Your Directors have pleasure in submitting 22nd (Twenty-Second) Board'sReport on the business and operations of your Company for the financial year ended March31 2020
Results of Your Company's operations and Company's Performance ^ )n LakhsJ
|Particulars || |
Standalone For the year ended March 31
Consolidated For the year ended March 31
| ||2020 ||2019 ||2020 ||2019 |
|I. Revenue From Operations ||19736.99 ||17338.08 ||19738.00 ||17639.70 |
|II. Other Income ||403.69 ||359.96 ||179.02 ||279.12 |
|III. Total income (1 + II) ||20140.68 ||17698.04 ||19917.02 ||17918.82 |
|IV. Expenses || || || || |
|Operating Expenses ||9270.98 ||8638.75 ||9270.98 ||8638.75 |
|Employee Benefits Expenses ||3474.03 ||4005.20 ||3532.79 ||4074.77 |
|Finance Costs ||1601.18 ||1621.38 ||1603.30 ||1621.38 |
|Depreciation and Amortisation Expenses ||387.59 ||423.06 ||387.98 ||423.51 |
|Admin & Other Expenses ||2042.55 ||2603.96 ||2051.52 ||2659.50 |
|Total Expenses (IV) ||16776.33 ||17292.35 ||16846.57 ||17417.90 |
|V. Profit/(Loss) Before Exceptional Items and Tax (lll-IV) ||3364.35 ||405.69 ||3070.46 ||500.92 |
|VI. Exceptional item ||- ||- ||- ||- |
|VII. Profit/(Loss) before tax (V+VI) ||3364.35 ||405.69 ||3070.46 ||500.92 |
|VIII. Tax expenses ||(856.79) ||(131.33) ||(855.56) ||(156.73) |
|IX. Profit/(Loss) for the period/year after tax (VII + VIII) ||2507.56 ||274.36 ||2214.90 ||344.19 |
|X. Total Other Comprehensive Income ||(10.13) ||0-62) ||(10.13) ||(9.62) |
|XI. Total Comprehensive Income for the year (IX+X) ||2497.43 ||264.74 ||2204.77 ||334.57 |
|XII. Paid-up Equity Share Capital (Face value of Rs.10/-each) ||1111.71 ||1111.71 ||1111.71 ||1111.71 |
|XIII. Earnings Per Equity Share of Rs.10/- each: ||22.56 ||2.47 ||19.92 ||3.10 |
|Particulars || |
Standalone For the year ended March 31
Consolidated For the year ended March 31
| ||2020 ||2019 ||2020 ||2019 |
|Equity || || || || |
|Equity Share Capital ||1111.71 ||1111.71 ||1111.71 ||1111.71 |
|Other Equity ||7643.86 ||5399.42 ||7883.72 ||5984.87 |
|Total Equity ||8755.57 ||6511.13 ||8995.43 ||7096.58 |
|Non-Current Liabilities ||283.77 ||508.16 ||283.77 ||508.15 |
|Current Liabilities ||15709.84 ||17773.12 ||15720.51 ||17782.47 |
|Total Liabilities ||15993.61 ||18281.28 ||16004.28 ||18290.63 |
|Equity + Liabilities ||24749.18 ||24792.41 ||24999.71 ||25387.21 |
|Property Plant and Equipment ||2424.79 ||2677.48 ||2426.90 ||2679.99 |
|Intangible Assets ||134.05 ||147.20 ||139.62 ||152.77 |
|Other Non-Current Assets ||1465.12 ||1368.36 ||1655.92 ||1555.06 |
|Current Assets ||20725.22 ||20599.37 ||20777.27 ||20999.39 |
|Total Assets ||24749.18 ||24792.41 ||24999.71 ||25387.21 |
1. Financial Performance Revenue-Standalone
On a standalone basis in financial year 2019-20 our Revenue from operations has showna considerable growth of 13.84% which resulted increase of Revenue to Rs. 19736.99 lakhsin FY 2019-20 from Rs. 17338.08 lakhs in last FY 2018-19.
Revenue - Consolidated
On consolidated basis in financial year 2019-20 our Revenue from operations has showna considerable growth of 11.90% which resulted increase of Revenue to Rs. 19738.00 lakhsin FY 2019-20 from Rs. 17639.70 lakhs in last FY 2018-19.
