Your Directors have pleasure in submitting their Twentieth (20th) Board's Report on thebusiness and operations of the Company for the financial year ended March 31 2018. TheStandalone & Consolidated performance of the Company has been referred whereverrequired.
Results of Company's Operations and Performance
| || |
|Particulars || |
For the year ended March 31
For the year ended March 31
| ||2018 ||2017 ||2018 ||2017 |
|Revenue from Operations ||13625.70 ||13613.04 ||14069.69 ||14394.76 |
|Cost of Sales ||7281.25 ||8118.07 ||7487.90 ||8370.57 |
|Gross Profit ||6344.45 ||5494.97 ||6581.79 ||6024.19 |
|Operating expenses || || || || |
|General and administration expenses ||4506.02 ||3832.76 ||4599.18 ||3915.90 |
|Finance Cost ||1451.74 ||1394.15 ||1510.92 ||1427.12 |
|Total Operating expenses ||5957.76 ||5226.91 ||6110.10 ||5343.02 |
|Operating profit ||386.69 ||268.06 ||471.69 ||681.17 |
|Other income ||231.71 ||192.32 ||264.45 ||182.13 |
|Depreciation and Amortization ||412.30 ||356.93 ||419.07 ||363.65 |
|Profit Before non-controlling interest/ share in net loss of associate ||206.10 ||103.45 ||317.07 ||499.65 |
|Exceptional Items ||(54.04) ||- ||193.47 ||120.17 |
|Profit before tax ||152.06 ||103.45 ||510.54 ||619.82 |
|Tax expense ||(11.14) ||(89.42) ||(58.05) ||(62.37) |
|Profit after tax ||140.92 ||14.03 ||452.49 ||557.45 |
|Non-controlling interest || || || || |
|Profit for the year ||140.92 ||14.03 ||452.49 ||557.45 |
|Other comprehensive income/Expenses || || || || |
|Items not to be reclassified subsequently to profit or loss ||22.69 ||(4.81) ||22.69 ||(4.81) |
|Items to be reclassified subsequently to profit or loss || || ||15.16 ||9.47 |
|Total other comprehensive income net of tax ||22.69 ||(4.81) ||37.85 ||4.66 |
|Total comprehensive income for the year ||163.61 ||9.22 ||490.34 ||562.11 |
|Earnings per share (EPS) || || || || |
|Basic ||1.35 ||0.14 ||4.32 ||5.57 |
|Diluted ||1.34 ||0.14 ||4.31 ||5.53 |
Note: During the financial year ended March 31 2018 the Company has sold itsentire stake in three subsidiaries (viz. AI Instruments Private Limited ADCC Tech Limitedand ADCC International East Africa Limited.) During the previous financial year endedMarch 31 2017 the Company has sold its entire stake in its subsidiary (ADCC AcademyPrivate Limited). The gain/loss of sale of subsidiaries have been disclosed underexceptional items
| || |
|Particulars || |
For the year ended March 31
For the year ended March 31
| ||2018 ||2017 ||2018 ||2017 |
|Equity || || || || |
|Equity Share Capital ||1109.04 ||913.82 ||1109.04 ||913.82 |
|Other Equity ||5498.61 ||3971.56 ||6078.67 ||4240.03 |
|Total Equity ||6607.65 ||4885.38 ||7187.71 ||5153.85 |
| || || || || |
|Non-Current Liabilities ||826.36 ||987.55 ||826.35 ||987.55 |
|Current Liabilities ||14957.26 ||12258.46 ||15055.00 ||13289.98 |
|Total Liabilities ||15783.62 ||13246.01 ||15881.35 ||14277.53 |
| || || || || |
|Equity + Liabilities ||22391.27 ||18131.39 ||23069.06 ||19431.38 |
| || || || || |
|Property Plant and Equipment ||2555.85 ||2598.34 ||2558.67 ||2621.01 |
|Intangible Assets ||175.34 ||205.78 ||175.34 ||205.78 |
|Other Non-Current Assets ||993.59 ||924.39 ||1156.90 ||981.04 |
| || || || || |
|Current Assets ||18666.49 ||14402.88 ||19178.15 ||15623.55 |
| || || || || |
|Total Assets ||22391.27 ||18131.39 ||23069.06 ||19431.38 |
1. The above figures are extracted from the audited standalone and consolidatedfinancial statements as per Indian Accounting Standards (Ind AS).
