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Ceinsys Tech Ltd.

BSE: 538734 Sector: IT
NSE: N.A. ISIN Code: INE016Q01014
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VOLUME 344
52-Week high 154.75
52-Week low 65.00
P/E 9.84
Mkt Cap.(Rs cr) 133
Buy Price 115.00
Buy Qty 10.00
Sell Price 120.00
Sell Qty 191.00
OPEN 120.00
CLOSE 120.00
VOLUME 344
52-Week high 154.75
52-Week low 65.00
P/E 9.84
Mkt Cap.(Rs cr) 133
Buy Price 115.00
Buy Qty 10.00
Sell Price 120.00
Sell Qty 191.00

Ceinsys Tech Ltd. (CEINSYSTECH) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in submitting 21st (Twenty-First) Board's Report on thebusiness and operations of your Company for the financial year ended March 31 2019.

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

2019 2018 2019 2018
I. Revenue From Operations 17338.08 13625.70 17639.70 14069.69
II. Other Income 359.96 231.71 279.12 264.45
III. Total income (I + II) 17698.04 13857.41 17918.82 14334.14
IV. Expenses
Operating Expenses 8638.75 5988.32 8638.74 6110.53
Employee Benefits Expenses 4005.20 4083.70 4074.77 4168.25
Finance Costs 1621.38 1451.74 1621.38 1510.92
Depreciation and Amortisation Expenses 423.06 412.30 423.51 419.07
Admin & Other Expenses 2603.96 1715.25 2659.50 1808.31
Total Expenses (IV) 17292.35 13651.31 17417.90 14017.07
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV) 405.69 206.10 500.92 317.07
VI. Exceptional item - (54.04) - 193.47
VII. Profit/(Loss) before tax (V+VI) 405.69 152.06 500.92 510.54
VIII. Tax expenses (131.33) (11.14) 156.73 58.05
IX. Profit/(Loss) for the period/year after tax (VII + VIII) 274.36 140.92 344.19 452.49
X. Total Other Comprehensive Income (9.62) 22.69 (9.62) 37.85
XI. Total Comprehensive Income for the year (IX+X) 264.74 163.61 334.57 490.34
XII. Paid-up Equity Share Capital (Face value of Rs. 10/-each) 1111.71 1109.04 1111.71 1109.04
XIII. Earnings Per Equity Share of Rs.10/- each: 2.47 1.35 3.10 4.32

Financial Position

Standalone Consolidated
Particulars For the year ended March 31 For the year ended March 31
2019 2018 2019 2018
Equity
Equity Share Capital 1111.71 1109.04 1111.71 1109.04
Other Equity 5399.42 5498.61 5984.87 6078.66
Total Equity 6511.13 6607.65 7096.58 7187.70
Non-Current Liabilities 508.16 826.36 508.15 826.35
Current Liabilities 17773.12 14957.25 17782.48 15054.99
Total Liabilities 18281.28 15783.61 18290.63 15881.34
Equity + Liabilities 24792.41 22391.26 25387.21 23069.04
Property Plant and Equipment 2677.48 2623.74 2679.99 2626.55
Intangible Assets 147.20 175.34 152.77 180.91
Other Non-Current Assets 1368.36 926.49 1555.06 1084.23
Current Assets 20599.37 18665.69 20999.39 19177.35
Total Assets 24792.41 22391.26 25387.21 23069.04

1. Financial Performance

Revenue Standalone

On a standalone basis in financial year 2018-19 our Revenue from operations has showna considerable growth of 27.25% which resulted increase of Revenue to Rs. 17338.08 lakhsin FY 2018-19 from Rs. 13625.70 lakhs in last FY 2017-18.

Revenue Consolidated

On consolidated basis in financial year 2018-19 our Revenue from operations has showna considerable growth of 25.37% which resulted increase of Revenue to Rs. 17639.70 lakhsin FY 2018-19 from Rs. 14069.69 lakhs in last FY 2017-18.

Profits Standalone

On a standalone basis in financial year 2018-19 the profit before tax and exceptionalitems has shown a considerable growth of 96.85% which resulted an increase to Rs. 405.69lakhs in FY 2018-19 from Rs. 206.10 lakhs in last FY 2017-18. Profit after exceptionalitems and tax is Rs. 274.36 lakhs as against Rs. 140.92 lakhs in previous year.

