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Ceinsys Tech Ltd.

BSE: 538734 Sector: IT
NSE: N.A. ISIN Code: INE016Q01014
BSE 09:25 | 12 Aug 142.25 -2.20
(-1.52%)
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143.50

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NSE 05:30 | 01 Jan Ceinsys Tech Ltd
OPEN 143.50
PREVIOUS CLOSE 144.45
VOLUME 16
52-Week high 253.25
52-Week low 122.80
P/E 28.62
Mkt Cap.(Rs cr) 219
Buy Price 142.25
Buy Qty 26.00
Sell Price 148.30
Sell Qty 15.00
OPEN 143.50
CLOSE 144.45
VOLUME 16
52-Week high 253.25
52-Week low 122.80
P/E 28.62
Mkt Cap.(Rs cr) 219
Buy Price 142.25
Buy Qty 26.00
Sell Price 148.30
Sell Qty 15.00

Ceinsys Tech Ltd. (CEINSYSTECH) - Director Report

Company director report

BOARD REPORT

Dear Shareholders

Your directors have pleasure in submitting 23rd (Twenty-Third) Board'sReport on the business and operations of your Company for the financial year ended 31stMarch 2021.

Results of Your Company's operations and Company's Performance (Rs. In Lakhs)

Standalone

Consolidated

Particulars

For the year ended March 31

For the year ended March 31

2021 2020 2021 2020
I. Revenue From Operations 18523.19 19736.99 18523.19 19738.00
II. Other Income 217.77 403.69 154.76 179.03
III. Total income (I + II) 18740.96 20140.68 18677.95 19917.03
IV. Expenses
Operating Expenses 12246.19 9270.98 12246.19 9270.98
Employee Benefits Expenses 2881.16 3474.03 2891.57 3532.79
Finance Costs 1172.39 1601.18 1172.39 1603.30
Depreciation and Amortisation Expenses 337.20 387.59 337.59 387.98
Admin & Other Expenses 1783.17 2042.55 1786.64 2051.52
Total Expenses (IV) 18420.11 16776.33 18434.38 16846.57
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV) 320.85 3364.35 243.57 3070.46
VI. Exceptional item - - - -
VII. Profit/(Loss) before tax (V-VI) 320.85 3364.35 243.57 3070.46
VIII. Tax expenses (44.21) (856.79) (44.18) (855.56)
IX. Profit/(Loss) for the period/year after tax (VII + VIII) 276.64 2507.56 199.39 2214.90
X. Total Other Comprehensive Income (3.36) (10.13) (3.36) (10.13)
XI. Total Comprehensive Income for the year (IX+X) 273.28 2497.43 196.03 2204.77
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: 2.49 22.56 1.79 19.92

Financial Position (Rs. In Lakhs)

Standalone

Consolidated

Particulars

For the year ended March 31

For the year ended March 31

2021 2020 2021 2020
Equity
Equity Share Capital 1111.71 1111.71 1111.71 1111.71
Other Equity 7639.22 7643.86 7801.83 7883.72
Total Equity 8750.93 8755.57 8913.54 8995.43
Non-Current Liabilities 118.56 283.77 118.56 283.77
Current Liabilities 16453.69 15709.83 16460.14 15720.51
Total Liabilities 16572.25 15993.60 16578.70 16004.28
Equity + Liabilities 25323.18 24749.17 25492.24 24999.71
Property Plant and Equipment 2171.18 2424.79 2172.90 2426.90
Intangible Assets 85.53 134.05 91.10 139.62
Other Non-Current Assets 1049.03 1465.12 1206.42 1655.92
Current Assets 22017.44 20725.21 22021.82 20777.27
Total Assets 25323.18 24749.17 25492.24 24999.71

1. Financial Performance Revenue - Standalone

On a standalone basis in financial year 2020-21 our Revenue from operations has showna decline of 6.15% which resulted decrease of Revenue to Rs.18523.19 lakhs in FY 2020-21.

Revenue - Consolidated

On consolidated basis in financial year 2020-21 our Revenue from operations has showna decline of 6.15% which resulted decrease of Revenue to Rs.18523.19 Lacs in FY 2020-21.

