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Subsidiary
Integrated Filing (Financial)
Annual Reports
Annual Returns
Secretarial Audit Report of Material Subsidiaries
ESOP Disclosures
Notice
Outcome
General Meeting Transcript
Update on Concall
Audit Committee
Mr. Kishore Dewani
Chairman
Non–Executive & Independent Director
CA Dhruv Kaji
Member
Non–Executive & Independent Director
Mr. Prashant Kamat
Member
Whole Time Director, Vice Chairman and CEO
Mrs. Maya Swaminathan Sinha
Member
Non-Executive & Independent Director
Nomination and Remuneration Committee
CA Dhruv Kaji
Chairman
Non–Executive & Independent Director
Mr. Sagar Meghe
Member
Non-Executive Non- Independent Director cum Chairman
Mr. Kishore Dewani
Member
Non–Executive & Independent Director
Mrs. Maya Swaminathan Sinha
Member
Non-Executive & Independent Director
Stakeholders Relationship and Grievance Committee
Dr. Satish Wate
Chairman
Non–Executive & Independent Director
Dr. Abhay Kimmatkar
Member
Managing Director
Mr. Kaushik Khona
Member
Managing Director, India Operation
Corporate Social Responsibility Committee
Mr. Sagar Meghe
Chairman
Non-Executive Director and Chairman
CA Dhruv Kaji
Member
Non–Executive & Independent Director
Dr. Satish Wate
Member
Non-Executive & Independent Director
Management Committee
Mr. Prashant Kamat
Chairman
Whole Time Director, Vice Chairman and CEO
Dr. Abhay Kimmatkar
Member
Managing Director
Mr. Rahul Joharapurkar
Member
Chief Operating Officer
Mr. Kaushik Khona
Member
Managing Director, India Operation
Investor Contacts
For transfer / dematerialization of shares, payment of dividend on shares, interest and redemption of debentures, and any other query relating to the shares and debentures of the Company:
(i) For Securities held in Physical form
Bigshare Services Private Limited
Bharat Tin Works Building
1st Floor, Opp. Vasant Oasis Makwana Road, Marol Andheri – East Mumbai – 400059, Maharashtra, India
022-40430200
022-28475207
www.bigshareonline.com
(ii) For Queries relating to
For the Purpose of Grievance redressal and queries related to shares/dividend the Shareholders may contact at the below mentioned contact details:
CS Pooja Karande
(Company Secretary & Compliance Officer)
10/5, I.T. Park, Nagpur – 440022
+91 71267 82800
cs@ceinsys.com
SMART ODR
Smart ODR Portal Link
SEBI Master Circular on Online Dispute Resolution (ODR)
The Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have enhanced the corporate governance norms to be complied by all Companies and dynamic business environment have placed more onerous responsibilities on the Non-Executive Directors (NEDs).
With changes in the Corporate Governance norms brought by the Companies Act, 2013 as well as the Listing Regulations, the role of NEDs particularly the Independent Directors and the degree and quality of their engagement with the Board and the Company has undergone significant changes. The Company is being hugely benefited from their expertise, advice and inputs. They devote their valuable time in deliberating on the strategic and critical issues in the course of the Board and Committee meetings of the Company and give their valuable advice, suggestions and guidance to the management of the Company from time to time.
The Company believes that the remuneration paid to its Non-executive Independent and Non- Independent Directors should be reflective of the size of the Company and complexity of the sector/ industry/ Company’s operations and should be consistent with recognised best practices. Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperative.
Contribution of the Non-Executive Directors in Board and Committee Meetings, time devoted by them, participation in strategic decision making, timely guidance to the Board on important policy matters of the Company, performance of the Company and industry practices and benchmarks forms the main criteria for determining payments to NEDs.
SEBI (Listing Obligation Disclosure Requirement) Regulation 2015 provides that all fees/ compensation, if any paid to NEDs, including independent directors, shall be fixed by the Board of Directors and shall require previous approval of the shareholders in general meeting.
Provided that, requirement of obtaining prior approval of shareholders in General Meeting shall not apply to payment of sitting fees to NEDs, if made within the limits prescribed under Companies Act, 2013.
In keeping with the above, any fee/remuneration payable to the NEDs of the Company shall abide by the following:
Sitting Fees:
NEDs may receive may receive remuneration by way of sitting fee for attending meetings of the Board and Committee thereof. The Board has the flexibility to enhance the sitting fees within the parameters prescribed by law.
Commission:
Section 197(6) of the Companies Act, 2013, allows a company to pay remuneration to its NEDs either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other.
Reimbursement of actual expenses incurred:
The NEDs are also entitled for reimbursement of expenses incurred for attending the Shareholders meetings, Board Meetings and Committee meetings thereof, site visit, induction and training (organised by the Company for directors).
Refund of excess remuneration paid:
If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the prescribed limit or without the prior sanction of the Central Government, where it is required, he shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it unless permitted by the Central Government.
Stock Options:
As per the Regulation 17 of the Listing Regulations, the shareholders’ resolution shall specify the limits for the maximum number of stock options that can be granted to NEDs, in any financial year and in aggregate. Provided that an independent director shall not be entitled to any stock option and may receive remuneration by way of fees and reimbursement of expenses for participation in meetings of the Board and other meetings and profit related commission as may be approved by the members.
AMENDMENTS:
The Company reserves the right to modify and/or amend this document at any time subject to the applicable provisions the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires listed companies to conduct familiarization programme for the Independent Directors so as to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.