Profits Consolidated

On consolidated basis in financial year 2018-19 the profit before tax and exceptionalitems has shown a considerable growth of 57.98% which resulted an increase to Rs. 500.92lakhs in FY 2018-19 from Rs. 317.07 lakhs in last FY 2017-18. Though Profit before tax andexceptional items has increased but due to Nil exceptional gain in current financial yearcompared to Rs. 193.47 lakhs reported in last financial year the Profit after exceptionalitems and tax has decreased to Rs. 344.19 lakhs as against Rs. 452.49 lakhs in lastfinancial year.

EPS

Basic earnings per share increased to Rs. 2.47 for financial year 2018-19 as comparedto previous financial year 2017-18 which was Rs. 1.35.

Dividend

Your Directors have recommended a final dividend of Rs.2.25 per Equity share forfinancial 2018-19 aggregating to Rs. 25013441.25 subject to approval of Shareholders atthe ensuing Annual General Meeting of the Company to be held on 20th September 2019.

Share Capital

The Share Capital as on March 31 2019 is Rs. 111170850/- against Rs. 110904400/-as on March 31 2018. During the year your Company has issued 26645 shares under ADCCEmployee stock option plan 2014 on March 29 2019 to eligible employees.

Transfer to Reserves

Your Company has not transferred any amount to the general reserve account during thereporting period.

Capital Expenditure on Assets

During financial year 2018-19 the company incurred capital expenditure of Rs. 467.97Lakhs as compared to Rs.360.80 Lakhs in the previous year. In the current year the Companyincurred capital expenditure mainly in Light Detection and Ranging remote sensing Machine(LiDAR) of Rs. 303.21 Lakhs.

2. Extract of Annual Report

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 Act 2013.

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 Deposits.

5. Maintenance of Cost Records

Your company is not required to maintain cost records under subsection (1) of section148 of the Companies Act 2013.

6. 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 beenmade in the notes to the Standalone Financial Statements under Note No. 39 which formspart 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-8 to the Board'sReport.

During the period under review the company had entered into contract/ arrangement/transaction with one of the related party viz Primus Finance Private Limited on arms'length basis which is considered material in accordance with the definition of materialityas included in the Company's Related Party Transaction Policy. The Company has takenproper approval of Shareholders for entering into this transaction. However 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 tothis Board's Report.

7. Material Events occurred after Balance Sheet date:

No material event occurred after the Balance Sheet date to be reported.

8. Board Policies

The details of the policies approved and adopted by the board are provided in Annexure-8to the Board's Report.

9. 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.

Your Company's Business 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. Thedetails pertaining to the composition terms of reference etc. of the IT and RiskManagement Committee are given in the Report on Corporate Governance section forming partof this Annual Report.

10. Business Description and State of Company's Affairs

Your Company 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 21years of experience in meeting a variety of customer needs in geospatial engineering andIT services. Your Company offers value added services to companies requiring help ingetting spatial information mapped and interpreted.

Your Company focuses on providing a high quality end-user experience whilestreamlining the underlying work lows and improving efficiency. The present domainexpertise includes GIS Remote Sensing Photogrammetry Highway Engineering HeritageMapping Electrical Solutions Water and sewerage solutions Engineering Design Servicesand enterprise level End to End Solutions using Web GIS. Your Company's solutions havewide market segment addressability. Your Company also initiated and introduced LiDAR(Laser based technology) and Unmanned Aerial Surveys (UAS) for Highway Asset Management(also called Road Asset Management System RAMS). Your Company is very well positioned toaddress these large opportunities.

In order to fulfil business objectives and to meet the demands of present and futureshould be a proper roadmap in place. Your Company has developed a Strategic ManagementPlan which deals with challenges opportunities and new initiatives that would lead togrowth for company and its Stakeholders. Your company conducts its strategic planningthrough a defined and structured mechanism and builds up an integrated platform in ITGeospatial & Engineering Tech Solutions which enables us to serve our clients to thebest of requirements.

