adcc infocad ltd Directors report

Dear Members,

Your Board of directors have pleasure in submiffing 25^th (Twenty-Fifth) Boards Report on the business and operations of your Company for the financial year ended March 31, 2023.

Results of Your Companys operations and Companys Performance

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2023	2022	2023	2022
I. Revenue from Operations	116,704.41	19,619.55	21,949.81	20,288.64
II. Other Income	106.49	131.03	239.89	167.68
III. Total income (I + II)	16,810.90	19,750.58	22,189.70	20,456.32
IV. Expenses
Operating Expenses	6,891.50	11,912.84	6,885.83	11,912.84
Employee Benefits Expenses	5,374.01	3,215.74	8,211.51	3,620.90
Finance Costs	835.42	922.63	844.40	922.95
Depreciation and Amortisation Expenses	287.31	291.11	449.76	302.53
Admin & Other Expenses	2,544.38	2,294.37	3,680.62	2,535.42
Total Expenses (IV)	15,932.62	18,636.69	20,072.12	19,294.64
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV)	878.28	1,113.89	2,117.58	1,161.68
VI. Exceptional item	-	-	773.26	186.08
VII. Profit/(Loss) before tax (V+VI)	878.28	1,113.89	2890.84	1347.76
VIII. Tax expenses	-242.27	-346.89	197.88	-395.85
IX. Profit/(Loss) for the period/year after tax (VII + VIII)	636.01	767.00	3088.72	951.91
X. Total Other Comprehensive Income	1.45	-24.09	192.17	-27.58
XI. Total Comprehensive Income for the year (IX+X)	637.46	742.91	3280.89	924.33
XII. Paid-up Equity Share Capital (Face value of Rs. 10/-each)	1,543.14	1,543.14	1,543.14	1,543.14
XIII. Earnings Per Equity Share of Rs.10/- each:	4.12	6.55	20.02	8.12

Financial Position

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
Equity
Equity Share Capital	1,543.14	1,543.14	1,543.14	1,543.14
Other Equity	15,714.87	14,430.89	18,287.07	14,743.07
Non-controlling Interest	-	-	-	795.74
Total Equity	17,258.01	15,974.03	19,830.21	17,081.95
Non-Current Liabilities	89.56	39.86	234.98	183.09
Current Liabilities	10,449.14	11,977.39	11,223.71	12,608.25
Total Liabilities	10,538.70	12,017.25	11,458.69	12,791.34
Equity + Liabilities	27,796.71	27,991.28	31,288.90	29,873.29
Property, Plant and Equipment	1,638.76	2,098.44	1,990.37	2,400.68
Intangible Assets	21.46	55.39	2,017.75	2,083.00
Other Non-Current Assets	8,814.02	7,074.40	5,224.13	3,393.21
Current Assets	17,322.47	18,763.05	22,056.65	21,996.40
Total Assets	27,796.71	27,991.28	31,288.90	29,873.29

1. Financial Performance Revenue - Standalone

On a standalone basis in financial year 2022-23, our Revenue from operations has shown a decrease of 14.86% which resulted decrease of Revenue to Rs. 16,704.41 lakhs in FY 2022-23 as compared to previous FY 2021-22 which was Rs. 19,619.55.

Revenue - Consolidated

On consolidated basis in financial year 2022-23, our Revenue from operations has shown an increase of 8.19% which resulted increase of Revenue to Rs. 21,949.81 Lakhs in FY 2022-23 as compared to financial year 2021-22 which was Rs. 20,288.64.

Profits - Standalone

On a standalone basis in financial year 2022-23, the profit before tax and exceptional items has shown a decrease of 21.15% in current FY 202223 and stood at Rs. 878.28 Lakhs and Profit after exceptional items and tax stood at Rs. 636.01 lakhs. Whereas, in FY 2021-22 the profit before tax and exceptional items stood at Rs. 1,113.89 Lakhs and Profit after exceptional items and tax at Rs. 767.00 lakhs.

Profits - Consolidated

On consolidated basis in financial year 2022-23, the profit before tax and exceptional items has shown an increase of 114.49% and stood at Rs. 2,890.84 lakhs in FY 2022-23. Profit after exceptional items and tax is Rs 3,088.72 lakhs in FY 2022-23. Whereas, in FY 2021-22 the profit before tax and exceptional items stood at Rs. 1,347.76 Lakhs and Profit after exceptional items and tax at Rs. 951.91 lakhs.