Profits - Standalone

On a standalone basis in financial year 2020-21 the profit before tax and exceptionalitems has shown a decline of 90.46% in current FY 2020-21 and stood at Rs.320.85 Lacs.Profit after exceptional items and tax is Rs 276.64 lakhs in FY 2020-21

Profits - Consolidated

On consolidated basis in financial year 2020-21 the profit before tax and exceptionalitems has shown a decline of 92.07% and stood at Rs.243.57 lakhs in FY 2020-21. Profitafter exceptional items and tax is Rs 199.39 lakhs in FY 2020-21

EPS

Basic earnings per share decreased to Rs.2.49 for financial year 2020-21 as compared toearnings per share of Rs. 22.56 for last financial year 2019-20.

2. COVID-19

The impositions of strict lockdown and social distancing measures taken to combat thespread of COVID19 have adversely affected the economy in 2020-21. Due to pandemic thegrowth in any business was a real daunting task. For every business maintaining businesscontinuity and completing the existing projects under such a dire situation becameCompany's topmost priority along with managing the health and sanity of the workforce.Responding to the crisis situation your company immediately shifted its focus in ensuringthe health and well-being of all the employees and on minimizing disruption to servicesfor all our customers. For most the part of the financial year the Company's fieldoperations were on hold due to the strict COVID norms and restrictions across India. AsIndia started to unlock your Company gradually started its field operations following thestatutory norms issued by various State Government/Local authorities and CentralGovernment with permitted capacity. Factors such as non-availability of sites forexecution under such restriction supply chain disruption and unavailability of personnelrequired impacted financial results.

For continuing business in this crisis and run effective business services ourbusiness continuity model helped us work seamlessly even when more than 90% of theemployees were supporting through virtually.

The working model has helped management gain business process clarity that in turngained confidence that this situation will not affect the streamlining of the businessprofitability and liquidity of the company. Being an ITES Company management of yourCompany is hopeful of increased demand for its products & services. Similarly yourCompany is confident that all contracts and agreements would be fulfilled and there willbe no adverse impact on the Company.

3. Dividend

Your Directors have recommended a final dividend of Rs. 2.25/-per Equity share forfinancial 2020-21 aggregating to Rs.250.13 Lakhs subject to approval of Shareholders atthe ensuing Annual General Meeting of the Company to be held on 30th September2021.

4. Share Capital

The Share Capital as on 31st March 2021 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 2020-21 the company incurred capital expenditure of Rs. 41.67Lakhs as compared to Rs. 137.54 Lakhs in the last financial year 2019-20.

7. Annual Return

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https://www.ceinsys.com/investor.

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 Annexure-6 to the Board's Report.

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 as Annexure-2 to thisBoard's Report.

12. Material Events occurred after Balance Sheet date:

No material event except as mentioned below has occurred after the Balance Sheet dateto be reported:

• Dr. Hemant Thakare is re-appointed as Whole Time Director and Chief OperatingOfficer of the Company with effect from 28th May 2021 which is subject toapproval of shareholders at the ensuing Annual General Meeting.

• The Board on the recommendation of Nomination and Remuneration Committee attheir meetings held on 13th August 2021 considered and approved change indesignation of Mr. Sagar Meghe from Chairman and Managing Director to Non-ExecutiveNon-Independent Director cum Chairman of the Company with effect from 13thAugust 2021.

• Mr. Saurabh Somani resigned as the Company Secretary and Compliance Officer ofthe Company with effect from 15th July 2021. Ms. Pooja Karande was appointedin his place with effect from 13th August 2021.

13. Board Policies

The details of the policies approved and adopted by the board as required underCompanies Act 2013 and SEBI regulations are provided in Annexure-6 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

The Financial Year 2020-21 was one of the significant year in terms of learning andsustainability. Though the company has gone through gradual slowdown at the start ofpandemic the projects and jobs undertaken outperformed the targets envisaged in thebeginning of the financial year and your Company had been able to achieve considerableturnover in the culminated time.

