. Corporate Governance
Your Company has adopted best corporate governance practices. These are further
consistently followed. Your Company believes that good governance is the basis for
sustainable growth of the business and for enhancement of stakeholder value. Your
directors reaffirm their continued commitment to good corporate governance practices. It
is an ethically driven business process that is committed to values aimed at enhancing an
organization's brand and reputation. This is ensured by taking ethical business decisions
and conducting business with a firm commitment to values, while meeting stakeholders'
expectations. A detailed report on Corporate Governance forms an integral part of this
Annual Report and is set out as separate section therein.
20. Audit reports and Auditors Audit reports
The Auditors' Report for FY 2022-23 provided by Statutory Auditors on Standalone
and Consolidated Financial Statements ('Financial Statements') does not contain any
qualification, reservation or adverse remark. The statements made by the Auditors in their
report are self - explanatory and do not call for any further comments. The Auditor's
Report is enclosed as separate section with the financial statements in this Annual
Report.
Statutory Auditors have also provided their independent report on effectiveness
of Internal Financial Controls over Financial Reporting which does not contain any
qualification, reservation or adverse remark. The Auditor's Report is enclosed as separate
section with the financial statements in this Annual Report.
The Company's Internal Audit is being conducted by Independent Auditors on
quarterly basis and they furnish their quarterly report on their observations to Audit
Committee for review.
The Secretarial Auditors' Report for FY 2022-23 does not contain any
qualification, reservation, or adverse remark. The statements made by the Secretarial
Auditors in his report are self - explanatory and do not call for any further comments. In
terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the
Company has annexed to this Board's Report as Annexure-4, a Secretarial Audit Report given
by the Secretarial Auditor.
The Secretarial Auditors' Report of Material Subsidiary i.e. Allygrow
Technologies Private Limited and Allygram Systems and Technologies Private Limited for FY
2022-23 are available on the website of the Companvwww.ceinsvs.com .
The Secretarial Auditor's certificate on the implementation of share-based
schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, will be made available on request at the AGM, electronically.
As required under SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015, the Practicing Company Secretary's Certificate on Corporate Governance
and nondisqualification of directors including KYC requirement is appended as Annexure-8.
The appended certificate does not contain any qualification, reservation or adverse
remarks.
Auditors
StatutoryAuditors
M/s Chaturvedi & Shah LLP, Chartered Accountants (FRN: 101720W/W100355), was
appointed as Statutory Auditors for a term of 5 consecutive years at the 20th Annual
General Meeting (AGM) held on September 29, 2018 till conclusion of 25th AGM to be held in
FY 2022-23. The Board at its meeting held on July 7, 2023 approved re-appointment of M/s
Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory
Auditors of the Company for second term of 5 years to hold office from conclusion of 25th
Annual General Meeting (AGM) till the conclusion of 30th AGM. The approval of Shareholder
for re-appointment will be sought by Ordinary Resolution in the ensuing 25th AGM of the
Company. M/s Chaturvedi & Shah LLP, Chartered Accountants has furnished a certificate
of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules
framed thereunder for their continuance as Statutory Auditors of the Company at the time
of re-appointment.
Internal Auditors
During the year, M/s V. K. Surana & Co. (FRN: 110634W) tendered their resignation
as an Internal Auditors of the Company due pre-occupations and other commitments with
effect from August 2, 2022. Your Company has appointed M/s PriceWaterhouseCoopers Private
Limited, as an Internal Auditors of the Company in place of M/s V. K. Surana & Co. for
a term of 2 consecutive years (i.e., 2022-2023 to 20232024) with effect from August 13,
2022 .
Secretarial Auditors
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. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial
Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the
Companies Act, 2013, the Company has annexed to this Board's Report as Annexure-4, a
Secretarial Audit Report given by him for financial year 2022-23.
21. Reporting of Fraud by Auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
22. Segment Reporting
Your Company's operating segments are established on the basis of those components of
the Company that are evaluated regularly by the Board in deciding how to allocate
resources and in assessing performance. These have been identified taking into account
nature of services, the differing risks and returns and the internal business reporting
systems.
