Your Directors have pleasure in submitting their Nineteenth Annual Report of theCompany together with the Audited Financial Statements for the year ended March 31 2017.
1) FINANCIAL RESULTS
We are delighted to present the report on our financial results for the year endedMarch 31 2017.
|Particulars || |
| ||2017 ||2016 ||2017 ||2016 |
|Total Income ||161.57 ||125.84 ||169.29 ||134.07 |
|Profit before interest depreciation and taxes ||34.53 ||26.15 ||38.91 ||23.88 |
|Finance Cost ||15.05 ||11.05 ||15.40 ||11.54 |
|Depreciation ||3.57 ||2.89 ||3.64 ||3.03 |
|Provision for income tax ||5.20 ||4.79 ||4.92 ||4.79 |
|Prior Period item: || || || || |
|Depreciation ||0 ||0 ||0 ||0 |
|Employee benefit ||0 ||0 ||0 ||0 |
|Net Profit for the year ||10.72 ||7.42 ||14.95 ||4.52 |
|Dividend ||1.14 ||0.91 ||1.14 ||0.91 |
|Dividend tax ||0.23 ||0.19 ||0.23 ||0.19 |
|Net worth ||53.13 ||43.55 ||55.81 ||40.71 |
|Earnings per Share (EPS) (Basic) ||11.78 ||8.19 ||16.43 ||4.99 |
|Earnings per Share (EPS) (Diluted) ||11.69 ||8.07 ||16.31 ||4.92 |
2) COMPANY'S PERFORMANCE:
Total Income on Standalone basis in Financial year 2016-17 increased to '161.57 Cr from'125.84 Cr in the previous year 2015-16 at a growth rate of 28%. Profit before interesttax depreciation (EBITD) were '34.53 Cr registering a growth of 32% over EBITD of '26.15Cr in 2015-16. Profit before tax (PBT) for the year was '15.92 Cr recording a growth of30% over the PBT of '12.21 Cr in 2015-16. Profit after tax (PAT) for the year was '10.72Cr recording a growth of 44% over the PAT of '7.42/- in 2015-16.
Our Total Income on Consolidated basis in financial year 201617 increased to '169.29 Crfrom '134.07 Cr in the previous year 2015-16 at a growth rate of 26 %. Profit beforeinterest tax depreciation (EBITD) was '38.91 Cr registering a growth of 63% over EBITDof '23.88 Cr in 2015-16. Profit before tax (PBT) for the year was '19.88 Cr recording agrowth of 114% over the PBT of '9.31 Cr in 2015-16. Profit after tax (PAT) for the yearwas '14.95 Cr recording a growth of 231 % over the PAT of '4.52 Cr in 2015-16.
In continuation of earlier trend of declaring dividend and keeping in mind the overallperformance and the outlook for your Company the directors are pleased to recommend forapproval of the members at the ensuing Annual General Meeting a final dividend of '1.25/- per share for the financial year 201617 aggregating to ' 1.26 Cr. The equitydividend outgo for the Financial Year 2016-17 if approved by the members would involve acash outflow of '1.51 Cr including dividend tax for financial year 2016-17.
The Final Dividend subject to the approval of Members at the Annual General Meeting onSeptember 26 2017 will be paid on or before October 09 2017 to the Members whose namesappear in the Register of Members as on the date of book closure i.e. from September 212017 to September 26 2017 (both days inclusive).
4) TRANSFER TO RESERVES:
The Company has not transfer any amount to the general reserve account during thereporting period.
5) EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 isannexed herewith as Annexure 6 to Director's Report as per section 92(3) of Companies Act2013.
6) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the notes to the standalone financial statements provided in this AnnualReport.
7) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The Company has adequate internal systems and follows procedures for purpose ofidentification and monitoring of related party transactions. All related partytransactions are periodically placed before the Audit Committee for review and approvalas appropriate. The Company is listed on SME platform of BSE thus the provisions ofregulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015regarding formulation of policy on materiality of related party transactions is notapplicable to the Company. There were no materially significant related party transactionsmade by the Company with promoters Directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. Particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended asAnnexure 2 to the Board's report.
8) STATE OF COMPANY'S AFFAIRS:
Your Company offers state-of-the-art Geospatial Engineering & IT Solutions. Itbrings together deep domain expertise strong financials skilled resource base and morethan 18 years of experience in meeting a variety of customer needs in geospatialengineering and IT services. Your Company offers value- added services to companiesrequiring help in getting spatial information mapped and interpreted.
Your Company focuses on providing a high quality end-user experience whilestreamlining the underlying workflows and improving efficiency. Our present domainexpertise includes GIS Remote Sensing Photogrammetry Energy System and Solutions Waterand sewerage systems and solutions Engineering Design Services and Customized ApplicationDevelopment. Our solutions have wide market segment addressability. With that in mind wehave internally restructured our technology solutions portfolio into three businesssegments: Government Infrastructure Defence & Homeland Security; which alsocoincides our re-branding efforts. In terms of initiatives we have started the HeritageMapping domain which would assist the Archaeology department within the Governments. Wealso initiated and introduced LiDAR (Laser based technology) for Highway asset management(also called Road Asset Management System - RAMS). Your company is very well positioned toaddress these large opportunities. Your company always takes pride in its cutting-edgeinfrastructure facility at all its branches spread across 3 continents.
9) MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
The Board of Directors at their meeting held on May 24 2017 approved the resignationof Mr. Sameer Meghe with effect from May 31 2017. The Board of Directors at their meetingheld on June 30 2017 approved the appointment of Mr. Atul Dev Tayal as AdditionalDirector; resignation of M/s. Shah Baheti Chandak and Co. Statutory Auditor of theCompany with effect from July 01 2017; resignation of M/s. V. K. Surana and Co. InternalAuditor of the Company with effect from June 30 2017; recommended the increase inAuthorized Capital from Rs. 10 Crore to Rs. 20 Crore: change in remuneration of Mr. SagarMeghe; Change in term and remuneration of Mr. Amit Somani and Mr. Abhay Kimmatkar; issueof Bonus Shares in the ratio of 1 share of every ten shares held; Change of Name from'ADCC Infocad Limited" to "Ceinsys Tech Limited"; Appointment of Mr. AtulDev Tayal as Managing Director with the Nomenclature of Vice Chairman and Sr. ManagingDirector and alteration in Articles and Memorandum of Association to give effect ofincrease in Authorized Capital and change of Name of the Company for shareholders'approval. The shareholders approved through E-voting and Postal Ballot form all the agendaitems mentioned in Postal Ballot Notice and the result of which declared on 04th August2017.
The Board of Directors in their meeting held on July 14 2017 approved the appointmentof Mr. Dhruv Kaji and Mr. Satish Wate as Additional Director; appointment of M/s. V. K.Surana & Co. as Management Auditor of the Company; appointment of M/s. Shah BahetiChandak and Co. as Internal Auditor of the Company; appointment of M/s. Price WaterhouseChartered Accountants LLP as Statutory Auditors of the Company subject to Shareholders'approval at the ensuing General Meeting. Further Mrs Renu Challu was appointed asAdditional Director in the Independent Director Category in their meeting held on August31 2017.
10) FIXED DEPOSITS:
In terms of the provision of Sections 73 of the Companies Act 2013 read with therelevant rules your Company has not accepted any fixed deposits during the year underreview.
11) MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reporton the financial condition and result of consolidated operations of the Company for theyear under review is presented in a separate section forming part of the Annual Report.
As on March 31 2017 we have five subsidiaries which are as follows:-
1. ADCC Infocom Private Limited;
2. AI Instruments Private Limited;
3. ADCC International East Africa Limited;
4. ADCC Tech Limited and
5. ADCC Technology Zambia Limited.
During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a statement containing the salient features ofthe financial statement of our subsidiaries in the prescribed format AOC-1 is appended asAnnexure 1 to the Board's report.
