C.E. Info Systems Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 28th (Twenty Eighth) Annual Report,
together with the audited financial statements of the Company for the year ended 31st
March, 2023.
1. FINANCIAL SUMMARY & HIGHLIGHTS:
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to
as "the Act") and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the "Listing
Regulations"), the Company have prepared its Standalone and Consolidated Financial
Statements as per Indian Accounting Standards ("IND AS") for the Financial Year
2022-23 and the financial highlights are as summarized below:
Results of Your Company's operations and Company's Performance
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31 |
For the year ended March 31 |
|
2023 |
2022 |
2023 |
2022 |
| I.Revenue From Operations |
25,385 |
19,816 |
28,146 |
20,044 |
| II.Other Income |
3,538 |
3,898 |
3,432 |
4,155 |
| III.Total income (I + II) |
28,923 |
23,714 |
31,578 |
24,199 |
| IV.Expenses |
|
|
|
|
| Operating Expenses |
5,163 |
2,276 |
5,550 |
2,198 |
| Employee Benefits Expenses |
5,346 |
5,628 |
6,619 |
5,753 |
| Finance Costs |
180 |
213 |
279 |
216 |
| Depreciation and Amortisation Expenses |
616 |
796 |
990 |
826 |
| Admin & Other Expenses |
3,303 |
3,282 |
4,186 |
3,473 |
| Total Expenses (IV) |
14,608 |
12,195 |
17,624 |
12,466 |
| V.Pro t/(Loss) Before Exceptional Items and Tax (III-IV) |
14,315 |
11,519 |
13,954 |
11,733 |
| VI.Exceptional item |
0 |
0 |
0 |
0 |
| VII.Share of Loss of an Associate |
0 |
0 |
(28) |
0 |
| VIII.Pro t/(Loss) before tax (V+VI+VII) |
14,315 |
11,519 |
13,926 |
11,733 |
| IX.Tax expenses |
3,440 |
2,966 |
3,173 |
3,026 |
| X.Pro t/(Loss) for the period/year after tax (VIII - IX) |
10,875 |
8,553 |
10,753 |
8,707 |
| XI.Total Other Comprehensive Income |
(49) |
5 |
(49) |
4 |
| XII.Total Comprehensive Income for the year (X-XI) |
10,924 |
8,548 |
10,802 |
8,703 |
| XIII.Earnings Per Equity Share of Rs.2/- each |
20.26 |
16.07 |
20.38 |
16.34 |
2. FINANCIAL PERFORMANCE:
a. Revenue & Pro t Standalone
On a standalone basis in financial year 2022-23, the Revenue from operations has shown
a considerable growth of 28.10 % which resulted in increase of Revenue to Rs. 25,385 lakhs
in FY 2022-23 as against Rs. 19,816 lakhs in last FY 2021-22.
On a standalone basis in financial year 2022-23, the profit before tax and exceptional
items has shown a significant growth of 24.27 %,which resulted in increase to Rs 14,315
lakhs in current FY 2022-23 as against Rs 11,519 lakhs in last FY 2021-22. Pro t after
exceptional items and tax is Rs. 10,875 lakhs in FY 2022-23 as against Rs 8,553 lakhs in
last FY 2021-22.
b. Revenue & Pro t Consolidated
On consolidated basis in financial year 2022-23, the Revenue from operations has shown
a considerable growth of 40.42% which resulted increase of Revenue to Rs. 28,146 lakhs in
FY 2022-23 as against Rs. 20,044 lakhs in last FY 2021-22.
On consolidated basis in financial year 2022-23, the profit before tax and exceptional
items has shown a significant growth of 18.93 %, which resulted in increase to Rs. 13,954
lakhs in FY 2022-23 as against Rs. 11,733 lakhs in last FY 2021-22. Pro t after
exceptional items and tax is Rs. 10,753 lakhs in FY 2022-23 as against Rs. 8,707 lakhs in
last FY 2021-22.
3. OPERATIONS DURING THE
YEAR:
C.E. Info Systems Limited (popularly known as ‘MapmyIndia') (henceforth, referred
to as ‘The Company', or ‘We') was founded by Rakesh Verma and Rashmi Verma in
1995 who envisioned that a significant percentage of data would have a location-dimension
and that such data would be crucial in solving a multitude of problems faced by the
government, businesses, and consumers. Given that there were no digital maps in India at
the time of its incorporation, the idea of building India's first digital maps and
products set the tone for their pioneering effort to create a company that would be the
first of its kind.