Your Company continues to offer state-of-the-art Geospatial Engineering & ITSolutions with a specific Business focus in Infrastructure Government EngineeringServices & Consultation segments. It brings together deep domain expertise strongfinancials skilled resource based and 23 years of experience in meeting a variety ofcustomer needs in geospatial engineering and IT services. Your Company offers value addedservices to companies requiring help in getting spatial information mapped andinterpreted.

Your Company focuses on providing a high-quality end-user experience whilestreamlining the underlying work lows and improving efficiency. The present domainexpertise includes providing:

• Geospatial Services and solutions consists of mapping of Cadastral TerrainNatural Resources such as Mining Forest and Agriculture Health and SanitizationEnterprise Asset and Utilities etc.

• Web GIS Integrated solutions comprising decision support systems and enterpriseAdministrative Portals along with end-to-end solution capabilities in UtilitiesMunicipal and ULBS and in Agriculture domain.

Expert engineering solutions comprising of consulting services for o Non-revenue Water(NRW)

o Urban/ Rural water supply and Sewage schemes (DPR) o SCADA and automation fortransmission and distribution in water and electric domain includes management of waterwater supply and water resources Smart water solutions Metering Infrastructure (AMI)

o Engineering services includes Roads and Highways (DPRs) Road Asset ManagementSystem Corridor Mapping 5DBIM and CDE for Transport Infra and Construction industryProject Management consultancy (PMC) third party inspection (TPI).

• New age technology solutions comprising of Lidar Data Capturing and ProcessingUAV Data capturing and processing Laser Scanning and 3D Modelling Point cloudextraction Photogrammetry Solutions Digital Twin Engineering and AI/ML basedsolutioning.

During the year your company has helped several government organizations to streamlinetheir management for better decision making and effective results. Ceinsys has won aprestigious order in Mining domain to provide real time and uninterrupted informationabout the mineral carrying process. Your Company is very well positioned to address notonly such local but also large international opportunities.

Your company has been appraised at Maturity Level 5 on the CMMI (Capability MaturityModel Integration) V2.0 for capabilities in both Development and Services. The appraisalwas led by Equalitas Certifications. Ceinsys is the first top-tier company in its segment(Geospatial Services Software Development) in India to be appraised at the highestmaturity level of the new CMMI Level 5 rated Company model for both Development andServices confirming the continuous improvement processes enriched capabilities in worldclass services and development of software.

Your company's continuous skillful work has helped gain strong partnership with eminentTechnology software provider (OEM's) for providing end to end solution offering as onestop shop and bring in the right talent to cater the business needs of the company.

In order to fulfil business objectives and to meet the present and future demandsespecially tackling these continuous disruptions due to pandemic there should be athrough planning in place. Your Company has developed a Business continuity plan whichdeals with all the sudden challenges opportunities and new initiatives that would leadto growth for company and its Stakeholders. Your company is continuously putting theirbest to become a world class IT organization and position itself as an integrated solutionprovider in Geospatial Engineering and IT solutions.

Making a strong position in this competitive world your company has gained respect andcreditability in the market. By creating a strong planning of the market its industrytrends along with the up-to-date information of Government spending in Infrastructure andInformation Technology space it will scale up its capability in Infrastructure andGovernment Sectors.

Your Company has also planned to audit standardize streamline & develop processesthat would help Middle Management Team and in turn the company to holistically manageits organisation structure processes practices employees customers & infrastructurein accordance with its business objectives. Your Company also look forward in implementingeffective systems of Learning & Development Employee Engagement & PerformanceManagement System for its employees towards their contribution in the growth path.

In these challenging situations we have relied on our core competencies to driveorganic growth and also realigned priorities and reengineered business practises. YourCompany has implemented aggressive cost control and an optimization plan focused primarilyon liquidity and cash. This includes rigorous initiatives on collections receivablespayables and mandatory cost control. We will continue to tap opportunities forautomation cost optimization through subcontracting and other cost levers.

The COVID-19 pandemic has slowed down the positive momentum in the overall performance.After the pandemic innovation and the momentum for change will ultimately driveresurgence which will fuel growth. Your Company is confident to get back quickly on thegrowth path in the medium to long term by embracing and adapting to the new normal.

