|BSE: 512341||Sector: IT|
|NSE: N.A.||ISIN Code: INE396F01013|
|BSE 00:00 | 27 Apr||CES Ltd|
|NSE 05:30 | 01 Jan||CES Ltd|
CES Ltd. (CES) - Director Report
Company director report
The Members of M/s. CES LIMITED
The Directors have pleasure in presenting the 36th Annual Report of theCompany together with the Audited Accounts for the year ended on 31st March 2021(01.04.2020 to 31.03.2021).
(Rs. In Lacs)
BUSINESS PERFORMANCE OF THE COMPANY
Standalone: Our revenue for financial year 2020-21 is Rs. 13211.76Lacs and our profit after tax (PAT) Rs. 288.48Lacs.
Consolidated: Our consolidated financial results for financial year2020-21 is Rs. 32953.69 Lacs and our consolidated profit after tax (PAT) is Rs. 2405.08Lacs.
COMMITTEES OF THE BOARD
NOMINATION & REMUNERATION COMMITTEE
Note: Shri Appa Rao Kancherla was Committee member passed away on27.11.2020 and accordingly Committee was reconstituted with above members.
STAKEHOLDER RELATIONSHIP COMMITTEE
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
DURING THE FINANCIAL YEAR 2020-2021 SIX BOARD MEETINGS WERE HELD ASFOLLOWS:
Regular meetings of the Board were held to review the performance ofthe Company to discuss and decide on various business strategies policies and otherissues. During the Financial year 2020-21 Six meetings of the Board of Directors of theCompany were held on 29.06.2020 12.08.2020 04.09.2020 13.11.2020 05.12.2020 &13.02.2021.. Detailed information on the meetings of the Board is included in theCorporate Governance Report which forms part of the Annual Report.
FINANCIALS OF SUBSIDIARY COMPANY
Pursuant section 129 sub section (3) the financials of subsidiary areas per Annexure I.
The annual return of the company as on March 31 2021 in terms of theprovisions of Section 134(3)(a) of the Act is available on the company's website:www.cesltd.com The extract of annual return enclosed in Annexure II in formMGT-9.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134 of the Companies Act 2013:
(a) That in the preparation of the annual accounts/financialstatements for the financial year ended 31st March 2021 the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;
(b) That the accounting policies as mentioned in the financialstatements were selected and applied consistently and reasonable and prudent judgments andestimates were made so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period
(c) That proper and sufficient care had been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(d) That the annual accounts were prepared on a going concernbasis;
(e) That proper internal financial controls were in place andthat such internal financial controls are adequate and were operating effectively; and
(f) That proper systems to ensure compliance with the provisionsof all applicable laws were in place and that such systems were adequate and operatingeffectively
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS -149(6)
The Company has received Certificate of Independence from IndependentDirector inter-alia pursuant to Section 149 of the Companies Act 2013 confirming andcertifying that they have complied with all the requirements of being an IndependentDirector of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT (SECTION 186)
During the financial year Company has not invested or provided loansand guarantee pursuant to section 186 of Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (188(1))
The Company entered into related party transactions has appropriatelydisclosed to stock exchanges.
DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON ORENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING INTHE LISTED ENTITY:
AMOUNT IF ANY IF IT PROPOSES TO CARRY TO RESERVES:
During the end of the financial year the Company has not transferredany amount to reserves.
NO DIVIDENDS DECLARED FOR FINANCIAL YEAR 2020-2021:
The Company is at expansion mode; therefore Board is of Opinion thatthere is no need to declare dividends.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 13 (3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 to this report.
(a) Conservation of Energy:
This year we devoted considerable attention on methods and approachesto conserve power. Significant steps taken in this regard include the following:-
Turning off monitors during weekends.
Hibernation of Desktops & notebook computers when not in use.
Turning off lights in all floors when not working.
Turning off the Air Conditioners during non-peak hours and on weekends.
(b) (i) Technology Absorption adaptation and innovation:-
As you would appreciate technology is witnessing rapid change. Sinceour customers expect us to lead them through such change we proactively &continuously invest in developing technology building blocks and solution frameworks whichadd value to our customers' business. Company uses a multi-pronged strategy for developingtechnology assets and to promote innovation. These technology initiatives are driven byeach business unit based on the trends they see in their respective markets. These effortshelp us in two ways (i) gain our customers' trust & confidence; and (ii) attract &retain key talent who see the Company as a more exciting place to work in.
(ii) Research and Development(R &D):
Your company carries out various research and development initiativesto address different market segment.
(c) Foreign Exchange earnings and outgo:
(Rs. In Lacs)
Statutory / Financial Audit
The Company had approved the appointment of M/s. P C N &Associates (FRN: 016016S) Chartered Accountants as the Statutory Auditors of theCompany for a period of five years w.e.f. 29th September 2017 in the 32nd Annual GeneralMeeting. Being eligible they are continuing as statutory auditors of the Company.
The Statutory Auditors' Report does not contain any reservationqualification or adverse remark.
The Auditors have not reported any offence involving fraud committedagainst the Company by the officers or employees of the Company under sub section (12) ofsection 143 to Board.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Smt. Sharada Putcha Company Secretaries in Practice (C.P No.8735) toundertake the Secretarial Audit of the Company and for its material subsidiary Company i.eCES Information Technologies Private Limited . The Report of the Secretarial Audit Reportis annexed herewith as Annexure- III.
Pursuant to provisions of section of 138 of Companies Act 2013 andCompanies (Accounts) Rules 2014 Board of Directors appointed M/s P R VARMA & CoChartered Accountants (Firm Registration No. 021498S) as Internal Auditors of the Company
EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION RESERVATIONOR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT
Pursuant to section 134(3) (f) (i) there are no qualificationreservation or adverse remark or disclaimer made by the Auditors in Audit report.
EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION RESERVATIONOR ADVERSE REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT
Pursuant to Regulation 31(2) of SEBI (LODR) Regulation 2015 100 %Promoter holding to be in dematerialized account it was notice out 3500000 equityshares 1687500 equity shares were dematerialized The Company is in the process ofdematerialisation of further 1812 500 equity shares. The Promoters are Foreign Trustsand it was informed by the Company that Foreign Trusts approached many brokerage firmsand none have accepted to openthe demat account.
MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY OCCURRING AFTER BALANCE SHEET DATE
There are no such changes
CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business of thecompany or any of its subsidiaries.
DETAILS OF DIRECTORS/KMP APPOINTED/RESIGNED DURING THE YEAR
Shri Appa Rao Kancherla Passed away on 27.11.2020.
Mr. Benarji Mallampati resigned as Chief Financial officer (KMP) of theCompany effective from 24th November 2020. Subsequently the Board appointed Mr.Srinivasa Raju Kucherlapati as Chief Financial officer (KMP) w.e.f. 5th December 2020.
NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES
There is no such instance during the financial year. The details ofsubsidiary companies associate companies and foreign branch are as follows
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSCOURTS TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
During the financial year there is no such instance which hassignificant influence on the company
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
In order to comply with provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunderthe Company has formulated and implemented a policy on prevention prohibition andredressal of complaints related to sexual harassment of women at the workplace. All womenemployees permanent temporary or contractual are covered under the above policy. AnInternal Complaint Committee (ICC) has been set up in compliance with the said Act. Tobuild awareness in this area the Company has been conducting awareness sessions duringinduction. During the year under review no complaints pertaining to sexual harassment ofwomen employees were reported.
WHISTLE BLOWER POLICY & VIGIL MECHANISM
In terms of the requirements of the Companies Act 2013 and LODRRegulations the Company has a vigil mechanism to deal with instance of fraud andmismanagement if any including reporting instances of leak of UPSI or suspected leak ofUPSI by employees and taking appropriate actions on such reporting. The Audit Committeereviews the functioning of the vigil / whistle blower mechanism from time to time. Therewere no allegations / disclosures / concerns received during the year under review interms of the vigil mechanism established by the Company.
DETAILS OF DEPOSITS ACCEPTED
The Company did not accept any fixed deposits within the meaning ofsection 73 of the Companies Act 2013 during the year. no amount on account of principalor interest on deposits from public was outstanding as on the date of the Balance Sheet.
DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANYAND ALSO RECEIVING COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY
A. Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director Whole-time Directors and/orManager:
B. Remuneration to other Directors:
C. Remuneration to Key Managerial Personnel Other than MD / Manager/WT
Note : Srinivas Raju Kucherlapati was appointed as CFO on 05.12.2020and Mr. Surya Prakash Mungelkar Resigned on 03.09.2021
The Board has carried out the annual evaluation of its own performanceand that of its Committees and individual Directors for the year pursuant to theprovisions of the Act and the corporate governance requirements prescribed under theListing Regulations. The performance of the Board and individual Directors was evaluatedby the Board after seeking inputs from all the Directors. The criteria for performanceevaluation of the Board was based on the Guidance Note issued by SEBI on Board Evaluationwhich included aspects such as Board composition and structure effectiveness of Boardprocesses contribution in the long term strategic planning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee Members. Thecriteria for performance evaluation of the Committees was based on the Guidance Noteissued by SEBI on Board Evaluation which included aspects such as structure andcomposition of committees effectiveness of committee meetings etc.
In a separate meeting held on February 14 2020 the IndependentDirectors evaluated the performance of Non- Independent Directors and performance of theBoard as a whole. They also evaluated the performance of the Chairman taking into accountthe views of Executive Director and Non-Executive Directors. The NRC reviewed theperformance of the Board its Committees and of the Directors. The same was discussed inthe Board Meeting that followed the meeting of the Independent Directors and NRC at whichthe feedback received from the Directors on the performance of the Board and itsCommittees was also discussed.
Policy on Directors' Appointment Remuneration & Other details
The Company adopted a policy relating to the remuneration. This Policycovers the remuneration and other terms of employment for the Company's ExecutiveTeam. The remuneration policy for members of the Board and for management aims atimproving the performance and enhancing the value of the Company by motivating andretaining them and to attract the right persons to the right jobs in the Company. Theobject of this Remuneration Policy is to make your Company a desirable workplace forcompetent employees and thereby secure competitiveness future development and acceptableprofitability. In order to achieve this itis imperative that the Company is in a positionto offer competitive remuneration in all its operational locations.
Particulars of Contracts / Arrangements with Related Parties
During the financial year 2020-2021 your Company has entered intotransactions with related parties as defined under Regulation 23 of the SEBI (LODR)Regulations 2015 and section 2(76) of the Companies Act 2013 read with Companies(Specifications of definitions Details) Rules 2014 all of which were in ordinary courseof Business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 read with the Rules issued there under and the Listing Regulations.Further there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.
The details of the related party transactions as per AccountingStandard 18 are set out in Note 36 to the standalone financial Statements forming part ofthis report.
Your Directors would like to express their sincere appreciation andgratitude for the support and co-operation received from the Central and StateGovernments Greater Hyderabad Municipal Corporation Stock Exchanges Ministry ofCorporate Affairs Shareholders Bankers Financial Institutions Customers SuppliersContractors and other Associates for their continued support to the Company. The Companyenjoyed very cordial and fruitful relations with the employees during the year underreview and the Management wishes to place on record its sincere appreciation of theefforts put in by the Company's executives staff and workers for achievingreasonable results under demanding circumstances .