The statement also provides the details of performance financial positions of each ofthe subsidiaries. These documents will also be available for inspection during businesshours at our registered office in Nagpur India.
During the year there were no Non-current investments in the subsidiaries.
Your Company conducts its strategic planning through a defined and structuredmechanism. Your Company builds up an integrated platform in IT Geospatial &Engineering Tech Solutions which enables us to serve our clients to the best ofrequirements. In order to fulfil these objectives and to meet the demands of present andfuture the Company in consultation with PriceWaterhouse Coopers has developed a StrategicManagement Plan which deals with challenges opportunities and new initiatives that wouldlead to growth for company and its Stakeholders.
As Ceinsys embarks on its next phase of growth and taken a path of becoming a worldclass IT organization it is looking to achieve the following:
Identify attractive growth opportunities which have immediate adjacencies toour capabilities in IT Geospatial & Engineering Solutions areas.
Design an appropriate business strategy and operating model to support thegrowth of its current and new businesses.
Transform its current operating architecture (including processes organizationstructure and systems) to align with its business objectives and requirements.
Assess the financial viability / attractiveness of its business over a 5yearperiod.
Envisioning these objectives the Top Management has launched Strategic Initiativecalled "Pa (P Cube)" for transforming the business landscape of theCompany in sync with its Vision 2022 and competitive market structure. Your Company hasdeveloped Vision 2022 plan by which Company has the vision of growing manifold. The Vision2022 document created talks about 3 projects:
Project Prithvi driven by Top Management Team for deciding the business Go ToMarket strategy and overall business plan for five years.
Project Parivartan: An initiative to audit standardize streamline & developprocesses that would help Middle Management Team and in turn the company to holisticallymanage its organisation structure processes practices
employees customers & infrastructure in accordance with its business objectives.
Project Prayas: A continues assignment of involving all the employees in the growthpath that company is envisaging by way of designing & implementing effective systemsof Learning & Development Employee Engagement & Performance Management System.
B. Human resources management
Human resources forms back bone of the organization. Your Company focuses on allaspects of the employee lifecycle. In Ceinsys Retention has been identified as one of theareas within HR to strategize upon. As a part of HR initiative for retentions we havespecifically implemented some Industry Best practices with employee Benefits. The Companyperiodically arranges Rewards and Recognitions programs at the right time for the rightresource and they are in the form of monetary rewards Paid Vacations for extraordinaryperformances certificates Awards. Company conduct Regular surveys and Audits to judgeemployee Satisfaction and reviews for changes accordingly. Your Company set Target basedincentive plans and Timely annual Appraisals. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs.
The focus of the HRD during FY 16-17 was to give the human resources the chance togrow and nurture themselves in the organization. The focus is to develop the employeecapability while maintaining a work life balance which in turn will ensure a holisticgrowth of each and every employee of Ceinsys. This approach will strengthen our aim toconsider our employees as human assets. The focus is also on training and developmentwhere in each employee a mandatory 48 hours of training to enhance their skills. Anotheraspect to build a skilled workforce was to decentralize the recruitment process andconduct various walk in interviews at project sites to hire local talent. Recruitment isdone to increase the diversity and knowledge base within the company.
Internship MOUs were tied up with prestigious institutes for obtaining graduates &post-graduates students for internship programs at your Company who are subsequentlyoffered a permanent position with the company based on performance. Structured insurancepolicies are created and the information is conveyed to all employees for their well-beingand benefit. Ceinsys follows Rating Scale appraisal methodology. Self-appraisal as well asreporting authority's evaluation is considered. Employees are also given a chance topresent their views to the top management directly as well. Employee Engagement survey wasone such important survey conducted amongst employees which yielded a result of more than90% trust amongst employees on its top management.