2. These are company's first financial statement prepared in accordance with IND AS.
3. IND AS permits a first time adopter to elect to continue with the carrying value forall its property plant and equipment as recognized in the financial statements as at dateof transition to IND AS measured as per previous GAAP and use that as its deemed cost asat date of transition. This exemption can also be used for intangible assets covered byIND AS 38 Intangible Assets. Accordingly the Company has elected to measure all of itsproperty plant and equipment and intangible assets at their previous GAAP carrying value.
1. Financial Performance
Revenue - Standalone
On a standalone basis in fiscal 2018 our Revenue from operations has shown only aslight increase to Rs. 13625.70 Lakhs from Rs. 13613.04 Lakhs in the previous fiscal2017 thereby registering a marginal growth of 0.1%. Certain service contracts in previousGAAP were recorded using the completed contract method however the same are now recordedas per principles laid down under IND AS 18 i.e. percentage of completion method. Out oftotal revenue from operations 84.53% came from Enterprise Geospatial and EngineeringServices 13.76% from Software products and 1.71% came from Power generation.
Revenue - Consolidated
On a consolidated basis in fiscal 2018 our Revenue from operations has declined to Rs.14069.69 Lakhs from Rs. 14394.76 Lakhs in fiscal 2017 thereby registering a decrease of2.26%. The decrease was due to diminution in the Geospatial business revenue from ADCCInfocom Pvt Ltd our subsidiary company. Certain service contracts in previous GAAP wererecorded using the completed contract method however the same are now recorded as perprinciples laid down under IND AS 18 i.e. percentage of completion method. Out of totalrevenue from operations 82.69% came from Enterprise Geospatial and Engineering Services15.65% from Software products and 1.66 % came from Power generation.
Profits - Standalone
The Profit before tax and exceptional items is Rs.206.10 Lakhs (1.48 % of revenue) asagainst Rs. 103.45 Lakhs (0.75 % of revenue) in previous year. Profit after exceptionalitems and tax is Rs. 140.92 Lakhs (1.02% of revenue) as against Rs.14.03 Lakhs (0.10 % ofrevenue) in previous year. The total comprehensive income for the fiscal 2018 amounts toRs. 163.61 Lakhs(1.18% of revenue) as against Rs. 9.22 Lakhs (0.07% of revenue) in theFiscal 2017. It can be observed that there is remarkable increase in profit ratio despitethe nominal increase in the Revenue.
Profits - Consolidated
The Profit before tax and exceptional items is Rs. 317.07 Lakhs (2.21% of revenue) asagainst Rs. 499.65 Lakhs (3.43 % of revenue) in previous year. Profit after exceptionalitems and tax is Rs. 452.49 Lakhs (3.16% of revenue) as against Rs. 557.45 Lakhs (3.82%of revenue) in previous year. The total comprehensive income for the fiscal 2018 amountsto Rs. 490.34 Lakhs (3.42% of revenue) as against Rs. 562.11 Lakhs (3.86% of revenue) inthe Fiscal 2017. Profit before tax and exceptional items decreased due to diminution inthe Geospatial business revenue in subsidiary which use to provide higher margins.
Basic earnings per share increased to Rs.1.35/- for Fiscal 2018 as compared to previousFiscal 2017 of Rs. 0.14/-. Diluted earnings per share increased to Rs.1.34/- for Fiscal2018 as compared to previous Fiscal 2017 of Rs. 0.14/-.
Your directors have recommended a final dividend of Rs.1.25 per share for Fiscal 2018aggregating to Rs.13863050/- subject to approval of Shareholders at the ensuing AnnualGeneral Meeting of the Company to be held on 29th September 2018.
The Payment of Dividend is Subjected to Approval of Shareholders at the ensuing AnnualGeneral Meeting.