EPS- Standalone

On Standalone basis, basic earnings per share decreased to Rs. 4.12 for financial year 2022-23 as compared to basic earnings per share of Rs. 6.55 for last financial year 2021-22.

EPS- Consolidated

On Consolidated basis, basic earnings per share increased to Rs.20.02 for financial year 2022-23 as compared to basic earnings per share of Rs. 8.12 for last financial year 2021-22.

2. Dividend

Your directors have recommended a final dividend of Rs. 2.00 per Equity share for financial 2022-23 aggregating to Rs.308.63 Lakhs subject to approval of Shareholders at the ensuing 25^th Annual General Meeting of the Company to be held on September 16, 2023.

3. Share Capital Equity Shares

The Authorised Share Capital of the company as on March 31,2023 was increased from ? 20,00,00,000/-(Rupees Twenty Crores) to ? 30,00,00,000/-(Rupees Thirty Crores) comprising of 3,00,00,000 (Three crore) equity shares of Rs 10/- each.

The Paid-up Share Capital of the Company as on March 31, 2023 was ? 15,43,13,970/-comprising of 1,54,31,397 equity shares of ? 10/- each. There was no change in the Share Capital during the year under review.

Employee Stock Options

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has issued and granted Employee Stock Options under Ceinsys Employee Stock Option Scheme 2022 - Plan 1 and Ceinsys Employee Stock Option Scheme 2022 - Plan 2 to the eligible employees during the year on June 17, 2022. The aforementioned schemes are in compliance with the terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”). Moreover, no material changes have been made to the schemes. The Company has obtained certificate from the Secretarial Auditor of the Company stating that the aforementioned schemes have been implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificate will be made available on request by members at the AGM. The details that are required to be disclosed under SBEB Regulations can be accessed at https://www.ceinsvs.com/investor/ .

4. Transfer to Reserves

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

5. Capital Expenditure on Assets

During financial year 2022-23 the company incurred capital expenditure of Rs. 219.03 Lakhs as compared Rs. 189.15 Lakhs in the last financial year 2021-22.

6. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Companys website https://www.ceinsys.com/investor/ .

7. Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

8. Public Deposits

Your Company has not accepted deposits within the meaning of the provision of Chapter V of the Companies Act, 2013 read with the relevant Rules.

9. Maintenance of Cost Records

Your company is not required to maintain cost records under subsection (1) of section 148 of the Companies Act, 2013.

10. Particulars of Contracts or Arrangements made with Related Parties

All contracts/ arrangements/transactions entered by the Company during the financial year with the related party were in its ordinary course of business except for Sale of Solar Roof top plant, however all contracts/ arrangements/transactions entered by the Company during the financial year with the related party were at arms length basis. Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Standalone Financial Statements under Note No. 38 which forms part of the Annual Report.

As per the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted Policy on Related Party Transactions; details of the same are provided in Annexure-6 to the Boards Report.

During the reporting year, the Company has not entered into a contract/ arrangement/ transaction on arms length basis which is considered material in accordance with the definition of ma teriality as included in the Companys Related Party Transaction Policy read with Regulation 23 of SEBI (LODR) Regulations, 2015 as amended from time to time. However, there was related party transaction among Allygrow Technologies Private Limited (Wholly Owned Subsidiary), Allygram Systems and Technologies Private Limited (Step down subsidiary and Grammer AG and group entities of Grammer AG amounting to Rs. 3500 Lakhs which was considered material related party transaction. The Company has taken approval of Shareholders for entering into the said material related party transaction.

All related party transactions were made at arms length basis and have no potential conflict with the interest of the Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is appended as Annexure-2 to this Boards Report.

11. Material Events occurred after Balance Sheet date:

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

• The Shareholders on June 29, 2023 through postal ballot process approved, material related party transaction amongst Allygrow Technologies Private Limited (Wholly Owned Subsidiary), Allygram Systems and Technologies Private Limited (Step down subsidiary and Grammer AG and group entities of GrammerAG amounting to Rs. 5,500 Lakhs.

• The Shareholders on June 29, 2023 through postal ballot process approved re-appointment of Dr. Abhay Kimmatkar (DIN: 01984134) as Managing Director of the Company with effect from April 1, 2023.