Profits - Standalone
On a standalone basis in financial year 2019-20 the profit before tax and exceptionalitems has shown a significant growth of Rs. 2958.66 lakhs which resulted in increase toRs. 3364.35 lakhs in current FY 2019-20 from Rs. 405.69 lakhs in last FY 2018-19. Profitafter exceptional items and tax is Rs. 2507.56 lakhs in FY 2019-20 as against Rs. 274.36in last FY 2018-19.
Profits - Consolidated
On consolidated basis in financial year 2019-20 the profit before tax and exceptionalitems has shown a significant growth of Rs. 2569.54 lakhs which resulted in increase toRs. 3070.46 lakhs in FY 2019-20 from Rs. 500.92 lakhs in last FY 2018-19. Profit afterexceptional items and tax is Rs. 2214.90 lakhs in FY 2019-20 as against Rs. 344.19 inlast FY 201819. '
Basic earnings per share increased to Rs. 22.55 for financial year 2019-20 as comparedto earnings per share of Rs. 2.47 for last financial year 201819.
The last Quarter of FY 2019-20 was greatly affected due to on-going COVID-19 pandemic.To contain this unprecedented pandemic situation Indian government had imposed acountry-wide lockdown from last week of March 2020 onwards. Your Company immediatelyresponded and initiated pro-active measures in line with government advisories. Theprimary focus was on employee welfare and at the same time your company ushered multiplesteps to minimize disruption in business operations.
Your Company immediately implemented Work from Flome (WFFI) model to enable employeesto work from the comfort of their home as well as to ensure continuity of businessoperations. Within a span of one weeki.e. by March 312020 more than 90% operations werecarried out through WFH with a corefocus on Customer fulfilment and delight. Thispro-active action has reinforced customer confidence in the Company and many of them haveexpressed their appreciation and gratitude for keeping their businesses running under mostchallenging conditions.
With the pro-active steps taken by the Company as mentioned above the Board is takingrequired steps so that the current pandemic should not materially affect the profitabilityand liquidity of the Company. Moreover in view of strict financial discipline maintainedyour Company would be able to service its debts and fulfil other financial obligations.Your Company has also put in place time bound real time internal financial reporting andminute controls. Being an ITES Company and the energetic measures implemented themanagement of your Company is looking forward to increased demand for its solutions in thecoming years. Similarly your Company is expecting that all the present and upcomingcontracts and agreements would be executed and satisfactory fulfilled and there will be noadverse impact on the Company.
Your Directors have recommended a final dividend of Rs. 2.50 per Equity share forfinancial 2019-20 aggregating to Rs. 277.93 lakhs subject to approval of Shareholders atthe ensuing Annual General Meeting of the Company to be held on September 302020.
4. Share Capital
The Share Capital as on March 312020 is Rs. 111170850/-.
5. Transfer to Reserves
Your Company has not transferred any amount to the general reserve account during thereporting period.
6. Capital Expenditure on Assets
During financial year 2019-20 the company incurred capital expenditure of Rs. 137.54Lakhs as compared to Rs. 467.97 Lakhs in the last financial year 2018-19.
7. Extract of Annual Report
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexute=5 to Board's Report as per section 92(3) of Companies Act 2013.
8. Particulars of Loans Guarantee and Investment
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.
9. Public Deposits
Your Company has not accepted deposits within the meaning of the provision of Chapter Vof the Companies Act 2013 read with the relevant Rules.
10. Maintenance of Cost Records
Your company is not required to maintain cost records under subsection (1) of section148 of the Companies Act 2013.
11. Particulars of Contracts or Arrangements made with Related Parties
All contracts/ arrangements/transactions entered into by the Company during thefinancial year with the related party were in its ordinary course of business and were atarm'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 NoteNo. 39 which forms part of the Annual Report.
As per the provisions of regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated and adopted Policy on RelatedParty Transactions; details of the same are provided in Annexi ire-7 to the Board'sReport.
The Company has not entered into any contract/ arrangement/ transaction with anyrelated party which is considered material in accordance with the definition ofmateriality as included in the Company's Related Party Transaction Policy. All relatedparty transactions were made on arms' length basis and have no potential conflict with theinterest of the Company.
Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is appended asAnnexure-2 to thisBoard's Report.