23. Board of Directors and its Meeting
Your Company has a professional Board with right mix of knowledge, skills and expertise
with an optimum combination of Executive, Non- Executive and Independent Directors
including Woman Director. The Chairman of the Board is a Non-Executive Director. The Board
provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of the stakeholders. The Board met Eight (8) times
during the financial year.
The maximum interval between any two meetings did not exceed 120 days, as prescribed
under Companies Act, 2013.
The details pertaining to the composition, terms of reference, etc. of the Board of
Directors of the Company and the meetings thereof held during the financial year are given
in the Report on Corporate Governance section forming part of this Annual Report.
24. Investor Education and Protection Fund (IEPF)
During the year, the Company was not required to transfer any amount to Investor
Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.
25. Directors' Responsibility Statement
The Standalone and Consolidated financial statements are prepared in accordance with
Indian Accounting Standards (Ind AS) under the historical cost convention on accrual
basis, the provisions of the Act (to the extent notified) and guidelines issued by SEBI.
Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standards) Amendment Rules, 2016. Accounting policies have been consistently applied
except where a newly issued accounting standard is initially adopted or the revision to an
existing accounting standard requires a change in the accounting policy hitherto in use.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
I. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
II. They have 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
of the Company for that period;
III. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
IV. They have prepared the annual accounts on a going concern basis;
V. They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
VI. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
26. Internal Financial Controls with Reference to Financial Statements
Your Company has internal financial control systems to commensurate with the nature of
its business, size and complexity of its operations. Internal financial control systems
include policies and procedures which are designed to ensure reliability of financial
reporting, compliance with policies, procedure, applicable laws and regulations and that
all assets and resources are acquired economically, used efficiently and adequately
protected.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, audit performed by the Internal, Statutory and
Secretarial Auditors and the reviews performed by the relevant board committees, including
the audit and management committee, the board is of the opinion that the Company's
internal financial controls were adequate and effective during the financial year 2022-23.
For more details, refer to the 'Internal control systems and their adequacy' section in
the Management's discussion and analysis, which forms part of this Annual Report.
27. Declaration of I ndependence by Independent Director
Independent Directors of your Company has provided declarations under Section 149 (7)
of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets
with the criteria of independence, as prescribed under Section 149 (6) of the Companies
Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
28. Board Evaluation
The Board of Directors carried out an annual evaluation of its own performance, Board
Committees and individual Directors pursuant to the provisions the Companies Act, 2013 and
SEBI Listing Regulations.
The evaluation parameters and the process have been explained in Corporate Governance
Report.
29. Familiarization Program for Board Members
The Board members are provided with necessary documents / brochures, reports and
internal policies to enable them to familiarise with the Company's procedures and
practices. Periodic presentations are made on business and performance updates of the
Company, business strategy and risks involved. The Directors are also updated with various
regulations prevailing at the time and the new judicial pronouncements, if any.
30. Policy on Directors Appointment, Remuneration and other details
The Nomination and Remuneration Committee ('NRC') has adopted the policy and procedures
with regard to identification and nomination of persons who are qualified to become
directors and who may be appointed in senior management and the same is available on the
website of the company at https://www.ceinsvs.com/investors/Policies. This policy is
framed in compliance with the applicable provisions of Regulation 19 read with Part D of
the Schedule II of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 ('the Regulations') and Section 178 and other applicable provisions of
the Companies Act, 2013.
The details as required under Section 197 (12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided
in the Annexure- 3 of the Boards' Report.
31. Change in the position of Directors and Key Managerial Personnel
The following appointments, re-appointments and resignations were made during the year
and till the date of this report:
The Shareholders on May 16, 2022 through postal ballot process approved
appointment of Mr. Prashant Kamat (DIN: 07212749) as Director of the Company and also
approved his appointment as the Whole Time Director and Chief Executive Officer (CEO) with
nomenclature as the Vice Chairman and CEO of the Company for the period from February 17,
2022 to February 16, 2025;
Resignation of Mr. Rajesh Joshi from the post of Deputy Chief Financial Officer
of the Company with effect from June 1, 2022 and Mr. Sudhir Gupta was appointed in his
place as Deputy Chief Financial Officer of the Company with effect from June 1, 2022.