• The Shareholders on June 29, 2023 through postal ballot process approved re-appointment of Mr. Rahul Joharapurkar (DIN:08768899) as Joint Managing Director of the Company with effect from June 25, 2023.

• The Board at its meeting held on July 7, 2023 approved the reappointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory Auditors of the Company for second term of 5 years to hold office from conclusion of 25th Annual General Meeting (AGM) till the conclusion of 30th AGM. The approval of Shareholder for re-appointment is sought by Ordinary Resoluffon in the ensuing 25th AGM of the Company.

• The Board at its meeting held on July 7, 2023 approved sale of Windmill located at Satara, Maharashtra along with its Land where such windmill is located to Datta Meghe Institute of Higher Educaffon and Research-Jawaharlal Nehru Medical College, a unit of Datta Meghe Institute of Higher Education and Research.

• The Board of Directors at its meeting held on August 11, 2023 have considered the proposal for merger of Allygrow Technologies Private Limited, Wholly Owned Subsidiary, with Ceinsys Tech Limited and has provided its in-principle approval to proceed with the same, subject to the approval of the Shareholders, NCLT, Regional Director and all other necessary regulatory approvals as may be required in this regard.

12. Board Policies

The details of the policies approved and adopted by the board as required under Companies Act, 2013 and SEBI regulations are provided in Annexure-6 to the Boards Report.

13. Risk Management

Your Company has sound systems to manage the risks. Management of Risk is an integral and important component of Corporate Governance. This robust Risk Management system ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business.

Your Companys overall Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Companys competitive advantage. This risk management system thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Management Discussion & Analysis Report contains detailed information on the risk management process of the Company.

14. Business Description and State of Companys Affairs

Ceinsys specializes in a diverse range of services such as Geospatial, Engineering, Mobility Solutions, Machine Learning (ML) based manufacturing engineering solutions and Artificial Intelligence (AI) solutions to a wide range of customers across various industries.

The Company brings together deep domain expertise, strong financials, and a skilled resource base to deliver high end solutions. Also, with Allygrow Technologies Private Limited on board, Ceinsys is now pursuing “GLOCAL - Global Reach and Local Delivery model" which facilitates a unique business model of “High End Engineering combined with Operational Flexibility and Commercial Competitiveness" under a single umbrella. This would help establishing new customer engagements and building longterm strategic relationships.

Ceinsys Tech Limiteds overall portfolio now spans across a varied industries and domains, summarized below:

Geospatial Services:

• Web GIS Integrated offerings providing end-to-end solutions in the Utilities, Municipal, ULBS, and Agriculture domains and solutions for Data Acquisition and Processing, Navigation and HD Mapping, Photogrammetry

• Engineering solutions typically comprising consulting services for Water, Sewage, Roads, Transportation, Infra and Construction, Project Management Consultancy (PMC) and Third-Party Inspection (TPI).

• New-age technology solutions like Lidar Data Capturing and Processing, UAV Data capturing and processing, Laser Scanning and 3D Modelling, Point cloud extraction, Photogrammetry Solutions, Digital Twin Engineering, and AI/ML-based solutions.

Mobility Services

• Product engineering - Concept generation, Feasibility Studies, Packaging & integration, Detail Engineering, Virtual Validation and Engineering Change Management

• Manufacturing engineering - Consulting, Plant design and optimization, Tool design, Simulation and Robotics Automation

• Advanced technologies - IoT and IIOT for Industry 4.0, AI / ML based computer vision solutions and paperless factory solutions

A “One Stop Integrated Solution" approach adopted by the Company for delivering the above services, has enabled it to differentiate itself from other players and helped achieve a competitive edge in this fast-changing market. Furthermore, the Companys philosophy of “Enhancing Possibilities" will help deliver value added solutions, to a variety of new customers and establish your Company as truly global player.

On the aspect of strengthening the internal process, your Company continues to audit, fine-tune, standardize, streamline, and develop processes that enables it to manage / enhance itsorganizational structure, practices, policies, infrastructure and partner/customer engagements in line with its business objectives.

15. Disclosure Requirements

As per SEBI Listing regulations, Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis Report are attached herewith and forms part of this Report.

The Company has devised a proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

16. Human Capital Management

We attract highly skilled and educated people. As of March 31, 2023, our workforce is 967 in number.