12. Material Events occurred after Balance Sheet date:
No material event except COVID pandemic and events mentioned below has occurred afterthe Balance Sheet date to be reported:
i. Mr. Mihir Dharkar tendered his resignation from the post of Director and ManagingDirector of the Company with effect from June 252020
ii. CA Dinesh Kumar Singh tendered his resignation from the post of Whole Time Directorand Chief Financial Officer of the Company with effect from June 252020.
iii. Mr. Arun Wankhede tendered his resignation from the post of NonExecutive andIndependent Director of the Company with effect from June 252020.
iv. The Board of Directors at their meeting held on June 25 2020 reappointed Dr. AbhayKimmatkaras Managing Director of the Company with effect from April 12020 subject toapproval of Shareholders.
v. The Board of Directors at their meeting held on June 25 2020 appointed Mr. RahulJoharapurkar as an Additional Director and Joint Managing Director of the Company witheffect from June 25 2020 subject to approval of Shareholders.
vi. The Board of Directors at their meeting held on June 25 2020 appointed CA ChanchalBhaiyya as Chief Financial Officer of the Company with effect from June 252020.
IB. Board Policies
The details of the policies approved and adopted by the board are provided inAnnexure-7 to the Board's Report.
14. Risk Management
Your Company has sound systems to manage the risks. Management of Risk is an integraland important component of Corporate Governance. This robust Risk Management systemensures adequate controls and monitoring mechanisms for a smooth and efficient running ofthe business.
Your Company's overall Risk Management Framework helps in identifying risks andopportunities that may have a bearing on the organization's objectives assessing them interms of likelihood and magnitude of impact and determining a response strategy. Thisframework seeks to create transparency minimize adverse impact on the business strategyand enhance the Company's competitive advantage. This risk management system thus helps inmanaging market credit and operational risks and quantifies potential impact at a Companylevel. Management Discussion & Analysis Report contains detailed information on therisk management process of the Company.
15. Business Description and State of Company's Affairs
Your Company continues to offer state-of-the-art Geospatial Engineering & ITSolutions with a specific focus in the Infrastructure Government Engineering Services& Consultation segments. It brings together deep domain expertise strong financialsskilled resource based and 22 years of rich experience in meeting a variety of customerneeds in different domains. Your Company also offers value high end technology solutionsto companies in getting spatial information mapped and interpreted.
Your Company's prime focus is on providing a high quality end-user experience whilestreamlining the underlying workflows and improving efficiency. The present domainexpertise includes:
Providing Geospatial Services & Solutions comprising of Mapping of CadastralTerrain Natural Resources Health & Sanitation Enterprise Assets & Utilitiesetc. Web-GIS Solutions comprising Decision Support Systems & Enterprise AdministrativePortals. Along with End-To-End solution capabilities in Utilities Municipal andAgriculture domains.
Providing Engineering Solutions comprising of Consulting Services for
(i) Non-revenue Water (NRW)
(ii) Urban / Rural Water Supply and Sewerage Schemes(DPRs)
(iii) Irrigations Scada along-with services in SCADA & Automation for Transmission& Distribution in Water & Electrical domain including Smart Water SolutionsMetering Infrastructure (AMI). Similarly Engineering services for Roads & Highways(DPRs) Road Asset
Management System Corridor Mapping 5DBIM & CDE for the Transport Infra andConstruction Industry.
Providing New Age Technology Solutions comprising of Lidar Data Capturing andProcessing UAV Data Capturing and Processing Laser scanning and 3D Modelling PointCloud Feature extraction Photogrammetry solutions Digital Twin Engg. & AI/ML basedSolutioning.
Your Company's solutions have wide market segment addressability and have alsoinitiated and introduced new initiatives in the domains of Railways Mining WaterResources and is very well positioned to address the large opportunities in thesesegments.
In order to fulfil long term business objectives and to fulfil the ever growing andevolving customer needs the Company has drawn an effective road map for its operations.Your Company has developed a Strategic Management Plan through a defined and structuredmechanism which deals with challenges opportunities and new initiatives which wouldeventually lead to growth for the Company and its Stakeholders.
Your Company has also agreed to scale up its operations in line with governmentspending in the Infrastructure & Information Technology domains. Further in order tocater the expanding need for providing quality and state of art technology solutions yourCompany has partnered with global technology giants. Your Company has also invested inbringing in the right talent to cater the business needs of the company.