The Board of Directors of the Company have adopted a Code for Independent Directors which is in accordance with the requirements of the Companies Act, 2013.
Ceinsys Tech Limited (‘the Company’) has been following familiarisation programmes for its Independent Directors. A new Director is welcomed to the Board of Directors of the Company by sharing various documents of the Company for his / her references such as:
1. Annual Reports
2. Code of Conduct for Directors / Independent Directors
3. Policy Handbook of the Company comprising of the various policies adopted by the Board
All Directors are aware and also updated as and when required, of their role, responsibilities and liabilities. The Board of Directors has complete access to the information within the Company.
The Company through its Executive Directors/Senior Managerial Personnel makes presentations regularly to the Board/Audit Committee/Nomination and Remuneration Committee covering, inter-alia, business environmental scan, the business strategies, operations review, quarterly and annual results, budgets, review of Internal Audit reports, statutory compliances, etc.
Such presentations provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s policies, strategy, business model, operations and such other areas as may arise from time to time. Interactions happen during Board/Committee meetings when senior company executives are asked to make presentations about the performance of the Company/specific domain/ specific projects to the Board. Such interactions also happen when these Directors meet senior management at informal gatherings.
Thus, all eƯorts are made to ensure that the Directors remain familiar with their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the Company, etc., and stay current on the state of the Company’s aƯairs and the industry in which it operates.
The Company conducted 27 meetings of Board and Committees during the financial year 2024-2025 and the time spent by Independent Directors was in the range of 45-50 hours.
Terms of Appointment of Independent Directors
[Pursuant to the provisions of Schedule IV to the Companies Act, 2013 (“the Act”) and Regulation 17 (5) of the SEBI (LODR), 2015]
The terms and conditions of appointment of Independent Directors of Ceinsys Tech Limited (“the Company”) are subject to the applicable provisions of the Companies Act, 2013 (“the Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time, the Articles of Association of the Company, Code of Conduct for Independent Directors.
The broad terms and conditions of appointment of Independent Directors are reproduced hereunder:
Appointment
The appointment of Independent Directors are for a period of 5 (five) years from the date of their respective appointment. The Independent Directors are not liable to retire by rotation. Re-appointment at the end of their tenure shall be considered by the Board of Directors (“the Board) based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation process, subject to the Directors continuing to meet the independence criteria.
The Independent Directors may be nominated to be a Member or Chairman of any one or more Committees of the Board.
Role, Functions and Duties
The role, functions and duties of the Independent Directors shall be in accordance with the provisions of Schedule IV (Code for Independent Directors) to the Act, which inter alia includes:
As members of the Board, the Independent Directors along with other Directors will be collectively responsible for meeting the objectives of the Board, viz. Requirements under the Act and Rules framed thereunder.
Responsibilities of the Board in relation to Corporate Governance as outlined in SEBI (LODR) and Code of Conduct for Independent Directors of Ceinsys Tech Limited.
Accountability under Directors’ Responsibility Statement which forms part of the Board’s Report to the shareholders.
Review of Companies business strategy, financial plan and monitor the performance of the Company.
Safeguarding the interest of all stakeholders.
Advise and counsel the management in the respective area of expertise.
Remuneration
The Independent Directors shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The sitting fees payable shall be determined by the Board from time to time.
In addition to the sitting fees, the Independent Directors may also be paid a Commission, as may be determined by the Board, as recommended by the Nomination and Remuneration Committee after considering the performance of the Company and the performance and contribution of the Directors, as evaluated by the Board.
Further, the Company may reimburse the Independent Directors such expenditure, as may be incurred by them while performing their role as an Independent Director of the Company, including expenditure incurred by them for travel, accommodation or any out-of-pocket expenses for attending Board / Committee Meetings, General Meetings, Court Convened Meeting, meetings with Shareholders / Creditors / Management, site visits, induction and training programs.
Ceinsys Tech Limited Code of Conduct:
The Independent Directors of the Company shall comply with the Code for Independent Directors.
Unless specifically authorized by the Company, the Independent Directors shall keep confidential all information concerning the Company and shall not divulge or disclose the same to any person during the term of their appointment. Their obligation of confidentiality shall survive cessation of their directorships with the Company. The provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Ceinsys Code of Conduct for Prohibition of Insider Trading, as amended from time to time, prohibiting disclosure or use of unpublished price sensitive information shall be applicable to the Independent Directors.
Confidentiality:
During their tenure, Independent Directors of the Company are privy to information that is confidential to the Company. All such information acquired during the tenure of Independent Director should not be released to the third parties without prior clearance and proper authorization. Independent Director is expected to follow the Code of Conduct for Independent Directors for maintaining Confidentiality.
Disclosures:
During the tenure of their directorship, the Independent Directors shall notify promptly the Company of any change in their directorships and shall provide all disclosures and information as may be required under the applicable laws. They shall also upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, promptly disclose the same to the Chairman of the Board or the Company Secretary.
Disengagement:
The Independent Directors may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later. The directorship of Independent Directors on the Board shall cease in accordance with the provisions of the Companies Act, 2013 or other applicable laws. The Company may disengage the Independent Directors prior to completion of their terms (subject to compliance of relevant provisions of the Act) upon: their violating any of the provisos of the Ceinsys Code of Conduct applicable to the Independent Directors failing to meet the criteria for independence as envisaged in Section 149(6) of the Act and SEBI (LODR), as amended from time to time.