Pursuant to the approval of shareholders through Postal Ballot on 4th August 2017 theauthorized share capital of the company increased from Rs 1000 Lakhs to Rs 2000 Lakhs inthe Fiscal 2018 by creation of additional 100 Lakhs equity shares of Rs. 10/- each.
The Company has issued 38395 shares under ADCC Employee stock option plan 2014 on29th March 2018 to eligible employees. The Company has issued 913825 bonus shares inthe ratio of 1 bonus share for each 10 existing equity shares on 11th August 2017 andaccordingly adjusted Rs. 91. 38 Lakhs against Securities Premium Account. The Company hasmade preferential allotment of 1000000 Equity Shares at a premium of Rs. 160/- per sharehaving face value of Rs 10/- each at an issue price of Rs. 170/- per share on 15 November2017.
Transfer to Reserves
The Company has not transferred any amount to the general reserve account during thereporting period.
Capital Expenditure on tangible assets
In Fiscal 2018 on a standalone basis we incurred capital expenditure of Rs 334.17Lakhs as compared to previous Fiscal 2017 of Rs 289.37 Lakhs.
2. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure 5 to Board's report as per section 92(3) of Companies Act2013.
3. 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.
4. Public Deposits
In terms of the provision of Chapter V of the Companies Act 2013 read with therelevant rules your Company has not accepted any Public deposit during the year underreview.
5. 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 on atarm's length basis.
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 8 to the Board'sreport.
There were no material significant related party transactions made by the Company whichcould have potential conflict with the interest of the Company at Large. Particulars ofcontract or arrangements with related parties referred to in Section 188 (1) of CompaniesAct 2013 in the prescribed Form AOC-2 is appended as Annexure 2 to this Board'sreport.
6. Material Events occurring after Balance Sheet date
The Board of Directors at their meeting held on May 28 2018 and Shareholders throughpostal ballot & E-Voting approved the adoption of new set of Articles of Associationof the Company; redesignation of Mr. Sagar Meghe from Whole Time Director with theNomenclature of Chairman to Managing Director with the Nomenclature of Chairman andManaging Director of the company Appointment of Dr. Hemant Thakare as Whole Time Directorwith the Nomenclature of Chief Operating Officer of the company Appointment of CA DineshKumar Singh as Whole Time Director with Nomenclature of Director-Finance and ChiefFinancial Officer of the company.
7. Board Policies
The details of the policies approved and adopted by the board are provided in Annexure8 to the Board's report.
8. Risk Management
Risk Management is an integral and important component of Corporate Governance. YourCompany believes that a robust Risk Management system ensure adequate controls andmonitoring mechanisms for a smooth and efficient running of the business.
A risk-aware organization is better equipped to maximize the shareholder value. In thelight of above your Company at its Board meeting held on February 13 2018 formed an ITand Risk Management Committee. The Company's Business Risk Management Framework helps inidentifying risks and opportunities that may have a bearing on the organization'sobjectives assessing them in terms of likelihood and Magnitude of impact and determininga response strategy. The details pertaining to the composition terms of reference etc.of the IT and Risk Management Committee are given in the Report on Corporate Governancesection forming part ofthis Annual Report.
9. Business Description
Ceinsys offers state-of-the-art Geospatial Engineering & IT Solutions with aspecific Business focus in Infrastructure Government and Defence & Security segments.It brings together deep domain expertise strong financials skilled resource base and 20years of experience in meeting a variety of customer needs in geospatial engineering andIT services. Ceinsys offers value added services to companies requiring help in gettingspatial information mapped and interpreted.
Ceinsys focuses on providing a high quality end-user experience while streamlining theunderlying workflows and improving efficiency. The present domain expertise includes GISRemote Sensing Photogrammetry Highway Engineering Heritage Mapping ElectricalSolutions Water and sewerage solutions Engineering Design Services and enterprise levelEnd to End Solutions using Web GIS. Our solutions have wide market segment addressability.Ceinsys also initiated and introduced LiDAR (Laser based technology) and Unmanned AerialSurveys (UAS) for Highway asset Management (also called Road Asset Management System -RAMS). Ceinsys is very well positioned to address these large opportunities.