In addition to the above mentioned initiatives your Company has also planned to auditstandardize streamline & develop processes that encourage and drive the MiddleManagement Team and in turn the company to holistically manage its organisationstructure processes practices and customers in accordance with its business objectives.Your Company has also proposed to implement effective systems of Learning &Development Employee Engagement and Employee Performance Assessment for its employees tohelp them grow and be more productive. There is no substantial change in the nature ofbusiness of the Company since the last year.
16. Disclosure Requirements
As per SEBI Listing regulations Corporate Governance Report with the AuditorsCertificate thereon and the integrated Management Discussion and Analysis Report areenclosed herewith and forms part of this Report.
The Company has devised proper system to ensure compliance with the provisions of allSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch system are adequate and operating effectively.
17. Human Resource Development
Ceinsys believe that the road to success is facile if we value the most crucial aspect-"People". We strongly believe in the maxim- "People First". Weconsider our employees as most valuable resource and ensure strategic alignment of HumanResource practices to business priorities and objectives. The Company strives to provide aconducive and competitive work environment to help the employees excel and create newbenchmarks of productivity efficiency and customer delight. The Human Resource agendacontinues to support the business in achieving sustainable and responsible growth bybuilding the right capabilities in the organization. It continues to focus on progressiveemployee relations policies creating an inclusive work culture and a strong talentpipeline.
Your company is known for having the best people practices for developing futureleaders. The ability to attract the best talent provides a competitive edge to theorganization. A series of programs like maternity and paternity support Career by Choiceand location flexibility have helped in driving the Inclusion and Diversity agenda. Thecompany continues to focus on driving inclusion through building leadership capability andrecognizing line managers who provide a simple flexible and respectful work environmentfor their teams.
The Company achieved many milestones by strengthening its base through CapabilityDevelopment Initiatives Gender Diversity and Digitization etc. The company drivessustainable growth by leveraging employee- potential through capability developmentinitiatives in line with market expectations and by reducing cost and complexity inrehiring new talent. The company is focused on building a high- performance culture with agrowth mind-set where employees are engaged and empowered to be the best they can be.Developing and strengthening capabilities of all employees in the company has remained anon-going priority.
In view of the ongoing COVID-19 pandemic situation the Company is duly adhering toSOPs issued by the MHA and/or State Governments for social distancing norms safetyhealth and well-being of the employees. The Company has also adopted 'Work From Home'culture by facilitating logistics & infrastructure support to its employees.
Your Company comprises a strong team of professionals who are result orientedcommitted and loyal. As on March 31 2020 the Company had 901 employees on its rolls.Please refer a separate Report on Material Developments in Human Resource Management givenin Management Discussion Analysis which forms part of this Annual Report.
18. Management Discussion and Analysis
In terms of the provisions of Regulation 34 read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report is presented in a separate section forming part of this Annual Report.
As on 31" March 2020 the Company has one subsidiary i.e. M/s ADCC Infocom PrivateLimited. However your Company does not have any Associate Company or incorporated andregistered Joint Venture.
During the year the Board of Directors ('the Board') reviewed the affairs of itssubsidiary on regular basis. In accordance with Section 129(3) of the Companies Act 2013your Company has prepared consolidated financial statements of the Company and itssubsidiary which form part of the Annual Report. Further a statement containing thesalient features of the financial statement of your company's subsidiary in the prescribedformat AOC-1 is appended as Annexure-1 to the Board's Report. Your Company doesn't haveany material subsidiary as on March 312020.
The statement also provides details of the performance and financial position of itssubsidiary. In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiary will be available forinspection till the date of AGM during business hours at the registered office of yourcompany.
20. Corporate Governance
Your Company has adopted best corporate governance practices. These are furtherconsistently followed. Your Company believes that good governance is the basis forsustainable 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.
A detailed report on Corporate Governance forms an integral part of Annual Report andis set out as separate section therein.
21. Audit reports and Auditors
The Auditors' Report for FY 2019-20 does not contain any qualificationreservation or adverse remark. The statements made by the Auditors in their Report areself - explanatory and do not call for any further comments. The Auditor's Report isenclosed as separate section with the financial statements in this Annual Report.
Statutory Auditors have also provided their independent report on effectivenessof Internal Financial Controls over Financial Reporting which does not contain anyqualification reservation or adverse remark. The Auditor's Report is enclosed as separatesection with the financial statements in this Annual Report.
The Company's Internal Audit is being conducted by Independent Auditors onquarterly basis and they furnish their quarterly report on their observations to AuditCommittee for their review.