Your Company has taken a path of becoming a world class IT organization; to positionitself as a holistic solution provider in Geospatial Engineering and IT Space. Bycreating roadmap 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 has signed up Technology Partnerships with various eminent technologysoftware provider (OEMs) for empowering itself in providing end to end solution offeringas one stop shop and bring in the right talent to cater the business needs of the company.

Along with these mentioned initiatives your Company has 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. Your Company also look forward in implementing effective systems of Learning& Development Employee Engagement & Performance Management System for itsemployees towards their contribution in the growth path. There is no change in the natureof business of the Company since last year.

11. Human Resource Development

Your Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companystrives to provide a conducive and competitive work environment to help the employeesexcel and create new benchmarks of productivity efficiency and customer delight. TheHuman Resource agenda continues to support the business in achieving sustainable andresponsible growth by building the right capabilities in the organisation. It continues tofocus on progressive employee relations policies creating an inclusive work culture and astrong talent pipeline.

Your company is known for having the best people practices for developing futureleaders. The ability to attract the best talent provides a competitive edge to 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 Company achieved many milestones by strengthening its base through CapabilityDevelopment Initiatives Gender Diversity and Digitisation etc. The company drivessustainable growth by leveraging employee- potential through capability developmentinitiatives in line with market expectations and by reducing cost and complexity inrehiring new talent. The company is focussed on building a high- performance culture witha growth mind-set where employees are engaged and empowered to be the best they can be.Developing and strengthening capabilities of all employees in the company has remained anon-going priority.

Your Company comprises a strong team of professionals who are result orientedcommitted and loyal. As on March 31 2019 the Company had 384 employees on its rolls.Please refer a separate Report on Material Developments in Human Resource Management givenin Management Discussion Analysis which forms part of this Annual Report.

12. Management Discussion and Analysis

In terms of the provisions of Regulation 34 read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report is presented in a separate section forming part of this Annual Report.

13. Subsidiaries

As on 31 March 2019 the Company has one subsidiary i.e. M/s ADCC Infocom PrivateLimited however does not have any Associate Company or incorporated Joint Venture.

During the year the Board of Directors (‘the Board') reviewed the affairs of itssubsidiary. In accordance with Section 129(3) of the Companies Act 2013 your Company hasprepared consolidated financial statements of the Company and its subsidiary which formpart of the Annual Report. Further a statement containing the salient features of thefinancial statement of your company's subsidiary in the prescribed format AOC-1 isappended as Annexure-1 to the Board's Report. Your Company doesn't have anymaterial subsidiary as on March 31 2019.

The statement also provides details of the performance and financial position of itssubsidiary. In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiary will be available forinspection till the date of AGM during business hours at the registered office of yourcompany. During the year ADCC Technology Zambia Limited a foreign subsidiary of yourCompany has been winded-up & struck off from the Register of Companies in accordancewith laws of Zambia.

14. Corporate Governance

Your Company strives to ensure that the best corporate governance practices areidentified adopted and consistently followed. Your Company believes that a goodgovernance is the basis for sustainable growth of the business and for enhancement ofstakeholder value. Your Directors reaffirm their continued commitment to good corporategovernance practices. It is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. A detailed report on CorporateGovernance forms an integral part of Annual Report and is set out as separate sectiontherein.

15. Audit reports and Auditors

Audit reports

The Auditors' Report for FY 2018-19 does not contain any qualification reservation oradverse remark. The statements made by the Auditors in their Report are self - explanatoryand do not call for any further comments. The Auditor's Report is enclosed as separatesection with the financial statements in this Annual Report.

Statutory Auditors have also provided their independent report on effectiveness ofInternal 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 on quarterlybasis and they furnish their quarterly report on their observations to Audit Committee fortheir discussion and review.

The Secretarial Auditors' Report for FY 2018-19 does not contain any qualificationreservation or adverse remark. The statements made by the Secretarial Auditors in hisReport are self - explanatory and do not call for any further comments. In terms ofprovisions of sub-section 1 of section 204 of the Companies Act 2013 the Company hasannexed to this Board's Report as Annexure-4 a Secretarial Audit Report given bythe Secretarial Auditor.

As required under SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 the Practicing Company Secretary's Certificate on Corporate Governance andqualification of directors including KYC requirement is appended as Annexure-10.The appended report does not contain any qualification reservation or adverse remarks.