There is no change in the nature of business of the Company since 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 areattached 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 Management

Human Resource plays an instrumental role in securing the future success of Ceinsys. Indoing so the function is guided by its long-term vision of working in partnership tocreate an environment where employees can thrive and are enabled to deliver sustainableorganizational performance. Specifically strategic priorities have been identified forHR; to apply its human capital expertise more assertively to support the variousbusiness/domains and in order to deliver results that amplifies business outcome; tostrengthen its role as a control function for all the human capital risks; to build thecapabilities of managers and employees.

Diversity is embedded in our people processes - from recruitment to leadershipdevelopment - and reflected in all HR-related offerings including parental leavementoring coaching and other benefits.

Managers are responsible for fostering diverse capabilities and leading inclusivelywith hiring and promotion programs also reflecting key aspects of Ceinsys.

Investment in skills and accelerating employees' professional and personal developmentare essential components of Ceinsys People agenda. Ceinsys is committed to strengtheningthe capability of managers and holding them accountable to enable employees to thrive andmeet their full potential and outshine. This is reflected in the talent and developmentagenda which includes a recalibrated offering that helps to develop and nurture futureleaders who are accountable who champion the values and who inspire the best in theircolleagues

Setting the standards for disciplined management of human capital risk also entailsdeveloping incentive and reward structures that reinforce Ceinsys culture. This meansemployees are paid for sustainable performance within a sound governance framework andwith due consideration of market factors. Performance behaviour in line with theCorporate values and compensation have been linked more closely than before.

Hr's principles and priorities have sharpened in the face of Strategy deployed in2020-2021. Ceinsys seeks to retain develop and continue to attract people with therequisite skills to help shape a progressive and better performance and foster employees'engagement and motivation throughout the implementation process. As on 31stMarch 2021 Ceinsys has a strong employee base of 713 employees on its rolls.

In view of the resurgence of the COVID-19 pandemic situation the Company is dulyadhering to SOPs issued by the MHA and/or State Governments for social distancing normssafety health and well-being of the employees. The Company has also adopted 'Work fromHome' culture by facilitating logistics & infrastructure support to its employees.

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's Discussion andAnalysis Report is presented in a separate section forming part of this Annual Report.

19. Subsidiaries

As on 31st March 2021 the Company has one subsidiary i.e. M/s ADCC InfocomPrivate Limited. However your Company does not have any Associate Company or incorporatedand registered 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 31st March 2021.The statement also providesdetails of the performance and financial position of its subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the Consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are available on our websitewww.ceinsvs.com.

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 thisAnnual Report and is set out as separate section therein.

21. Audit reports and Auditors Audit reports

• The Auditors' Report for FY 2020-21 provided by Statutory Auditors does notcontain any qualification reservation or adverse remark. The statements made by theAuditors 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 thisAnnual 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 review.

• The Secretarial Auditors' Report for FY 2020-21 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 nondisqualification of directors including KYC requirement is appended as Annexure-8.The appended certificate does not contain any qualification reservation or adverseremarks.

Auditors

• Statutory Auditors

M/s Chaturvedi & Shah LLP Chartered Accountants (FRN: 101720W/W100355) wasappointed as Statutory Auditors for a term of 5 consecutive years at the 20thAnnual General Meeting held on 29th September 2018. M/s Chaturvedi & ShahLLP Chartered Accountants has furnished a certificate of their eligibility and consentunder Sections 139(1) and 141 of the Act and the Rules framed thereunder for theircontinuance as Statutory Auditors of the Company at the time of appointment.

• Internal Auditors

Your Company has appointed M/s V. K. Surana & Co. (FRN: 110634W) as InternalAuditors of the Company for a term of 3 consecutive years with effect from 14thAugust 2020.

• 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 hasappointed Mr. Sushil Kawadkar Practicing Company Secretary to undertake the SecretarialAudit of the Company. In terms of provisions of subsection 1 of section 204 of theCompanies Act 2013 the Company has annexed to this Board's Report as Annexure-4 aSecretarial Audit Report given by him for financial year 2020-21.

22. Reporting of Fraud by Auditors

During the year 2020-21 none of the Auditors has reported any instances of fraudcommitted against the Company by its officers or employees under section 143 (12) of theCompanies 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 Six (6) times during the financial year.