The Secretarial Auditors' Report for FY 2019-20 does not contain anyqualification reservation or adverse remark. The statements made by the SecretarialAuditors in his Report are self - explanatory and do not call for any further comments. Interms of provisions of sub-section 1 of section 204 of the Companies Act 2013 theCompany has annexed to this Board's Report as Annexure-4. a Secretarial Audit Report givenby the Secretarial Auditor.
As required under SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the Practicing Company Secretary's Certificate on Corporate Governanceand non-disqualification of directors including KYC requirement is appended as Annexure-9.The appended certificate does not contain any qualification reservation or adverseremarks.
M/s Chaturvedi & Shah LLP Chartered Accountants (FRN: 101720W/W100355) wasappointed as Statutory Auditors fora term of 5 consecutive years at the 20"' AnnualGeneral Meeting held on September 29 2018. M/s Chaturvedi 8i Shah LLP CharteredAccountants has furnished a certificate of their eligibility and consent under Sections139(1) and 141 of the Act and the Rules framed thereunder for their continuance asStatutory Auditors of the Company at the time of appointment.
Your Company has appointed M/s Shah Baheti Chandak 8t Co. Chartered Accountants (FRN:109513W) as Internal Auditors or the Company for a term of 3 consecutive years witheffect from May 28 2018 However M/s Shah Baheti Chandak 8i Co. Chartered Accountantshas tendered their resignation with effect from August 5 2020 due to theirpre-occupation. The board on the recommendation of Audit Committee at their meeting heldon August 14 2020 has appointed M/s V. K. Surana 8t Co. Chartered Accountants (FRN:110634W)asan Internal Auditor of the Company forthe FY 2020-2021 to FY 2022-2023.
Your Company has appointed M/s V. K. Surana 8i Co. Chartered Accountants (FRN:110634W) as Management Auditors of the Company for a term of 3 consecutive years witheffect from May 28 2018. However as it was proposed to appoint them as an InternalAuditors of the Company they have resigned as Management Auditors with effect from August142020
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's Report as Antfe xure-4aSecretarial Audit Report given by him for financial year 2019-20.
22. Reporting of Fraud by Auditors
During the Financial year 2019-20 none of the Auditors has reported any instances offraud committed against the Company by its officers or employees under section 143 (12) ofthe Companies Act 2013.
23. Segment Reporting
Your Company's operating segments are established on the basis of those components ofthe Company that are evaluated regularly by the Board in deciding how to allocateresources and in assessing performance. These have been identified taking into accountnature of services the differing risks and returns and the internal business reportingsystems.
24. Board of Directors and its Meeting
Your Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of Executive NonExecutive and Independent Directors includingWoman Director. The Board provides strategic guidance and direction to the Company inachieving its business objectives and protecting the interest of the stakeholders. TheBoard met Five (5) times during the financial year 2019-20.
The maximum interval between any two meetings did not exceed 120 days as prescribedunder Companies Act 2013.
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.
25. Directors' Responsibility Statement
The 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 undersection 133 of Companies Act 2013 read with Rule 3 of the Companies (Indian AccountingStandards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules 2016.Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or the revision to an existing accounting standard requiresa change in the Accounting policy hitherto in use.
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.
26. Internal Financial Controls with Reference to the Financial Statements
Your Company has internal financial control systems commensurate with the nature of itsbusiness size and complexity of its operations. Internal financial control systemsincludes policies and procedures which are designed to ensure reliability of financialreporting compliance with policies procedure applicable laws and regulations and thatall assets and resources are acquired economically used efficiently and adequatelyprotected.
Your Company has appointed a prominent Chartered Accountant firm as an InternalAuditorto monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and its subsidiaries and to report the same on quarterly basis toAudit Committee.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company audit performed by the Internal Statutory andSecretarial Auditors and the reviews performed by the relevant board committees includingthe audit & management committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.
27. Declaration of Independence by Independent Director
Independent Director of your Company has provided declarations under Section 149 (7) ofthe Companies Act 2013 and Regulation 25 (8) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 that he/she meetswith the criteria of independence as prescribed under Section 149 (6) of the CompaniesAct 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
28. Board Evaluation
The provisions of section 149(8) of Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance its Committees and thatof 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.
Further the Independent Director in their separate meeting has to review the QualityQuantity 8i Timeliness of flow of Information between the Company management and Board toperform their Duties effectively.