Over the years, the company kept launching several mapping technologies to cater to a
wide-ranging customer base in India and abroad. Today, MapmyIndia is a data-and-technology
product and platform company that offers proprietary digital maps as a service
("MaaS"), platform as a service ("PaaS") and software as a service
("SaaS"). The Company provides platforms, products, application programming
interfaces (APIs) and solutions across a range of digital map data, software and internet
of things (IoT). It serves the domestic market through their ‘MapmyIndia' brand and
the international market through the ‘Mappls' brand.
The Company has been primarily catering to two distinct market segments Consumer Tech
and Enterprise Digital Transformation (C&E) and Automotive and Mobility Tech
(A&M). Moreover, their offerings can be divided on two fronts Map led and IoT led.
FY 2023 ended with a significant revenue and profit growth, and healthy margins that
was further expanded. The Revenue from operations grew at 41% on Year on Year to around
Rs. 282 Cr and PAT grew at 24% to Rs. 108 Cr. EBITDA margin for FY23 was 42% and PAT
margin was 34% respectively.
The details of our operations and business were given separately in Management
Discussion & Analysis report.
4. FUTURE OUTLOOK:
The future outlook for the company looks bright, with healthy growth in the Open Order
Book up 31% from 699 Cr at end of FY22 to 918 Cr at end of FY23, giving us optimism for
the revenue growth for the company in time to come. Additionally, the number of use cases
and usage adoption for Your Company's products and solutions continue to grow across
market segments and customer verticals.
Your company intends to continue to Augment its products, platforms and technology
lead. We will Invest to further develop innovation and technological capabilities, and
build a deeper and broader stack of digital maps, software & IoT products. On the
business front, we intend to scale and expand our customer reach besides expanding our
relationships with existing active customers. Further we plan to drive expansion in
International markets and Geospatial sector. We keep evaluating M&A opportunities to
grow the business, and will pursue selective strategic acquisitions to enter into new
business segments and geographies. People are our most important asset and we remain
focused on attracting, developing and retaining skilled employees.
5. EPS:
The Basic earnings per share increased to Rs. 20.26 for financial year 2022-23 as
compared to earnings per share of Rs. 16.07 for last financial year 2021-22 on Standalone
basis and the Basic earnings per share increased to Rs. 20.38 for financial year 2022-23
as compared to earnings per share of Rs. 16.34 for last financial year on Consolidated
basis.
6. TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve during the financial year
under review.
7. DIVIDEND:
The Board of Directors at their meeting held on 22nd April, 2023, has recommended
payment of Rs. 3/- (Rupees Three only) (150 %) per equity share having face value of Rs. 2
(Rupee Two only) each as dividend for the financial year 2022-23. The payment of dividend
is subject to the approval of the shareholders at the ensuing Annual General Meeting
("AGM") of the Company.
Dividend Distribution Policy
The Board of your Company in its Meeting held on 27th July, 2021 has approved the
Dividend Distribution Policy containing the parameters mentioned in Regulation 43A(2) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The same is available in the website of the company at
www.mapmyindia.com/investor/mmi_polices/ dividend _distribution_policy.pdf
8. DEPOSITS:
The Company has not accepted any deposits during the year which come under the purview
of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or
interest was outstanding as on the date of Balance Sheet.
9. SUBSIDIARY, JOINT VENTURE
AND ASSOCIATE COMPANIES:
As on date the company has three (3) Subsidiaries and two (2) Associates:
1. Vidteq (India) Private Limited:
Vidteq is engaged in the business of, among other things, navigation, mapping,
location, and local search and provides video map-based navigation, location, and search
solutions to its customers.
The Company has acquired 100% shareholding of Vidteq (India) Pvt. Ltd. on 31st July,
2017. Hence the said Company is a wholly owned Subsidiary of our Company w.e.f. 31st July,
2017.
2. Gtropy Systems Private Limited:
Gtropy is engaged in the business for providing solutions for every Industry type in
the Logistics domain that help manage Logistics Operations, Passenger Transportation,
Fleet Management, Supply & Distribution as well as Pick-up and Drop-off services.
