Notice

Outcome

General Meeting Transcript

Audit Committee

Mr. Kishore Dewani

Chairman

Non–Executive & Independent Director

CA Dhruv Kaji

Member

Non–Executive & Independent Director

Mrs. Renu Challu

Member

Non–Executive & Independent Director

Nomination and Remuneration Committee

CA Dhruv Kaji

Chairman

Non–Executive & Independent Director

Mrs. Renu Challu

Member

Non–Executive & Independent Director

Mr. Kishore Dewani

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. Rahul Joharapurkar

Member

Jt. Managing Director

Corporate Social Responsibility Committee

Mr. Sagar Meghe

Chairman

Non-Executive Director and Chairman

CA Dhruv Kaji

Member

Non–Executive & Independent Director

Mrs. Renu Challu

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

Jt. Managing Director

 

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:

Mr. Sudhir Gupta

(Chief Financial Officer)

CS Pooja Karande

(Company Secretary & Compliance Officer)

10/5, I.T. Park, Nagpur – 440022

+91 712 6782800/910/920

cs@ceinsys.com

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.

AUDIT COMMITTEE:

Under the Listing Regulations:

All Related Party Transactions as per Listing Regulations shall require the prior approval of the Audit Committee at a Meeting of the Audit Committee or by Circulation.

Under the Companies Act, 2013:

Any transaction or any subsequent modification of transactions of the Company with related parties shall require the approval of the Audit Committee at a Meeting of the Audit Committee or by Circulation.

BOARD OF DIRECTORS:

Under the Listing Regulations:

All Material Related Party Transactions under the Listing Regulations which are subject to approval of the shareholders shall require the approval of the Board of Directors at a Meeting of the Board or by Circulation.

Under the Companies Act, 2013:

All “Related Party Transactions which are not in Ordinary Course of Business or not at an Arm’s Length” shall require the prior approval of the Board of Directors at a Meeting of the Board and cannot be passed by Circulation.

BY THE SHAREHOLDERS:

Under the Listing Regulations:

All Material Related Party Transactions under the Listing Regulations shall require approval of the Shareholders’ by means of a Resolution passed at a General Meeting or through Postal Ballot. All entities falling under the definition of Related Parties shall abstain from voting irrespective of whether the entity is a party to the particular transaction or not. Approval of shareholders is not required for any transaction entered into between the Company and its wholly owned subsidiary whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval.

Under the Companies Act, 2013:

All “Related Party Transactions which are not in Ordinary Course of Business or not at an Arm’s Length” and exceeding the prescribed criteria under Section 188 of the Companies Act, 2013 shall require prior approval of the Shareholders’ by means of a Resolution passed at a General Meeting or through Postal Ballot.

In case of Wholly Owned Subsidiary, the Resolution passed by the Company shall be sufficient (for the Wholly Owned Subsidiary Company) for the purpose of entering into the transactions between the Wholly Owned Subsidiary and the Company.

APPROVAL PROCESS FOR TRANSACTIONS WITH RELATED PARTIES

Omnibus Approval by the Audit Committee:

Transactions including modifications to the existing Transactions with Related Parties which are not material but repetitive in nature can be covered in the Omnibus Approval by the Audit Committee which requires the following information:

  • Name of the related party
  • Nature of the transaction
  • Period of transaction
  • Maximum amount of transaction that can be entered
  • Indicative base price / current contracted price and the formula
  • for variation in the price if any and taxes
  • Payment security and payment terms
  • Warranties and guarantees
  • Justification for the arm’s length nature of transaction and Compliance under the Act, Listing Regulations and other legal aspects

Where the need for Related Party Transactions cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 core per transaction. Such omnibus approvals shall be valid for a period not exceeding one financial year and shall require fresh approvals after the expiry of such financial year.”

Approval by the Board and Shareholders:

In case of “Related Party Transactions which are not in Ordinary Course of Business or not at an Arm’s Length” and exceeds the prescribed criteria under Section 188 of the Companies Act, 2013 and in case of Material Related Party Transactions, the following information shall be given in the explanatory statement forwarded to Shareholders after the approval of the Board:

  • Name of the Related Party
  • Name of the Director or Key Managerial Personnel who is related, if any
  • Nature of relationship
  • Nature, material terms, monetary value and particulars of the contract or arrangement
  • Any other information relevant or important for the members to take a decision on the proposed resolution

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:

  • Annual Reports
  • Code of Conduct for Directors / Independent Directors
  • 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 efforts 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 affairs and the industry in which it operates.

 

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
  • 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.
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