Auditors

Statutory Auditors

M/s Chaturvedi & Shah LLP (FRN: 101720W/W100355) was appointed as StatutoryAuditors for a term of 5 consecutive years at the 20th Annual General Meeting held on 29thSeptember 2018. It has confirmed that they are not disqualified from continuing asStatutory Auditors of the Company.

Internal Auditors

M/s Shah Baheti Chandak & Co. (FRN: 109513W) was appointed as Internal Auditorsfor a term of 3 consecutive years at the Board Meeting held on 28th May 2018.

Management Auditor

M/s V. K. Surana & Co. (FRN: 110634W) was appointed as Management Auditors for aterm of 3 consecutive years at the at the Board Meeting held on 28th May 2018.

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 sub-section 1 of section 204 of theCompanies Act 2013 the Company has annexed to this Board's Report as Annexure-4a Secretarial Audit Report given by the Secretarial Auditor for financial year 2018-19.

16. Reporting of Fraud by Auditors

During the year 2018-19 neither Statutory Auditors nor Internal Auditor norsecretarial auditor has reported any instances of fraud committed against the Company byits officers or employees under section 143 (12) of the Companies Act 2013.

17. 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.

18. 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 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 Six (6) 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.

19. Directors' Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis the provisions of the Act(to the extent notified) and guidelines issued by SEBI. Ind AS are prescribed undersection 133 of Companies Act 2013 read with Rule 3 of the Companies (Indian AccountingStandards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules 2016.Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or the revision to an existing accounting standard requiresa change in the Accounting policy hitherto in use.

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

II. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

III. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV.They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

VI.They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

20. Internal Financial Controls with Reference to the Financial Statements

Your 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 which aredesigned to ensure reliability of financial reporting compliance with policiesprocedure applicable laws and regulations and that all assets and resources are acquiredeconomically used efficiently 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.

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 2018-19.

21. Declaration of Independence by Independent Director

Your Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 and Regulation 25 (8) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 that he/she meets with the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

22. 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 the Committees of yourCompany was conducted based on the criteria and framework designed by Nomination andRemuneration Committee and duly adopted by the Board. The evaluation process focused onvarious aspects of the functioning of the Board and Committees such as composition of theBoard and Committees experience integrity frequency of meeting competenciesperformance of specific duties and obligations governance issues etc. The guidance noteissued by SEBI on Board Evaluation was duly considered while conducting the evaluationexercise. Separate exercise was carried out to evaluate the performance of individualDirectors on parameters such as attendance contribution timely decisionsconfidentiality competency governance independent judgement etc.

During the above evaluation process it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring about different complementarities thathelps Board discussions to be rich and value adding. It was also noted that the Committeesare functioning well and besides the Committee's terms of reference as mandated by lawimportant issues are brought up and discussed in the Committee Meetings.

23. Familiarization Programmes for Board Members

The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarise with the Company's procedures andpractices. Periodic presentations are made on business and performance updates of theCompany business strategy and risks involved. The Directors are also updated with variousregulations prevailing at the time and the new judicial pronouncements.

24. Policy on Directors Appointment Remuneration and other details

The Nomination and Remuneration Committee (‘NRC') has adopted the policy andprocedures with regard to identification and nomination of persons who are qualified tobecome directors 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 theCompanies Act 2013.

Salient features of nomination & remuneration policy: a. ensuring the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivatedirectors of the quality required to run the company successfully. b. ensuring that therelationship of remuneration to performance is clear and meets appropriate performancebenchmarks; c. determining the Company's policy on specific remuneration package for theManaging Director / Executive Director. d. ensuring that the remuneration to directorsinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals. e.deciding the salary allowances perquisites bonuses notice period severance fees andincrement of Executive Directors. f. defining and implementing the Performance LinkedIncentive Scheme evaluating the performance and determining the amount of incentive ofthe Executive Directors for the same. g. reviewing and suggesting revision of the totalremuneration package of the Executive Directors after keeping in view the performance ofthe Company standards prevailing in the 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.

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

The following appointments re-appointments and resignations were made during the year:

Mr. Sagar Meghe has been re-designated as Chairman & Managing Director (CMD) of theCompany with effect from July 01st 2018.