On the welfare side Annual Sports Day is conducted to make employees realize theimportance of physical Fitness health camp was also successfully done as a part ofwelfare of Head Office and branch offices.
14) RISK MANAGEMENT:
For your Company Risk Management is an integral and important component of CorporateGovernance. Your Company believes that a robust Risk Management ensure adequate controlsand monitoring mechanisms for a smooth and efficient running of the business. A risk-awareorganization is better equipped to maximize the shareholder value. Your Company has awell-defined risk management framework in place. The risk management framework works atvarious levels across the Company. These levels form the strategic defense cover of theCompany's risk management. The Company has a robust organizational structure for managingand reporting on risks. The Company follows well established and detailed risk assessmentand minimization procedures which are periodically reviewed by the Board. The Company'sBusiness Risk Management Framework helps in identifying risks and opportunities that mayhave a bearing on the organization's objectives assessing them in terms of likelihood andMagnitude of impact and determining a response strategy.
15) CORPORATE GOVERNANCE:
Your Company strives to ensure that best corporate governance practices are identifiedadopted and consistently followed. Your Company believes that good governance is the basisfor sustainable growth of the business and for enhancement of stakeholder value. YourDirectors reaffirm their continued commitment to good corporate governance practices. Itis an ethically driven business process that is committed to values aimed at enhancing anorganization's brand and reputation. This is ensured by taking ethical business decisionsand conducting business with a firm commitment to values while meeting stakeholders'expectations. The Company presents a statement of all related party transactions beforethe Audit Committee. A detailed report on Corporate Governance forms an integral part ofAnnual Report and is set out as separate section therein.
As required under SEBI (Listing obligation and disclosure requirement) regulation2015 the Practicing Company Secretary's Certificate is appended as Annexure-11.
The appended report does not contain any qualification reservation or adverse remarks.
16) CHANGE IN AUDITORS:
M/s. Shah Baheti Chandak & Co. Chartered Accountants have shown theirunwillingness to continue as Statutory Auditors of the Company. They have given theirresignation which was placed on Board in their Meeting held on June 30 2017 and acceptedwith effect from July 01 2017. The Board of Directors upon the recommendation of AuditCommittee in their Meeting held on July 14 2017 approved the appointment of M/s.PriceWaterHouse Chartered Accountants LLP to fill the casual vacancy caused due toresignation of the existing Statutory Auditors.
M/s. PriceWaterHouse Chartered Accountants LLP has confirmed their eligibility andwillingness to accept office if appointment is approved by the Members of the Company.The appointment of Statutory Auditors is subject to the approval of the Members of theCompany. The Board of Directors in their meeting held on August 31 2017 have recommendedto appoint M/s. PriceWaterHouse Chartered Accountants LLP as Statutory Auditors of theCompany for a period of 1 year subject to the approval of Shareholders in the ensuingGeneral Meeting. Further on the recommendation of Audit Committee the Board of Directorsat its meeting held on July 14 2017 appointed M/s Shah Baheti Chandak & Co.Chartered Accountants as Internal Auditors and M/s V.K Surana & Co. CharteredAccountants as Management Auditors of the Company for Financial Year 2017-18.
Auditors' report is self-explanatory and therefore does not require further commentsand explanation.
17) SECRETARIAL AUDITORS' REPORT:
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 hasappointed Mr. Sushil Kawadkar Practicing Company Secretary to undertake the SecretarialAudit of the Company. In terms of provisions of sub-section 1 of section 204 of theCompanies Act 2013 the Company has annexed to this Board Report as Annexure-5 aSecretarial Audit Report given by the Secretarial Auditor.
18) BOARD OF DIRECTORS AND ITS MEETINGS:
The Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of Executive Non-Executive and Independent Directorsincluding Woman Directors. The Board provides strategic guidance and direction to theCompany in achieving its business objectives and protecting the interest of thestakeholders.