Gtropy has established themselves as one of the most trusted GPS Vehicle Tracking
Solution providers among their esteemed partners and well-satis ed customers and have
gained 2,00,000+ live vehicles to their credit with quarterly growth of 40% and
successfully own a gigantic network of 350+ partners.
The Company has acquired 75.98% Shareholding of Gtropy Systems Pvt. Ltd. on 4th
February, 2022. Hence the said Company is a Subsidiary of our Company w.e.f. 4th February,
2022.
3. CE Info Systems International Inc:
CE International is engaged in the business of, among other things, selling
MapmyIndia's products and services in the international market as a reseller.
The Company has acquired 100% shareholding of CE International on 6th April, 2018.
Hence the said Company is a wholly owned Subsidiary of our Company w.e.f. 6th April, 2018.
4. Kogo Tech Labs Private Limited:
KOGO is a Gami ed Social Travel Commerce Platform where users earn KOGOCOIN as they
step out, and can spend these on Hotels, Experiences, Services, Accessories and stores on
the KOGO Marketplace.
The KOGO marketplace has over 8,00,000+ Hotels, Experiences, Stores and service
providers across the world currently and continues to expand its network to maximize spend
& burn opportunities for its users.
KOGO is a subscription first platform that enables subscribers to earn & burn fix
more on their trips, experiences and adventures. This currency can be spent on KOGO's
large network of in-app and in-platform bookings, services and marketplace.
Along with its B2C App and website, KOGO also has a licensed B2B platform for
Automotive OEM's that enables in-vehicle commerce, discovery, community engagement and
hence brand stickiness.
The Company has acquired 26.37% shareholding of Kogo Tech Labs Private Limited on 14th
September, 2022. Hence the said Company is a Associate of our Company w.e.f. 14th
September, 2022.
5. Indrones Solutions Private Limited:
Indrones is engaged in the business of manufacturing of the drones, data analytics
using high resolution data and developing end to end solution leveraged by drones, IoT and
other sensors which helps digitize various sectors including but not limited to
agriculture, mining, energy, telecom, infrastructure, construction, disaster management,
defense and homeland security, surveillance and monitoring, etc.
The Company has acquired 20% shareholding of Indrones Solutions Private Limited in
tranches on 10th February, 2023 and 16th May, 2023 subsequently. Hence the said Company is
a Associate of our Company w.e.f. 16th May, 2023.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of financial statements of Subsidiary and Associate
Companies in Form AOC 1 is attached to the Accounts as an Annexure 1.
In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements have been placed on the website of the Company, www.mapmyindia.com
10. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL:
The Board consists of following Directors as on 31.03.2023 as well as on the date of
this report:
| Sr. No. Name of Directors |
Category of Directors |
| 1. Mr. Rakesh Kumar Verma |
Chairperson cum Managing Director |
| 2. Mr. Rohan Verma |
CEO & Whole Time Director |
| 3. Ms. Rakhi Prasad |
Non-Executive Director |
| 4. Ms. Sonika Chandra |
Non-Executive Nominee Director |
| 5. Mr. Shambhu Singh |
Non-Executive Independent Director |
| 6. Mr. Anil Mahajan |
Non-Executive Independent Director |
| 7. Mr. Kartheepan Madasamy |
Non-Executive Independent Director |
| 8. Ms. Tina Trikha |
Non-Executive Independent Director |
In terms of Section 203 of the Act, the following are the Key Managerial Personnel
(KMPs) of the Company as on 31st March 2023:
| Sr. No. Name of the KMPs |
Designation |
| 1. Mr. Rakesh Kumar Verma (DIN: 01542842) |
Managing Director |
| 2. Mr. Rohan Verma (DIN: 01797489) |
Executive Whole Time Director & |
|
Chief Executive Of cer (CEO) |
| 3. Mr. Anuj Kumar Jain |
Chief Financial Of cer (CFO) |
| 4. Mr. Saurabh Surendra Somani |
Company Secretary & Compliance Of cer |
In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, 2015, the following are
the Senior Management Personnel ( SMP's) of the Company as on 31st March,2023:
| Sr. No. Name of the SMPs |
Designation |
| 1. Anuj Kumar Jain |
Chief Financial Of cer |
| 2. Saurabh Surendra Somani |
Compliance Of cer & CS |
| 3. Rashmi Verma |
Chief Technology Of cer |
| 4. Sapna Ahuja |
Chief Operating Of cer |
| 5. Ankeet Bhat |
Chief Strategy Officer |
| 6. Nikhil Kumar |
President, Geo Spatial Business |
| 7. Shishir Verma |
Sr. VP- Corporate & HR |
Meetings of the Board & their attendance:
During the Financial Year 2022-23, the Board of Directors met 5 (Five) times during the
year on 20th May, 2022, 5th August, 2022, 14th September, 2022, 27th October, 2022 and
31st January, 2023, the details of which are given in the Corporate Governance Report
attached to this Annual Report in respect of which meetings proper notices were given and
the proceedings were properly recorded. The intervening gap between any two meetings of
the Board of Directors was within the period prescribed under the Companies Act, 2013.