In order to fulfil business objectives and to meet the demands of present and futurewe have to have a proper roadmap in place. Your Company has developed a StrategicManagement Plan which deals with challenges opportunities and new initiatives that wouldlead to growth for company and its Stakeholders. Your company conducts its strategicplanning through a defined and structured mechanism and builds up an integrated platformin IT Geospatial & Engineering Tech Solutions which enables us to serve our clientsto the best of requirements.
Last year we rebranded the corporate identity from ADCC to Ceinsys your Company hastaken a path of becoming a world class IT organization; to position itself as a holisticsolution provider in Geospatial Engineering and IT Space. By creating roadmap for next 5years with respect to Market Industry Trends along with Government spending inInfrastructure & Information Technology space it will scale up its capability inInfrastructure Government and Defence & Security Solutioning.
Your company will signup Technology Partnerships for empowering itself in providing endto end solution offering as one stop shop and bring in the right talent to cater thebusiness needs of the company.
Along with these mentioned initiatives Ceinsys have also planned to auditstandardize streamline & develop processes that would help Middle Management Team andin turn the company to holistically manage its organisation structure processespractices employees customers & infrastructure in accordance with its businessobjectives. Ceinsys also look forward in implementing effective systems of Learning &Development Employee Engagement & Performance Management System for its employeestowards their contribution in the growth path.
10. Human Resource Development
Ceinsys Tech Limited considers its employees as most valuable resource and ensuresstrategic alignment of Human Resource practices to business priorities and objectives. TheCompany strives to provide a conducive and competitive work environment to help theemployees excel and create new benchmarks of productivity efficiency and customerdelight.
The Human Resource agenda continues to support the business in achieving sustainableand responsible growth by building the right capabilities in the organisation. Itcontinues to focus on progressive employee relations policies creating an inclusive workculture and a strong talent pipeline.
The company is known for having the best people practices for developing futureleaders. The ability to attract the best talent provides a competitive edge to theorganisation. A series of programmes like maternity and paternity support Career byChoice and location flexibility have helped in driving the Inclusion and Diversity agenda.The company continues to focus on driving inclusion through building leadership capabilityand recognising line managers who provide a simple flexible and respectful workenvironment for their teams.
The Human Resource function of the Company achieved many milestones by strengtheningits base through Capability Development Initiatives Gender Diversity and Digitisationetc. The company drives sustainable growth by leveraging employee- potential throughcapability development initiatives in line with market expectations and by reducing costand complexity in rehiring new talent. The company is focussed on building a high-performance culture with a growth mind-set where employees are engaged and empowered tobe the best they can be. Developing and strengthening capabilities of all employees in thecompany has remained an on-going priority.
The Company comprises a strong team of professionals who are result orientedcommitted and loyal. As on March 31 2018 the Company had 418 employees on its rolls.Please refer a separate Report on Human Resource Management given in Management DiscussionAnalysis which form part ofthis Annual Report.
11. Management Discussion and Analysis
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is presentedin a separate section forming part ofthis Annual Report.
As on 31 March 2018 The Company has no Associate Company Operating Joint Venture andhave only two Subsidiaries which are as follows:-
1. ADCC Infocom Private Limited;
2. ADCC Technology Zambia Limited
During the year the Board of Directors ('the Board') reviewed the affairs of itssubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and its subsidiaries which formpart of the Annual Report. Further a statement containing the salient features of thefinancial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure1 to the Board's report.
The statement also provides details of the performance and financial position of eachof the subsidiaries. In accordance with Section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries will beavailable for inspection till the date of AGM during business hours at our registeredoffice.
During the year the company has sold the following companies:
1. A I Instruments Private Limited
2. ADCC International East Africa Limited
3. ADCC Tech Limited
13. 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. A detailed report on Corporate Governance forms an integral part of AnnualReport and is set out as separate section therein.
14. Audit reports and Auditors Audit reports
The Auditors' report for fiscal 2018 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
CS Sushil Kawadkar is a Practising Company Secretary having FCS No: 5725 &CP No.: 5565
The Secretarial Auditors' Report for fiscal 2018 does not contain anyqualification reservation or adverse but have some observation which forms part ofreport. The Board has replied on the observation and forms part of the same report. 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 AuditReport given by the Secretarial Auditor.