The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance evaluation of the Board its Committees Chairman and individual directorsincluding Independent Directors.
The evaluation of all the directors the Board as a whole and its Committees wereconducted for the Financial year 2019-20 based on the criteria and framework designed byNomination and Remuneration Committee and duly adopted by the Board. The evaluationprocess focussed on various aspects of the functioning of the Board and Committees such ascomposition of the Board and Committees experience integrity frequency of meetingcompetencies performance of specific duties and obligations governance issues etc. Theguidance note issued by SEBI on Board Evaluation was duly considered while conducting theevaluation exercise. Separate exercise was carried out to evaluate the performance ofindividual Directors on parameters such as attendance contribution timely decisionsconfidentiality competency governance independent judgement etc.
During the above evaluation process it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring different competencies that help Board tobring richness and value addition to the discussions. It was also noted that theCommittees are functioning well and besides the Committee's terms of reference as mandatedby law important issues are brought up and discussed in the Committee Meetings.
29. Familiarization Programmes for Board Members
The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarise with the Company's procedures andpractices. Periodic presentations are made on business and performance updates of theCompany business strategy and risks involved. The Directors are also updated with variousregulations prevailing at the time and the new judicial pronouncements.
30. Policy on Directors Appointment Remuneration and other details
The Nomination and Remuneration Committee ('NRC') has adopted the policy and procedureswith regard to identification and nomination of persons who are qualified to becomedirectors and who may be appointed in senior management. This policy is framed incompliance with the applicable provisions of Regulation 19 read with Part D of theSchedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 ('the Regulations') and Section 178 and other applicable provisions of the CompaniesAct 2013.
Salient features of nomination & remuneration policy:
a. ensuring the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully.
b. ensuring that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks;
c. determining the Company's policy on specific remuneration package for the ManagingDirector/ Executive Director.
d. ensuring that the remuneration to directors involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals.
e. deciding the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors.
f. defining and implementing the Performance Linked Incentive Scheme evaluating theperformance and determining the amount of incentive of the Executive Directors for thesame.
g. reviewing and suggesting revision of the total remuneration package of the ExecutiveDirectors after keeping in view the performance of the Company standards prevailing inthe industry statutory guidelines etc.
h. formulating and administering the Employee Stock Option Scheme as and when required.
In terms of the provisions of Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules are provided in the Afmexure-^ *he Boards' Report.
31. Change in the position of Directors and Key Managerial Personnel
The following appointments re-appointments and resignations were made during thefinancial year 2019-20:
Mr. Mihir Dharkar was appointed as an Additional Director and Managing Directorwith effect from August 24 2019. The appointment was regularised in the 21aAnnualGeneral Meeting held on September 202019.
Mr. Arun Wankhede was appointed as an Additional Director in the category ofNon-Executive and Independent Director of the Board effective from August 24 2019 andshareholders at the 21st Annual General Meeting held on September 20 2019 haveregularized his appointment as non-executive and Independent Director effective fromAugust 24 2019 for a term of Five (5) years i.e. up to January 14 2023.
Mr. Jinesh Vora resigned as the Company Secretary & Compliance Officer ofthe Company with effect from June 72019 and Mr. Saurabh Somani was appointed in his placewith effect from November 13 2019.
32. Committees of the Board
As on March 312020 the Board has five committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Corporate Social Responsibility Committee
iv. Stakeholders Relationship 8t Investor Grievances Committee
v. Management Committee
The Board of Directors at its meeting held on February 112020 decided to delegate theroles & responsibilities of Information Technology and Risk Management Committee toAudit Committee and dissolve Information Technology and Risk Management Committee (ITRMC)as the provisions of Regulation 21 of SEBI (LODR) Regulation 2015 regarding ITRMC is notapplicable to your Company. Accordingly the terms of reference of Audit Committee wererevised.
The details of the powers functions composition and meetings of the Committees of theBoard held during the financial year 2019-20 are given in the Report on CorporateGovernance 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 CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given separately ag\nnexure-8to the Board's Report.