Re-appointment of Mr. Dhruv Kaji and Dr. Satish Wate as NonExecutive Independent
Directors of the Company for second term of 5 consecutive year with effect from July 14,
2022 to July 13, 2027, which was approved by Shareholders through Special Resolution at
the 24th Annual General Meeting (AGM) of the Company held on September 30, 2022. Approval
as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015 has been sought for
re-appointment of Mr. Dhruv Kaji as Non-Executive Independent Director of the Company at
the 24th AGM of the Company held on September 30, 2022.
Re-appointment of Mrs. Renu Challu as Non-Executive Independent Director of the
Company for second term of 5 consecutive year with effect from August 31, 2022 to August
30, 2027, which was approved by Shareholders through Special Resolution at the 24th Annual
General Meeting of the Company held on September 30, 2022. Approval as required under
Regulation 17(1A) of SEBI (LODR) Regulations, 2015 has also been sought for re-appointment
of Ms. Renu Challu as Non-Executive Independent Director of the Company at the 24 th AGM.
Re-appointment of Mr. Kishore Dewani as Non-Executive Independent Director of
the Company for second term of 5 consecutive years with effect from January 15, 2023 to
January 14, 2028, which was approved by Shareholders through Special Resolution at the
24th Annual General Meeting of the Company held on September 30, 2022.
Mr. Krishnan Rathnam tendered his resignation as the Chief Financial Officer of
the Company with effect from October 1, 2022 and Mr. Sudhir Gupta holding the position of
Deputy
Chief Financial Officer, was re-designated as Chief Financial Officer of the Company
with effect from August 13, 2022.
The Board on the recommendaffon of Nominaffon and Remuneraffon Committee at its
meeting held on March 26, 2023 re-appointed Dr. Abhay Kimmatkar as Managing Director of
the Company for a period of three (3) years with effect from April 1, 2023, which was
subsequently approved by Shareholders through postal ballot process on June 29, 2023.
The Board on the recommendation of Nomination and Remuneration Committee at its
meeting held on May 25, 2023 re-appointed Mr. Rahul Joharapurkar as Joint Managing
Director of the Company for a period of three (3) years with effect from June 25, 2023,
which was subsequently approved by Shareholders through postal ballot process on June 29,
2023.
Mr. Sudhir Gupta tendered his resignation from the post of Chief Financial
Officer(CFO) of the Company with effect from May 3, 2023 and CA Amita Saxena was appointed
as Chief Financial Officer (CFO) of the Company in his place with effect from May 3, 2023.
32. Committees of the Board
As on March 31, 2023, the Board has five committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Corporate Social Responsibility Committee
iv. Stakeholders Relationship & Investor Grievances Committee
v. Management Committee
The details of the powers, functions, composition and meetings of the Committees of the
Board held during the financial year 202223 are given in the Report on Corporate
Governance section forming part of this Annual Report.
33. Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo
The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are given separately as
Annexure-7 to the Board's Report.
34. Corporate Social Responsibility
The Company is committed to conduct its business in a socially responsible, ethical and
environmental friendly manner and to continuously work towards improving quality of life
of the communities in its operational areas. The Board of Directors at its meeting held on
July 26, 2014 had constituted Corporate Social Responsibility (CSR) Committee in
accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The
CSR agenda is planned in consultation with the CSR committee members through a systematic
independent need assessment. Your Company believes in positive relationships that are
built with constructive engagement which enhances the economic, social and cultural
well-being of individuals and regions connected to the Company's activities. Your Company
has adopted a detailed policy on Corporate Social Responsibility which was further amended
on March 31, 2022, The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company including the annual report on the Company's CSR activities are set out in
Annexure-5 of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
35. Secretarial Standards
The Company duly complies with all applicable secretarial standards issued by the
Institute of Company Secretaries of India.
36. Listing on stock exchange
The Company's shares are listed on BSE Limited.
37. Vigil Mechanism (Whistle Blower Policy)
In terms of the section 177(9) of companies act, 2013 and rules framed thereunder, your
Company has established a 'Vigil Mechanism Policy' and it provides a channel to the
employees to report to the appropriate authorities concerns about unethical behaviour,
actual or suspected, fraud or violation of the Company's code of conduct policy and
provides safeguards against victimization of employees who avail the mechanism and also
provide a direct access to the Chairman of the Audit Committee in exceptional cases.