As required under SEBI (Listing obligation and disclosure requirement)regulation 2015 the Practicing Company Secretary's Certificate on Corporate Governanceis appended as Annexure-10. The appended report does not contain any qualificationreservation or adverse remarks.
M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) ('PriceWaterhouse') was appointed as Statutory Auditor of the Company on 26th September 2017 fora period of One (1) year who shall hold office until the conclusion of the ensuing AnnualGeneral Meeting ('AGM') of the Company. The Company has received Special Notice underSection 140 (4) of the Companies Act 2013 for appointment of Chaturvedi & ShahChartered Accountants in place of retiring Auditor.
On the receipt of the Special Notice under Section 140 (4) of the Companies Act 2013the Board under the guidance of the Audit Committee initiated the process of selection ofChaturvedi & Shah Chartered Accountants and had detailed interactions with them andassessed them against a defined eligibility and evaluation criteria.
The Board at its meeting held on 4th September 2018 considered the recommendations ofthe Audit Committee with respect to the appointment of Chaturvedi & Shah CharteredAccountants as the statutory auditor. Based on due consideration the Board recommends foryour approval the appointment of Chaturvedi & Shah Chartered Accountants as thestatutory auditor of the Company.
Accordingly resolution has been proposed for appointment of Chaturvedi & ShahChartered Accountants as Statutory Auditor of the Company in terms of Section 139 140(4)141 142 and other applicable provisions if any of the Companies Act 2013 and Rulesthereunder for a period of Five (5) years.
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.
15. Reporting of Fraud by Auditors
During the year 2017-18 neither the statutory auditors nor the secretarial auditor hasreported any instances of fraud committed against the Company by its officers or employeesunder section 143(12) of the Companies Act 2013.
16. Segment Reporting
The 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.
17. Board of Directors and its Meeting
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 Director. The Board provides strategic guidance and direction to theCompany in achieving its business objectives and protecting the interest of thestakeholders. The Board met Eight (8) times during the financial year.
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.
18. Directors' Responsibility Statement
The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by SEBI. Ind AS are prescribed under section133 of Companies Act 2013 read with Rule 3 of the Companies (Indian AccountingStandards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules 2016.Effective April 1 2017 the Company has adopted all the Ind AS standards and the adoptionwas carried out in accordance with the applicable transition guidance. Accounting policieshave been consistently applied except where a newly issued accounting standard isinitially adopted or the revision to an existing accounting standard requires a change inthe 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.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2017-18.
19. Internal Financial Controls with Reference to the Financial Statements
The Company has in place proper and adequate internal financial control systemscommensurate with the nature of its business size and complexity of its operations.Internal financial control systems comprising of policies and procedures are designed toensure reliability of financial reporting compliance with policies procedure Applicablelaws and regulations and that all assets and resources are acquired economically usedefficiently and adequately 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.
20. Declaration of Independence by Independent Director
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 and that he/she meets with the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation16(b) and 25 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
21. 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 Chairman and that ofindividual 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 has to review the assess of Quality Quantity &Timeliness of flow of Information between the Company management and Board to Performtheir Duties effectively. The Nomination and Remuneration Committee of the Company haslaid down the criteria for performance evaluation of the Board its Committees andindividual directors including Independent 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.
22. Familiarisation 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 and given to the Directors. The Directorsare also updated with various regulations prevailing at the time and the new judicialpronouncements.
Presentations on the latest technology and software developed by the company are alsoorganised for the Independent Directors to enable them to understand the operations of theCompany.
23. Directors and Key Managerial Personnel
The following changes were made during the year:
Mr. Sameer Meghe resigned as Vice-Chairman and Whole Time Director of theCompany on May 31 2017. The Board places on record its appreciation of the contributionmade by Mr. Sameer Meghe as Vice-Chairman and Whole Time Director of the Company.
Mr. Atul Dev Tayal was appointed as Managing Director with the Nomenclature ofVice Chairman and Sr. Managing Director effective from July 01 2017.