Policy on Director's appointment and remuneration and other details:
The Company's policy on Directors' appointment and remuneration including criteria for
determining quali cations, positive attributes, independence of a Director and other
matters provided in Section 178(3) and Section 134(3)(e) of the Act is available at
https://www.mapmyindia.com/investor/mmi_polices/n
omination_andfiremuneration_policy.pdf
Policy on Board Diversity:
The Company recognizes and embraces the benefits of having a diverse board, and sees
increasing diversity at board level as an essential element in maintaining a competitive
advantage. A truly diverse board will include and make good use of differences in the
skills, regional and industry experience, background, race, gender and other distinctions
between directors. These differences will be considered in determining the optimum
composition of the board and when possible should be balanced appropriately. All board
appointments are made on merit, in the context of the skills, experience, independence and
knowledge which the board as a whole requires to be effective.
The Nomination and Remuneration Committee reviews and assesses board composition on
behalf of the board and recommends the appointment of new directors. The committee also
oversees the conduct of the annual review of board effectiveness.
The said Committee has adopted a formal policy on Board diversity which sets out a
framework to promote diversity on Company's Board of Directors.
Board Evaluation:
The Board of Directors were required to carry out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations.
Based on the guidance note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017, a structured questionnaire was prepared after taking
into consideration the various aspects of the Board's functioning, composition of the
Board and its Committees, culture, execution and performance of specific duties,
obligations and governance.
In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, the board as a whole and the Chairman of the Company was evaluated, taking into
account the views of Executive Directors and Non-executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the Board meeting that followed the meeting of the independent directors and meeting
of the Nomination and Remuneration Committee, the performance of the Board, its
Committees, and Individual Directors was also discussed. Performance evaluation of
Independent Directors was done by the entire board, excluding the Independent Director
being evaluated.
11. DETAILS OF COMMITTEES:
A. AUDIT COMMITTEE MEETINGS OF COMMITTEE & ATTENDANCE OF
MEMBERS:
The Audit Committee was constituted by the Board in their meeting held on 27th July,
2021. The Committee's composition meets with requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Members of the Audit
Committee possess financial / accounting expertise / exposure. The purpose of this
Committee is to ensure the objectivity, credibility and correctness of the Company's
financial reporting and disclosures process, internal controls, risk management policies
and processes, tax policies, compliance and legal requirements and associated matters.
At Present, the Audit Committee consists of the following members as members having
wide experience and knowledge of Corporate Affairs, Finance & Accounts.
| Name of the Directors |
Designation |
Nature of Directorship |
| Mr. Shambhu Singh |
Chairperson |
Non-executive Independent Director |
| Mr. Anil Mahajan |
Member |
Non-executive Independent Director |
| Mr. Rakesh Kumar Verma |
Member |
Executive Director |
All the recommendations made by the Audit Committee during the year had been accepted
by the Board.
Five (5) meetings were conducted during the year on 20th May, 2022, 5th August, 2022,
14th September, 2022,
27th October, 2022 and 31st January, 2023 in respect of which proper notices were given
and the proceedings were properly recorded. The terms of reference of the Audit Committee
and details of the their meetings are provided in the Corporate Governance Report forming
part of this report.