At Ceinsys we value our people and the opportunity to engage them, we enhance their possibilities.

Value of Employee Engagement:

We value our people and take various actions for employee engagement.

Organizational Training as per CMMI L5

We view professional development as a corporate responsibility ? a strategic investment in our employees and the Companys future. The professional Development benefits component helps the employees to enhance their potential.

Our self-directed learning culture encourages employees to learn at their own pace and in a learning environment of their preference. Mandated certification and courses with leaders that guide and support them in their development and high usage of learning apps.

Our repository carries more than 200+ certifications and 6000+ Manhours of training and courses completed in the last 6 months Oct to March 2023.

Inclusion & Diversity

We are committed to an Equality, Inclusive and Diverse workforce. Ceinsys Tech has a Diversity and Non-Discrimination Policy that guides our engagement in management and hiring practices that promote diversity and inclusion.

Human Rights

We are committed to the protection and advancement of human rights. Our main human rights-related focus areas are promoting good practice through our large and diverse supply chain and supporting a diverse and inclusive corporate culture.

17. Management Discussion and Analysis

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

18. Subsidiaries including Material Subsidiaries

We, along with our subsidiaries, provide consulting, technology, outsourcing and next-generation digital services. The Company as a part of its strategic growth plan acquired Allygrow Technologies Private Limited along with subsidiaries by way of its strategic investment in two tranches which was completed on August 2, 2022. Allygrow Technologies Private Limited is a technology-driven core engineering services company led by passionate technocrats who hold decades of rich experience in building successful strategic partnerships in the engineering services space. The company was incorporated on July 6, 2015 with its headquarters in Pune, India. Over the last 7 years, the company has built its core competencies both organically as well as inorganically in the Automotive engineering services space and has a presence in US, Europe, and India and specializes in Product design and Robotics automation (Manufacturing Engineering) services.

The Company as on March 31, 2023, has two direct wholly owned subsidiaries i.e. ADCC Infocom Private Limited and Allygrow Technologies Private Limited, 6 step down subsidiaries and i.e. Allygrow Technologies B.V, Technology Associates Inc. USA, Allygrow Engineering Services Pvt Ltd, Allygram Systems and Technologies Pvt Ltd, Allygrow Technologies, GmbH and Allygrow Technologies Ltd., UK out of which Allygrow Technologies Private Limited, Technology Associates Inc. USA Allygram Systems and Technologies Private Limited (JV Subsidiary Company) are Material Subsidiaries as per the thresholds laid down under the Listing Regulations and Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of your companys subsidiaries in the prescribed format AOC-1 is appended as an Annexure-1 to the Boards Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of its subsidiary are available on our website, www.ceinsys.com.

19. Corporate Governance

Your Company has adopted best corporate governance practices. These are further consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. A detailed report on Corporate Governance forms an integral part of this Annual Report and is set out as separate section therein.

20. Audit reports and Auditors Audit reports

• The Auditors Report for FY 2022-23 provided by Statutory Auditors on Standalone and Consolidated Financial Statements (Financial Statements) does not contain any qualification, reservation or adverse remark. The statements made by the Auditors in their report are self - explanatory and do not call for any further comments. The Auditors Report is enclosed as separate section with the financial statements in this Annual Report.

• Statutory Auditors have also provided their independent report on effectiveness of Internal Financial Controls over Financial Reporting which does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed as separate section with the financial statements in this Annual Report.

• The Companys Internal Audit is being conducted by Independent Auditors on quarterly basis and they furnish their quarterly report on their observations to Audit Committee for review.

• The Secretarial Auditors Report for FY 2022-23 does not contain any qualification, reservation, or adverse remark. The statements made by the Secretarial Auditors in his report are self - explanatory and do not call for any further comments. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Boards Report as Annexure-4, a Secretarial Audit Report given by the Secretarial Auditor.

• The Secretarial Auditors Report of Material Subsidiary i.e. Allygrow Technologies Private Limited and Allygram Systems and Technologies Private Limited for FY 2022-23 are available on the website of the Companvwww.ceinsvs.com .

• The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

• As required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Practicing Company Secretarys Certificate on Corporate Governance and nondisqualification of directors including KYC requirement is appended as Annexure-8. The appended certificate does not contain any qualification, reservation or adverse remarks.