Mr. Dhruv Kaji was appointed as an Additional Director in the category ofnon-executive and Independent Director of the Board effective from July 14 2017 and theshareholders at the 19th Annual General Meeting held on September 26 2017 have regularizehis appointment as non-executive and Independent Director effective from July 14 2017 fora term of Five (5) years i.e. up to July 13 2022.
Mr. Satish Wate was appointed as an Additional Director in the category ofnon-executive and Independent Director of the Board effective from July 14 2017 andshareholders at the 19th Annual General Meeting held on September 26 2017 have regularizehis appointment as non-executive and Independent Director effective from July 14 2017 fora term of Five (5) years i.e. up to July 13 2022.
Ms. Renu Challu was appointed as an Additional Director in the category ofnon-executive and Independent Director of the
Board effective from August 31 2017 and shareholders at the 19th Annual GeneralMeeting held on September 26 2017 have regularize her appointment as non-executive andIndependent Director effective from August 31 2017 for a term of Five (5) years i.e. upto August 30 2022.
Mr. Chandrakant Tiwari resigned effective from August 31 2017. The Board placeson record its appreciation of the contribution made by Mr. Chandrakant Tiwari asIndependent Director of the Company.
Mr. George Jacob resigned effective from August 31 2017. The Board places onrecord its appreciation of the contribution made by Mr. George Jacob as IndependentDirector of the Company.
Mr. Jinesh Vora resigned from the post of Company Secretary effective fromAugust 31 2017.
Mr. Saugata De was appointed as Company Secretary and Chief Compliance Officereffective from August 31 2017.
Mr. Kishore Dewani was appointed as an Additional Director in the category ofnon-executive and Independent Director of the Board by passing resolution by circulationeffective from January 15 2018 and who shall hold office till the ensuing 20th AnnualGeneral Meeting to be held on September 29 2018. Pursuant to section 160 of the CompaniesAct 2013 your Company has received separate notices proposing the appointment of Mr.Kishore Dewani as an Independent Director on the Board at the ensuing Annual GeneralMeeting. Accordingly the Board recommends his appointment as an Independent Director. Theresolution confirming the above appointment forms part of the notice of Annual GeneralMeeting. We seek your support in confirming the above appointment.
Mr. Saugata De resigned effective from March 29 2018. The Board places onrecord its appreciation of the contribution made by Mr. Saugata De as Company Secretaryand Chief Compliance Officer of the Company.
Mr. Jinesh Vora was appointed as Company Secretary cum Compliance Officereffective from March 29 2018 consequent to resignation of Mr. Saugata De.
Mr. Amit Somani resigned effective from March 29 2018. The Board places onrecord its appreciation of the contribution made by Mr. Amit Somani as Managing Directorof the Company.
Mr. Atul Dev Tayal resigned effective from March 29 2018. The Board places onrecord its appreciation of the contribution made by Mr. Atul Dev Tayal as Vice Chairmanand Sr. Managing Director of the Company.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Dr. Abhay Kimmatkar is liable to retire by rotation at theensuing 20th Annual General Meeting (AGM). Dr. Abhay Kimmatkar has confirmed hiseligibility and willingness to accept the office of Director of your Company if confirmedby the Members at the ensuing AGM. In the opinion of Directors the Company will continueto benefit Dr. Abhay Kimmatkar in his capacity as the Joint Managing Director of theCompany. The Board recommends and seeks your support in confirming reappointment of fromDr. Abhay Kimmatkar. The profile and particulars of experience attributes and skills thatqualify from Dr. Abhay Kimmatkar for the Board membership is disclosed in the Notice ofthe Annual General Meeting.
24. Policy on Directors Appointment Remuneration and other details
The Nomination and Remuneration Committee ('NRC') of Ceinsys Tech Limited (the'Company') has adopted the policy and procedures with regard to identification andnomination of persons who are qualified to become directors and who may be appointed insenior management. This policy is framed in compliance with the applicable provisions ofRegulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 ('the Regulations') and Section 178 and otherapplicable provisions of the Companies Act 2013.