Protected disclosures can be made by a whistle blower through an e-mail, or dedicated
telephone line or a letter to the concerned authorities. The details of the vigil
mechanism (whistle blower policy) are given in Annexure-6 of this Board Report.
38. Prevention of Insider Trading
The Securities and Exchange Board of India (SEBI) vide notification dated January 15,
2015 had put in place a new framework for prohibition of Insider Trading in securities and
to strengthen the legal framework thereof. These regulations of the SEBI under the above
notification had become effective from May 15, 2015. Whereas on December 31, 2018, the
regulations were amended with Securities and Exchange Board of India (Prohibition of
Insider Trading) (Amendment) Regulations, 2018 effective from April 1, 2019. Accordingly,
the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider
Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and
reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to
be followed and disclosures to be made while dealing with shares of the Company. The
details of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading are
given in Annexure-6 of this Board's Report.
39. Code of Conduct
The Directors, KMP's and Senior Management of the Company have affirmed compliance with
Code of Conduct applicable to them during the year ended March 31, 2023. The details of
the Code of Conduct for Directors, KMP's and Senior Management are given in Annexure-6 of
this Board's Report.
The Annual Report of the Company contains a certificate by the Vice Chairman and CEO,
on compliance declaration received from the Members of the Board, KMP's and Senior
Management as Annexure-9.
40. Legal, Governance and Brand Protection
Your Company continued to focus on the key areas and projects within the Legal,
Compliance and Corporate Affairs functions.
41. Enhancing Shareholders Value
Your Company believes that its Members are its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation.
42. Significant and Material Orders Passed by the Regulators or Courts or Tribunals
Impacting the Going Concern Status of the Company
There are no orders passed by the Regulators or Courts or Tribunals which would impact
the going concern status and the Company's future operations.
43. Credit Rating Obtained
During the year the Company did the Credit rating from CARE Ratings Limited for the
loans and credit facilities from Banks. The details of Ratings are provided in Corporate
Governance Report forming part of this Annual Report.
44. Sexual Harassment of Women at Workplace:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a Policy on Prevention of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The details of the policy are given in Annexure-6 of this Board's Report.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and its Registration. During the year, the Company
has not received any complaints of sexual harassment. The details of complaints filed,
disposed of and pending during the financial year pertaining to sexual harassment is
provided in Corporate Governance Report of this Annual Report.
45. Green Initiatives
Electronic copies of Annual Report 2022-23 and the Notice of 25th Annual General
Meeting shall be sent to all the members whose email addresses are registered with the
company/ depository participant. Physical copies of Annual Report will be sent to only to
those members who request the Company for the same once dispatch of Annual Report and
Notice of AGM through electronic means is completed.
46. Board Diversity
The Board comprises of adequate number of members with diverse experience and skills,
such that it best serves the governance and strategic needs of the Company. The Directors
are persons of eminence in areas such as business, industry, finance, law, administration,
economics etc. and bring with them experience and skills which add value to the
performance of the Board. The Directors are selected purely on the basis of merit with no
discrimination on race, colour, religion, gender or nationality. A brief profile of the
Directors are available on the website of the Company atwww.ceinsys.com.
47. Proceeding pending under the Insolvency and Bankruptcy Code, 2016.
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
48. CEO/CFO Certification
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with
this Annual Report as an Annexure-10.
49. Acknowledgement
Your directors place on record their appreciation to the Government, the Securities and
Exchange Board of India, the Stock Exchanges and other regulatory authorities for their
valuable guidance and support and wish to express our sincere appreciation for their
continued co-operation and assistance. We look forward to their continued support in
future as well. We wish to thank our bankers, investors, rating agencies, customers and
all other business associates for their support and trust reposed in us.
Your directors express their deep sense of appreciation for all the members of the
Ceinsys family whose commitment, co-operation, active participation, dedicated efforts,
consistent contribution and professionalism at all levels has made the organization's
growth possible. Your Board is thankful to you for the support and trust reposed in them
and the Company.
For and on behalf of Board of Directors |
|
Sd/- |
|
Prashant Kamat |
|
(Vice Chairman and CEO) |
Sd/- |
Place: Mumbai |
Dr. Abhay Kimmatkar |
Date: August 11, 2023 |
(Managing Director) |
|