Auditors

• StatutoryAuditors

M/s Chaturvedi & Shah LLP, Chartered Accountants (FRN: 101720W/W100355), was appointed as Statutory Auditors for a term of 5 consecutive years at the 20th Annual General Meeting (AGM) held on September 29, 2018 till conclusion of 25th AGM to be held in FY 2022-23. The Board at its meeting held on July 7, 2023 approved re-appointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory Auditors of the Company for second term of 5 years to hold office from conclusion of 25th Annual General Meeting (AGM) till the conclusion of 30th AGM. The approval of Shareholder for re-appointment will be sought by Ordinary Resolution in the ensuing 25th AGM of the Company. M/s Chaturvedi & Shah LLP, Chartered Accountants has furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company at the time of re-appointment.

• Internal Auditors

During the year, M/s V. K. Surana & Co. (FRN: 110634W) tendered their resignation as an Internal Auditors of the Company due pre-occupations and other commitments with effect from August 2, 2022. Your Company has appointed M/s PriceWaterhouseCoopers Private Limited, as an Internal Auditors of the Company in place of M/s V. K. Surana & Co. for a term of 2 consecutive years (i.e., 2022-2023 to 20232024) with effect from August 13, 2022 .

• 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 has appointed Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Boards Report as Annexure-4, a Secretarial Audit Report given by him for financial year 2022-23.

21. Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

22. Segment Reporting

Your Companys operating segments are established on the basis of those components of the Company that are evaluated regularly by the Board in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and the internal business reporting systems.

23. Board of Directors and its Meeting

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non- Executive and Independent Directors including Woman Director. The Chairman of the Board is a Non-Executive Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board met Eight (8) times during the financial year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under Companies Act, 2013.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

24. Investor Education and Protection Fund (IEPF)

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

25. Directors Responsibility Statement

The Standalone and Consolidated 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 under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or the revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

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

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

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

III. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and such internal financial controls are adequate and operating effectively;

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

26. Internal Financial Controls with Reference to Financial Statements

Your Company has internal financial control systems to commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit and management committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23. For more details, refer to the Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Annual Report.

27. Declaration of I ndependence by Independent Director

Independent Directors of your Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions the Companies Act, 2013 and SEBI Listing Regulations.

The evaluation parameters and the process have been explained in Corporate Governance Report.

29. Familiarization Program for Board Members

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made on business and performance updates of the Company, business strategy and risks involved. The Directors are also updated with various regulations prevailing at the time and the new judicial pronouncements, if any.

30. Policy on Directors Appointment, Remuneration and other details

The Nomination and Remuneration Committee (NRC) has adopted the policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management and the same is available on the website of the company at https://www.ceinsvs.com/investors/Policies. This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (the Regulations) and Section 178 and other applicable provisions of the Companies Act, 2013.

The details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure- 3 of the Boards Report.

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

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

• The Shareholders on May 16, 2022 through postal ballot process approved appointment of Mr. Prashant Kamat (DIN: 07212749) as Director of the Company and also approved his appointment as the Whole Time Director and Chief Executive Officer (CEO) with nomenclature as the Vice Chairman and CEO of the Company for the period from February 17, 2022 to February 16, 2025;

• Resignation of Mr. Rajesh Joshi from the post of Deputy Chief Financial Officer of the Company with effect from June 1, 2022 and Mr. Sudhir Gupta was appointed in his place as Deputy Chief Financial Officer of the Company with effect from June 1, 2022.

• Re-appointment of Mr. Dhruv Kaji and Dr. Satish Wate as NonExecutive Independent Directors of the Company for second term of 5 consecutive year with effect from July 14, 2022 to July 13, 2027, which was approved by Shareholders through Special Resolution at the 24th Annual General Meeting (AGM) of the Company held on September 30, 2022. Approval as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015 has been sought for re-appointment of Mr. Dhruv Kaji as Non-Executive Independent Director of the Company at the 24th AGM of the Company held on September 30, 2022.

• Re-appointment of Mrs. Renu Challu as Non-Executive Independent Director of the Company for second term of 5 consecutive year with effect from August 31, 2022 to August 30, 2027, which was approved by Shareholders through Special Resolution at the 24th Annual General Meeting of the Company held on September 30, 2022. Approval as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015 has also been sought for re-appointment of Ms. Renu Challu as Non-Executive Independent Director of the Company at the 24 th AGM.