The Board has also approved a Policy relating to remuneration of Directors members ofSenior Management and Key Managerial Personnel other matters provided in Section 178(3) ofthe Companies Act 2013 is available on Company's website at http://www.ceinsys.com/investors/Policies/Nomination-&Remuneration-Policy.pdf
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 including pension rights.
d. ensuring that the remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working 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 (including ESOP ofthe Company) and evaluating the performance and determining the amount of incentive of theExecutive Directors for the same.
g. deciding the amount of Commission payable to the Whole time Directors if any.
h. reviewing and suggesting revision of the total remuneration package of the KeyManagerial Personnel and Executive Directors after keeping in view the performance of theCompany standards prevailing in the industry statutory guidelines etc.
i. formulating and administering the Employee Stock Option Scheme.
j. promoting and developing a high performance workforce in line with the Companystrategy.
25. Committees of the Board
The Board has six committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship & Investor Grievances Committee
5. Information Technology and Risk Management Committee*
6. Management Committee
TT and Risk Management Committee was constituted by the Board at their meetingheld on February 132018.
Board is responsible for direction control conduct management and supervision of thecompany's affairs. It has established effective corporate governance procedures and bestpractices in the company. Committees appointed by the Board focus on specific areas andtake informed decisions within the framework of delegated authority and make specificrecommendations to the Board on matters in their areas or purview. All decisions andrecommendations of the committees are placed before the Board for information or forapproval.
The details of the powers functions composition and meetings of the Committees of theBoard held during the year are given in the Report on Corporate Governance section formingpart of this Annual Report.
26. 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-9 tothe Board's report.
27. 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 are annexed to this Report as Annexure-7.
During the year under review the Company has allotted 38395 shares pursuant to"ADCC Employee Stock Option Plan 2014" on March 29 2018. The issuance ofshares pursuant to the said scheme has resulted in the increase in number of Equity sharesissued by the Company which stands at 11090440 shares as on March 31 2018.
28. 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 we believe in positive relationships that are built withconstructive engagement which enhances the economic social and cultural well-being ofindividuals and regions connected to our activities. The Company had adopted a detailedpolicy on Corporate Social Responsibility and also discussed and identified the core areasin which the CSR activities was proposed to be carried out in the CSR Committee Meetingsfrom time to time. The Corporate Social Responsibility Policy can be accessed on theCompany's website at the link: http://www.ceinsys.com/investors/Policies/CorporateSocial-Responsibility-Policy.pdf 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-6 of this report in theformat prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
Salient features of Corporate social responsibility policy:
I. Identifying broad areas of intervention in which the company can undertake projects;
ii. to serve this policy as a guiding document in executing and monitoring CSRprojects;
iii. undertaking broad criteria for 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 centres that leads to enhancing the quality of life & economic well -being of the local populace.
29. Secretarial Standards
The Company duly complies with all applicable secretarial standards.
30. 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 directors andemployees it provides a channel to the employees to report to the appropriate authoritiesconcerns about unethical behavior Actual or suspected fraud or violation of theCompany'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 in Annexure-8ofthis board report.
31. Prevention of Insider 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 details of the Code of Conduct &Fair Disclosure for Prohibition of Insider Trading are given in Annexure-8 ofthisboard report.
32. 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.
33. Enhancing Shareholders Value
Your Company believes that its Members are among 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.
34. Listing on Stock Exchange
The Company's Shares were listed on SME Platform of BSE Limited on October 22 2014. InFiscal 2018 the Company has migrated from the SME platform to the main board of BSELimited in fiscal 2018.
35. 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' future operations.
36. 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-8 of this board report.
During the year the Company has not received any complaints of sexual harassment.
37. Green Initiatives
Electronic copies of Annual Report 2017-2018 and the Notice of 20th Annual GeneralMeeting are sent to all the members whose email addresses are registered with thecompany/depository participant. For members who have not registered their email addressphysical copies are sent in the permitted form.
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 |
| || |
|Place : Nagpur ||Sagar Meghe |
|Date: 4th September 2 0 18 ||(Chairman & Managing Director) |