The maximum interval between any two meetings did not exceed 120 1 days asprescribed under Companies Act 2013 except for the gap between the meeting held on 25thJune 2020 and the meeting held on 11th February 2020 in previous financialyears exceeded 120 days due to the nationwide lockdown announced vide Order No.40-3/2020-DM- I(A) dated March 24 2020 amid outbreak of COVID-19. However these meetingswere well attended by the Directors and was in compliance with the relaxations provided bythe Ministry of Corporate Affairs (MCA) vide its Notifications dated March 19 2020[1] andMarch 24 2020[2] and Securities and Exchange Board of India (SEBI) vide its Circulardated March 19 2020[3].

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. Investor Education and Protection Fund (IEPF)

During the year the Company was not required to not transfer any amount to InvestorEducation and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

26. Directors' Responsibility Statement

The Standalone and Consolidated financial statements are prepared in accordance withIndian Accounting Standards (Ind AS) under the historical cost convention on accrualbasis 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 theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016. Accounting policies have been consistently appliedexcept where a newly issued accounting standard is initially adopted or the revision to anexisting 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 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.

27. 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 Internal Auditorto 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 2020-21.

28. Declaration of Independence 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 meetswith the criteria of independence as prescribed under Section 149 (6) of the CompaniesAct 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

29. 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 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 & Timeliness of flow of Information between the Company management and Boardto perform 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 based on the criteria and framework designed by Nomination and RemunerationCommittee and duly adopted by the Board. The evaluation process focused on various aspectsof the functioning of the Board and Committees such as composition of the Board andCommittees experience integrity frequency of meeting competencies performance ofspecific duties and obligations governance issues etc. The guidance note issued by SEBIon Board Evaluation was duly considered while conducting the evaluation exercise. Separateexercise was carried out to evaluate the performance of individual Directors on parameterssuch as attendance contribution timely decisions confidentiality competencygovernance 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.

30. Familiarization Program 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.

31. 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 Annexure-3 of the Boards' Report.

32. Change in the position of Directors and Key Managerial Personnel

The following appointments re-appointments and resignations were made during the yearand till the date of this report:

• Dr. Abhay Kimmatkar was re-appointed as Managing Director with effect from 1stApril 2020 in a Board Meeting held on 25th June2020. Further his office wasalso liable to retire by rotation. The appointment/re-appointment was duly approved byshareholders at the 22nd Annual General Meeting held on September 30 2020.

• Mr. Rahul Joharapurkar was appointed as an Additional Director and JointManaging Director with effect from 25th June 2020 in a Board Meeting. Theappointment was regularised in the 22nd Annual General Meeting held onSeptember 30 2020.

• Mr. Chanchal Bhaiyya was appointed as Chief Financial Officer with effect from25th June 2020 in a Board Meeting.

• Mr. Mihir Dharkar tendered his resignation from the post of Director andManaging Director with effect from 25th June 2020.

• Mr. Dinesh Kumar Singh tendered his resignation from the post of Whole TimeDirector and Chief Financial Officer of the Company with effect from 25th June2020.

• Mr. Arun Wankhede tendered his resignation from the post of Non-ExecutiveIndependent Director of the Company with effect from 25th June 2020.

• Dr. Hemant Thakare is re-appointed as Whole Time Director and Chief OperatingOfficer of the Company with effect from 28th May 2021 which is subject toapproval of shareholders at the ensuing Annual General Meeting.

• Mr. Saurabh Somani resigned as the Company Secretary and Compliance Officer ofthe Company with effect from 15th July 2021. Ms. Pooja Karande was appointedin his place with effect from 13th August 2021.

• The Board on the recommendation of Nomination and Remuneration Committee attheir meetings held on 13th August 2021 considered and approved change indesignation of Mr. Sagar Meghe from Chairman and Managing Director to NonExecutiveNon-Independent Director cum Chairman of the Company with effect from 13thAugust 2021.

33. Committees of the Board

As on 31st March 2021 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 theBoard held during the financial year 2020-21 are given in the Report on CorporateGovernance section forming part of this Annual Report.