• Re-appointment of Mr. Kishore Dewani as Non-Executive Independent Director of the Company for second term of 5 consecutive years with effect from January 15, 2023 to January 14, 2028, which was approved by Shareholders through Special Resolution at the 24th Annual General Meeting of the Company held on September 30, 2022.

• Mr. Krishnan Rathnam tendered his resignation as the Chief Financial Officer of the Company with effect from October 1, 2022 and Mr. Sudhir Gupta holding the position of Deputy

Chief Financial Officer, was re-designated as Chief Financial Officer of the Company with effect from August 13, 2022.

• The Board on the recommendaffon of Nominaffon and Remuneraffon Committee at its meeting held on March 26, 2023 re-appointed Dr. Abhay Kimmatkar as Managing Director of the Company for a period of three (3) years with effect from April 1, 2023, which was subsequently approved by Shareholders through postal ballot process on June 29, 2023.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on May 25, 2023 re-appointed Mr. Rahul Joharapurkar as Joint Managing Director of the Company for a period of three (3) years with effect from June 25, 2023, which was subsequently approved by Shareholders through postal ballot process on June 29, 2023.

• Mr. Sudhir Gupta tendered his resignation from the post of Chief Financial Officer(CFO) of the Company with effect from May 3, 2023 and CA Amita Saxena was appointed as Chief Financial Officer (CFO) of the Company in his place with effect from May 3, 2023.

32. Committees of the Board

As on March 31, 2023, the Board has five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship & Investor Grievances Committee

v. Management Committee

The details of the powers, functions, composition and meetings of the Committees of the Board held during the financial year 202223 are given in the Report on Corporate Governance section forming part of this Annual Report.

33. Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are given separately as Annexure-7 to the Boards Report.

34. Corporate Social Responsibility

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on July 26, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment. Your Company believes in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to the Companys activities. Your Company has adopted a detailed policy on Corporate Social Responsibility which was further amended on March 31, 2022, The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company including the annual report on the Companys CSR activities are set out in Annexure-5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

35. Secretarial Standards

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

36. Listing on stock exchange

The Companys shares are listed on BSE Limited.

37. Vigil Mechanism (Whistle Blower Policy)

In terms of the section 177(9) of companies act, 2013 and rules framed thereunder, your Company has established a Vigil Mechanism Policy and it provides a channel to the employees to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide 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 dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure-6 of this Board Report.

38. Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading in securities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on December 31, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from April 1, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The details of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading are given in Annexure-6 of this Boards Report.

39. Code of Conduct

The Directors, KMPs and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31, 2023. The details of the Code of Conduct for Directors, KMPs and Senior Management are given in Annexure-6 of this Boards Report.

The Annual Report of the Company contains a certificate by the Vice Chairman and CEO, on compliance declaration received from the Members of the Board, KMPs and Senior Management as Annexure-9.

40. Legal, Governance and Brand Protection

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

41. Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

42. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

43. Credit Rating Obtained

During the year the Company did the Credit rating from CARE Ratings Limited for the loans and credit facilities from Banks. The details of Ratings are provided in Corporate Governance Report forming part of this Annual Report.

44. Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The details of the policy are given in Annexure-6 of this Boards Report.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its Registration. During the year, the Company has not received any complaints of sexual harassment. The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment is provided in Corporate Governance Report of this Annual Report.

45. Green Initiatives

Electronic copies of Annual Report 2022-23 and the Notice of 25th Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/ depository participant. Physical copies of Annual Report will be sent to only to those members who request the Company for the same once dispatch of Annual Report and Notice of AGM through electronic means is completed.

46. Board Diversity

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality. A brief profile of the Directors are available on the website of the Company atwww.ceinsys.com.

47. Proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

48. CEO/CFO Certification

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with this Annual Report as an Annexure-10.

49. Acknowledgement

Your directors place on record their appreciation to the Government, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future as well. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your directors express their deep sense of appreciation for all the members of the Ceinsys family whose commitment, co-operation, active participation, dedicated efforts, consistent contribution and professionalism at all levels has made the organizations growth possible. Your Board is thankful to you for the support and trust reposed in them and the Company.

For and on behalf of Board of Directors
Sd/-
Prashant Kamat
(Vice Chairman and CEO)	Sd/-
Place: Mumbai	Dr. Abhay Kimmatkar
Date: August 11, 2023	(Managing Director)