B. NOMINATION AND REMUNERATION COMMITTEE - MEETINGS OF COMMITTEE & ATTENDANCE OF
MEMBERS:
The Nomination & Remuneration Committee was constituted by the Board w.e.f 31st
July, 2021. The Nomination and remuneration Committee consists of the following members as
on date of this Report:
| Name of the Directors |
Designation |
Nature of Directorship |
| Mr. Anil Mahajan |
Chairperson |
Non-executive Independent Director |
| Mr. Kartheepan Madasamy |
Member |
Non-executive Independent Director |
| Mrs. Rakhi Prasad |
Member |
Non-executive Director |
| Mrs. Tina Trikha* |
Member |
Non-executive Independent Director |
*Mrs. Tina Trikha ( DIN: 02778940) was elected as a member of Nomination and
Remuneration Committee w.e.f 20th May, 2022.
The performance evaluation criteria for independent directors are determined by the
Nomination and Remuneration Committee. An indicative list of factors on which evaluation
was carried out includes participation and contribution by a Director, commitment,
effective deployment of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behavior and judgment.
The Remuneration policy of the Company on Directors appointment and remuneration,
including the criteria for determining quali cations, is available on
https://www.mapmyindia.com/investor/mmi_polices/no mination_andfiremuneration_policy.pdf
Two meeting were conducted during the year on 20th May, 2022 and 5th August, 2022 in
respect of which proper notice was given and the proceedings were properly recorded. The
terms of reference of the Nomination & Remuneration Committee and details of the their
meetings are provided in the Corporate Governance Report forming part of this report.
C. STAKEHOLDER RELATIONSHIP COMMITTEE - MEETINGS OF COMMITTEE & ATTENDANCE OF
MEMBERS:
The Stakeholders Relationship Committee was constituted by the Board in their meeting
held on 27th July, 2021. The Stakeholder Relationship Committee consists of the following
members as on date of this Report:
| Name of the Directors |
Designation |
Nature of Directorship |
| Ms. Rakhi Prasad |
Chairperson |
Non-executive Independent Director |
| Mr. Rakesh Kumar Verma |
Member |
Executive Director |
| Mr. Shambhu Singh |
Member |
Non-executive Independent Director |
During the year under review, 1 (One) meeting was conducted on 31.01.2023. The terms of
reference of the Stakeholders Relationship Committee and details of the their meetings
were provided in the Corporate Governance Report forming part of this report.
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE - MEETINGS OF COMMITTEE & ATTENDANCE
OF MEMBERS:
The Corporate Social Responsibility Committee was formed by the Board on 25th April,
2016 and the said Committee was re-constituted by the Board in their meeting held on 27th
July, 2021 with the following as its members :
| Name of the Directors |
Designation |
Nature of Directorship |
| Mr. Rakesh Kumar Verma |
Chairperson |
Managing Director |
| Ms. Rakhi Prasad |
Member |
Non-executive Director |
| Ms. Sonika Chandra |
Member |
Non-executive Nominee Director |
| Ms. Tina Trikha |
Member |
Non-executive Independent Director |
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure 2 of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website
of the Company, www.mapmyindia.com
One (1) meeting was conducted during the year on 23rd March, 2023 in respect of which
proper notice was given and the proceedings were properly recorded. The terms of reference
of the Corporate Social Responsibility Committee and details of the their meetings were
provided in the Corporate Governance Report forming part of this report.
E. RISK MANAGEMENT COMMITTEE- MEETINGS OF COMMITTEE & ATTENDANCE OF MEMBERS:
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI
(LODR) Regulations, 2015, the Company has constituted a Risk Management Committee vide its
Board Meeting held on 27th July, 2021 with an objective of reviewing various risks faced
by the Company and advises the Board on risk mitigation plans. with the following as its
Members:
| Name of the Directors |
Designation |
Nature of Directorship |
| Mr. Rohan Verma |
Chairperson |
Executive Director and CEO |
| Mr. Kartheepan Madasamy |
Member |
Non-executive Independent Director |
| Ms. Sapna Ahuja |
Member |
Chief Operating Of cer |
During the year under review, 2 (Two) meetings were conducted during the year on 12th
December, 2022 and 31st March, 2023. The terms of reference of the Risk Management
Committee and details of the their meetings are provided in the Corporate Governance
Report forming part of this report.
Risk Management Framework
The Company has robust systems for Internal Audit and Risk assessment and mitigation.