Mr. Hemant Thakare was appointed as Whole Time Director and Chief Operating Officer(COO) of the Company with effect from May 28 2018.

Mr. Dinesh Kumar Singh was appointed as Whole Time Director with the nomenclature ofDirector-Finance and CFO of the Company with effect from May 28 2018.

Mr. Kishore Dewani was appointed as an Additional Director in the category ofNon-Executive and Independent Director of the Board effective from January 15 2018 andshareholders at the 20th Annual General Meeting held on September 29 2018 haveregularized his appointment as non-executive and Independent Director effective fromJanuary 15 2018 for a term of Five (5) years i.e. up to January 14 2023.

26. 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. InformationTechnology and Risk Management Committee 6. Management Committee

The details of the powers functions composition and meetings of the Committees of theBoard held during the financial year 2018-19 are given in the Report on CorporateGovernance section forming part of this Annual Report.

27. 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-9to the Board's Report.

28. 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 andmotivate employees as also to attract and retain the talent. Details of the stock optionsgranted under ADCC ESOP 2014 are annexed to this Report as Annexure-7.

During the year under review the Company has allotted 26645 shares pursuant to"ADCC Employee Stock Option Plan 2014" on March 29 2019. The issuance ofshares pursuant to the said scheme has resulted in the increase in number of Equity sharesissued by the Company which stands at 11117085 shares as on March 31 2019 which was11090440

Shares as on March 31 2018.

29. 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 cultural wellbeing of individuals and regions connected to the Company's activities. Your Company hasadopted 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-6 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.

30. Secretarial Standards

The Company duly complies with all applicable secretarial standards.

31. 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-8 of this Board Report.

32. 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 December 2018 theregulations were amended with Securities and Exchange Board of India (Prohibition ofInsider Trading) (Amendment) Regulations 2018 effective from 01st April 2019.Accordingly the Board has formulated Code of Conduct and Fair Disclosure for Preventionof Insider Trading Policy in accordance with Regulation 8 & 9 of Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 for regulatingmonitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelinesprocedures to be followed and disclosures to be made while dealing with shares of theCompany. The details of the Code of Conduct and Fair Disclosure for Prevention of InsiderTrading are given in Annexure-8 of this Board's Report.

33. Legal Governance and Brand Protection

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

34. 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.

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's 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'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. During the year the Company has not received anycomplaints of sexual harassment.

37. Other Disclosures:

Open Offer-

Mr. Sagar Meghe Mr. Sameer Meghe Mr. Devika Meghe and Mr. Vrinda Meghe belonging topromoter and promoter group (hereinafter referred to as an ‘Acquirers') of yourcompany had made a public announcement on 16th January2019 for the acquisition of upto2892559 (Twenty Eight lakhs Ninety Two Thousand Five hundred and Fifty Nine only) fullypaid up Equity Shares of Face Value Rs.10 representing 26.02% of Fully Diluted VotingShare Capital of Ceinsys Tech Limited (Target Company).

Acquirers had complied with all the necessary rules and regulations stated under SEBI(Substantial Acquisition of Shares and Takeover) Regulation and taken all the steps forcompletion of open offer process.

The Shareholding of Acquirer and promoter & promoter group after closure of OpenOffer is stated hereunder:

Sr. No. Particulars No. of Shares

Percentage

1 Offer Size

2892559

26.02%

2 Shares Bided

1058591

9.52%

3 Pre-Offer Shareholding of Acquirer

2699093

24.29%

4 Post-Offer Shareholding of Acquirer

6406100

57.64%

5 Pre-Offer Shareholding of Promoter & Promoter Group

3759285

33.82%

6 Post-Offer Shareholding of Promoter & Promoter Group

7466292

67.16%

38. Green Initiatives

Electronic copies of Annual Report 2018-19 and the Notice of 21st Annual GeneralMeeting shall be sent to all the members whose email addresses are registered with thecompany/depository participant. For members who have not registered their email addressphysical copies shall be sent in the permitted form.

39. Acknowledgement

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 cooperation 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 Board of Directors
Sagar Meghe
Place : Nagpur (Chairman and Managing Director)
Date : 6th August 2019 (DIN: 00127487)

.