One meeting of the Board of Directors is held in each quarter. Additional meetings ofthe Board are convened as may be necessary for proper management of the businessoperations of the Company. Separate meeting of Independent Directors is also held at leastonce in a year to review the performance of NonIndependent Directors the Board as a wholeand the Chairman.
The details pertaining to the composition terms of reference etc. of the Board ofDirectors of the Company and the meetings thereof held during the financial year are givenin the Report on Corporate Governance section forming part of this Annual Report.
19) DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. Based onthe framework of internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2016-17.
20) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of Section 152 of the Companies Act 2013 and Article 134 of the Articles ofAssociation of your Company Dr Abhay Kimmatkar Director is liable to retire by rotationat the Nineteenth Annual General Meeting. Dr Abhay Kimmatkar has confirmed his eligibilityand willingness to accept the office of the Director of your Company if confirmed by theMembers at the ensuing Annual General Meeting.
In the opinion of your Directors your Company will continue to benefit from Dr AbhayKimmatkar in his capacity as the Joint Managing Director of your Company. Your Directorstherefore recommend that the proposed resolution relating to appointment of Dr AbhayKimmatkar be passed.
The Board appointed CA Dhruv Kaji and Dr Satish Wate as an Additional director underthe Non-Executive Independent Category with effect from 14th July 2017. They will holdtheir respective offices upto the date of ensuing Annual General Meeting. Mrs Renu Challuis appointed as an Additional Director under Non-executive Independent category witheffect from August 31st 2017.
Pursuant to Section 160 of the Companies Act 2013 your Company has received separatenotices proposing the appointments of CA Dhruv Kaji Dr Satish Wate and Mrs. Renu Challuas Independent Directors on the Board at the said Annual General Meeting. Accordingly theBoard recommends their appointments as Independent Directors. The resolution confirmingthe above appointments forms part of this notice. We seek your support in confirming theabove appointments.
21) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the directors' report.
22) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:
The Board of the Company comprises eight Directors out of which four Directors areindependent. All independent Directors of the Company have declared and confirmed thatthey meet with the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and Regulation 16(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
23) BOARD EVALUATION:
The provision of sec. 149(8) of Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Further Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated.
The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance evaluation of the Board its Committees and individual directors includingIndependent Directors.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report section in this Annual Report. Recommendations andsuggested areas of improvement for the Board its various committees and the individualDirectors were considered by the Board. The Board approved the evaluation results ascollated by the nomination and remuneration committee.
24) COMMITTEES OF THE BOARD:
During the year under report the Board of Directors of your Company constituted thefollowing Committees of the Board. The details of the powers functions composition andmeetings of the Committees of the Board held during the year are given in the Report onCorporate Governance section forming part of this Annual Report.
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship and Grievance Committee
25) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are mentioned as Annexure 10 tothe Board's report.
26) EMPLOYEE STOCK OPTION PLANS:
The Nomination and Remuneration Committee (NRC) of the Board of the Company interalia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the applicable provisions of SEBI Guidelines. Your Company has issued andimplemented the Employees Stock Option Scheme ("Scheme") named as ADCC ESOP 2014in accordance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 ('the SEBI Regulation') as a measure to reward and motivateemployees as also to attract and retain the talent to its employees. Details of the stockoptions granted under ADCC ESOP 2014 is annexed to this Report as Annexure 8.
During the year under review the Company has allotted 38745 shares pursuant to 'ADCCEmployee Stock Option Plan 2014" on 10th of March 2017. The issuance of sharespursuant to the said scheme has resulted in the increase in number of Equity shares issuedby the Company which stands at 9138220 shares as on March 31 2017.
27) CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to conduct its business in a socially responsible ethical andenvironmental friendly manner and to continuously work towards improving quality of lifeof the communities in its operational areas. The Board of Directors at its meeting held onMay 08 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordancewith Section 135 of Companies Act 2013 read with rules formulated therein. The CSR agendais planned in consultation with the CSR committee members through a systematic independentneed assessment. We believe in positive relationships that are built with constructiveengagement which enhances the economic social and cultural well-being of individuals andregions connected to our activities. The Company pursuant to the recommendation of the CSRCommittee had adopted a detailed policy on Corporate Social Responsibility and alsodiscussed and identified the core areas in which the CSR activities was proposed to becarried out in the CSR Committee Meetings from time to time. The Corporate SocialResponsibility Policy can be accessed on the Company's website at the link:http://ceinsys.com/investors/Policies/ Corporate-Social-Responsihility-Policy.pdf
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure 7 of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014.
28) VIGIL MECHANISM (WHISTLE BLOWER POLICY):
In terms of the section 177(9) of companies act 2013 and rules framed thereunder yourCompany has established a "Whistle Blower Policy and Vigil Mechanism' for directorsand employees it provides a channel to the employees to report to the appropriateauthorities concerns about unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct policy and provides safeguards against victimization ofemployees who avail the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in exceptional cases. Protected disclosures can be made by a whistleblower through an e-mail or dedicated telephone line or a letter to the concernedauthorities. The details of the vigil mechanism (whistle blower policy) are given inAnnexure 9 of this board report.
26) PREVENTION OF INSIDE TRADING:
The Securities and Exchange Board of India (SEBI) vide notification dated January 152015 has put in place a new framework for prohibition of Insider Trading in Securities andto strengthen the legal framework thereof. These new regulations of the SEBI under theabove notification have become effective from May 15 2015. Accordingly the Board hasformulated Insider Trading Policy in accordance with Regulation 8 & 9 of InsiderTrading Regulations 2015 for regulating monitoring and reporting of Trading of Shares byInsiders. The Code lays down guidelines procedures to be followed and disclosures to bemade while dealing with shares of the Company. The copy of the same is available on thewebsite of the Company at the link: http://ceinsys.com/investors/Policies/lnsider-Trading-Policy.pdf
30) LEGAL GOVERNANCE AND BRAND PROTECTION:
Your Company continued to focus on the key areas and projects within the LegalCompliance and Corporate Affairs functions. The Company has established a vigil mechanismfor Directors and employees to report their genuine concerns details of which have beengiven in the Corporate Governance Report annexed to the Board's Report.
31) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedure applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries and reportsthe same on quarterly basis to Audit Committee.
32) ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most importantstakeholders.Accordingly your Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation.
33) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company' future operations.
34) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013 (SHWWA):
Ceinsys's quest for competitive excellence consists of its commitment to lawful andethical conduct and adherence to its values. Integrity honesty and respect for peopleremain some of its core values. Your Company is committed to providing a work environmentthat is professional and mature free from animosity and one that reinforces our value ofintegrity that includes respect for the individual. The Company has always believed inproviding a safe and harassment free workplace for every individual working in theCompany's premises through various interventions and practices.
The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
All employees are treated with dignity with a view to maintain a work environment freeof sexual harassment whether physical verbal or psychological. The Policy aims to developa harmonious and productive working environment free from sexual harassment. The Companyalso ensures all allegations of sexual harassment are investigated and dealt witheffectively and appropriately.
Your Directors place on record their appreciation to the Government of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express our sincereappreciation for their continued co-operation and assistance. We look forward to theircontinued support in future. We wish to thank our bankers investors rating agenciescustomers and all other business associates for their support and trust reposed in us.
Your Directors express their deep sense of appreciation for all the member of theCeinsys family whose commitment co-operation active participation dedicated effortsconsistent contribution and professionalism at all levels has made the organization'sgrowth possible.
Finally the Directors thank you for your continued trust and support.
| ||For and on behalf of the Board of Directors |
|Place: Nagpur ||Sagar Meghe |
|Date: August 31st 2017 ||Chairman |