34. 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 asAnnexure-7 to the Board's Report.

35. 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 Annexure-5 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.

36. Secretarial Standards

The Company duly complies with all applicable secretarial standards issued by theInstitute of Company Secretaries of India.

37. Listing on stock exchange

The Company's shares are listed on BSE Limited.

38. 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 in Annexure-6 of this Board Report.

39. 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 31st December2018 the regulations were amended with Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018 effective from 1stApril 2019. Accordingly the Board has formulated Code of Conduct and Fair Disclosure forPrevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 forregulating monitoring and reporting of Trading of Shares by Insiders. The Code lays downguidelines procedures to be followed and disclosures to be made while dealing with sharesof the Company. The details of the Code of Conduct and Fair Disclosure for Prevention ofInsider Trading are given in Annexure-6 of this Board's Report.

40. 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 31st March 2021. Thedetails of the Code of Conduct for Directors KMP's and Senior Management are given inAnnexure-6 of this Board's Report.

The Annual Report of the Company contains a certificate by the Managing Director oncompliance declaration received from the Members of the Board KMP's and Senior Managementas Annexure-9.

41. Legal Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the LegalCompliance and Corporate Affairs functions.

42. 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.

43. 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.

44. Credit Ratings obtained

During the year the Company did the Credit rating from CARE Ratings Limited for theloans and credit facilities from Banks. The Ratings given

Facilities Amount (Rs. crore) Ratings Rating Action
Long-Term Bank Facilities 78.53 (enhanced from 76.87) CARE BBB; Negative (Triple B Minus; Outlook: Negative) Reaffirmed
Short-Term Bank Facilities 60.00 CARE A3 (A Three) Reaffirmed
Total 138.53 (Rupees One Hundred Thirty Eight Crore and Fifty Three Lakh only)

Further the Company has not issued any debt instrument or has no fixed depositProgramme or any scheme or proposal involving mobilization of funds whether in India orabroad.

45. 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 Harassment 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-6 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. The details of complaints fileddisposed of and pending during the financial year pertaining to sexual harassment areprovided in the Corporate Governance report of this Annual Report.

46. Other Disclosures:

Offer for Sale

The Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench vide its order dated 7thNovember 2019 approved the Scheme of Amalgamation of AKS Infradevelopers Private Limitedand SMG International Private Limited (Public Shareholders of the company) with RaghavInfradevelopers and Builders Private Limited (Promoter Company) becoming effective from 13thDecember 2019. Post scheme of amalgamation the total shareholding of promoter andpromoter group was increased to 90.53% as compared to 67.16%. In order to maintain theminimum public shareholding as per SEBI Regulations M/s Raghav Infradevelopers andBuilders Private Limited during the year under review made an Offer for Sale throughnotice of Offer for Sale of 1726671 Equity Shares of the Company of Rs. 10/- eachrepresenting 15.53% of the total share capital of the Company on the day of Offer for salethrough Stock Exchange Mechanism. M/s Raghav Infradevelopers and Builders Private Limitedhas complied with all the necessary rules regulations and Circulars issued by SecuritiesExchange Board of India (SEBI) pertaining to comprehensive guidelines on offer for salethrough stock exchange mechanism.

The Shareholding of promoter & promoter group before/after completion of Offer forSale is stated hereunder:

Sr.No. Particulars No. of Shares Percentage
1 Promoter and Promoter Group Shareholding before Offer for Sale 10064485 90.53%
2 Shares offered for Sale by Raghav Infradevelopers and Builders Private Limited 1726671 15.53%
3 Promoter and Promoter Group Shareholding after Offer for Sale 8337814 75%

47. Green Initiatives

Electronic copies of Annual Report 2020-21 and the Notice of 23rd 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 to the Members of the Company and to all other persons so entitledas per relaxations provided by Ministry of Corporate Affairs and Securities and ExchangeBoard of India respectively.

48. Acknowledgement

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 member 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.

For and on behalf of Board of Directors *)

Dr. Abhay Kimmatkar Mr. Rahul Joharapurkar
Place: Nagpur (Managing Director) (Jt. Managing Director)
Date: 13th August2021 (DIN: 01984134) (DIN: 08768899)

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