34. 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 onJuly 26 2014 had constituted Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of Companies Act 2013 read with rules formulated therein. TheCSR agenda is planned in consultation with the CSR committee members through a systematicindependent need assessment. Your Company believes in positive relationships that arebuilt with constructive engagement which enhances the economic social and culturalwell-being of individuals and regions connected to the Company's activities. Your Companyhas adopted a detailed policy on Corporate Social Responsibility and also discussed andidentified the core areas in which the CSR activities was proposed to be carried out inthe CSR Committee Meetings from time to time. The brief outline of the Corporate SocialResponsibility (CSR) Policy of the Company and the initiatives undertaken by the Companyon CSR activities during the year are set out in Annexureft of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
Salient features of corporate social responsibility policy:
I. identifying broad areas in which the company should undertake projects;
ii. to serve this policy as a guiding document in executing and monitoring CSRprojects;
iii. undertaking broad criteria for selection of implementation agencies;
iv. ensuring an increased commitment at all levels in the organization;
v. directly or indirectly taking up programs that benefit the communities in &around its work centers that leads to enhancing the quality of life & economic well -being of the local populace.
35. Secretarial Standards
The Company duly complies with all applicable secretarial standards.
36. Vigil Mechanism (Whistle Blower Policy)
In terms of the section 177(9) of companies act 2013 and rules framed thereunder yourCompany has established a 'Vigil Mechanism Policy' and it provides a channel to theemployees to report to the appropriate authorities concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct policy andprovides safeguards against victimization of employees who avail the mechanism and alsoprovide 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 dedicatedtelephone line or a letter to the concerned authorities. The details of the vigilmechanism (whistle blower policy) are given inAnnexure-7 of this Board Report.
37. Prevention of Insider Trading
The Securities and Exchange Board of India (SEBI) vide notification dated January 152015 had put in place a new framework for prohibition of Insider Trading in securities andto strengthen the legal framework thereof. These regulations of the SEBI under the abovenotification had become effective from May 15 2015. Whereas on December 31 2018 theregulations were amended with Securities and Exchange Board of India (Prohibition ofInsider Trading) (Amendment) Regulations 2018 effective from April 12019. Accordinglythe Board has formulated Code of Conduct and Fair Disclosure for Prevention of InsiderTrading Policy in accordance with Regulation 8 8t 9 of Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 for regulating monitoring andreporting of Trading of Shares by Insiders. The Code lays down guidelines procedures tobe followed and disclosures to be made while dealing with shares of the Company. Thedetails of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading aregiven jnAnnexure-7 of this Board's Report.
38. Code of Conduct
The Directors KMP's and Senior Management of the Company have affirmed compliance withCode of Conduct applicable to them during the year ended March 31 2020. The details ofthe Code of Conduct for Directors KMP's and Senior Management are given inAnnexure-7 ofthis Board's Report.
The Annual Report of the Company contains a certificate by the Chairman and ManagingDirector on compliance declaration received from the Members of the Board KMP's andSenior Management as Annexure-10.
39. Legal Governance and Brand Protection
Your Company continued to focus on the key areas and projects within the LegalCompliance and Corporate Affairs functions.
40. 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 highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.
41. Significant and Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status of the Company
There are no orders passed by the Regulators or Courts or Tribunals which would impactthe going concern status and the Company's future operations.
42. Sexual Harassment of Women at Workplace:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a Policy on Prevention of Sexual Plarassment of Women at Workplace (PreventionProhibition and Redressal) in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.The details of the policy are given in Annexure-7 of this Board's Report.
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and its Registration. During the year the Companyhas not received any complaints of sexual harassment.
43. Green Initiatives
Electronic copies of Annual Report 2019-20 and the Notice of 22nd AnnualGeneral Meeting shall be sent to all the members whose email addresses are registered withthe company/depository participant.
In view of prevailing situation of COVID-19 owing to the difficulties involved indispatching of physical copies of the financial statements (including Board's ReportAuditor's Report or other documents required to be attached therewith) such statementswill be sent by email only to the Members of the Company and to all other persons soentitled as per General Circular No. 20/2020 dated 5th May 2020 issued by Ministry ofCorporate Affairs.
Your Directors place on record their appreciation to the Government the Securities andExchange Board of India the Stock Exchanges and other regulatory authorities for theirvaluable guidance and support and wish to express our sincere appreciation for theircontinued co-operation and assistance. We look forward to their continued support infuture as well. We wish to thank our bankers investors rating agencies customers andall other business associates for their support and trust reposed in us.
Your Directors express their deep sense of appreciation for all the members of theCeinsys family whose commitment co-operation active participation dedicated effortsconsistent contribution and professionalism at all levels has made the organization'sgrowth possible. Your Board is thankful to you for the support and trust reposed in themand the Company