At the start of the year, the audit plan, is approved by the audit committee. Further,
summary of key findings is presented to the Audit committee from time to time.
With unprecedented changes in business environment, Companies are operating in an
environment of volatility and uncertainty, but our strong Governance and business
structure, with stakeholder interest at the core, makes us cognizant of these risks and
uncertainties that our business faces. The Company on a periodic basis identi es these
uncertainties and after assessing them, formulates short-term and long-term action plans
to mitigate any risk which could materially impact the Company's long-term goals and
Vision.
12. ANNUAL RETURN:
The draft annual return as provided under sub-section (3)of Section 92 as at 31st
March, 2023 is available at the Company's website at www.mapmyindia.com
13. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT:
The Board of Directors of the Company has not revised the Financial Statements and
Board's report of the financial year under review.
14. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:
The details of Loans given, Guarantees provided and Investments made by the Company
under section 186 of the Companies Act, 2013 form part of the notes to Financial Statement
provided in Annual Report.
15. CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES:
The company has entered into contracts with related parties during the year under
review, which falls under the purview of Section 188 of the Companies Act, 2013 and the
details of these transactions with related parties in form AOC-2 is attached as
Annexure-3.
16. MATERIAL CHANGES AND-COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes occurred in the Company after the end of the Financial Year and as
on date of the Board Report, which will affect the financial position of the Company.
17. CHANGE IN BUSINESS ACTIVITIES:
There was no change in the nature of business of the Company.
18. PARTICULARS OF EMPLOYEES:
With reference to Section 136(1) this annual report is circulated without the statement
pertaining to disclosures relating to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such
information may right to the Company Secretary or email at cs@mapmyindia.com.
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been
given by way of Annexure 4 to this Report.
19. CAPITAL STRUCTURE AND LISTING:
As on 31st March, 2023, the Company has Authorised Share Capital of
Rs.1,62,08,21,810/-and Paid Up Share Capital of Rs. 10,73,21,544/-. The equity shares of
the Company are listed with Bombay Stock Exchange Limited (BSE) and National Stock
Exchange of India Limited (NSE) w.e.f. 21st December, 2021. The Company has already paid
the listing fees to both the Stock Exchanges and there are no arrears on account of
payment of listing fees to the said Stock Exchanges.
The Promoter and Promoter Group hold 53.31% share capital of the Company as on 31st
March, 2023.
a. Sweat Equity shares:
The Company has not issued any sweat equity shares during the financial year under
review.
b. Issue of further Share Capital under Employee Stock Option scheme:
The Company has allotted 4,12,242 equity shares in its board meeting held on 05.08.2022
and 5,563 equity shares on 21.12.2022 through circular resolution for allotment of shares
pursuant to ESOP respectively under the ESOP Policy-2008 of the Company. Further, in
accordance with the Companies (Share Capital and Debentures) Rules, 2014, the details of
the company's Employee Stock Option Scheme 2008 during the year are as follows:
1. Number of stock options granted: 52000
2. Number of stock options vested: 4,17,805
3. Number of stock options exercised: 4,17,805
4. Total number of shares arising as a result of exercise of option: 4,17,805
5. Number of options surrendered : 18,803
6. Number of options lapsed: Nil
7. The exercise price: Rs. 12.15
8. Variation of terms of options: Nil
9. Money realized by exercise of options: Rs. 50,76,330.75 10. Total number of options
in force: 13,11,788
There is no material changes in the Scheme during the financial year ended March 31,
2023 and the Scheme is in compliance with the the SEBI (Share Based Employee Benefit and
Sweat Equity) Regulation, 2021. The details as required under Part F of Schedule II
pursuant to Regulation 14 of the SEBI (Share Based Employee Benefit and Sweat Equity)
Regulation, 2021, is available in the Company's website at www.mapmyindia.com
c. Buy back of Shares
During the year under review, the Company has not made any offer to buy back its
shares.
20. ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information in accordance with the provisions of Section 134 of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:
A. Conservation of Energy:
Energy Conservation has been an important thrust area for the Company and it is
continuously monitored. The adaption of energy conservation measures has helped the
Company in reduction of Cost. We continue to strengthen our energy conservation efforts.
The Company has established an automatic system at all the of ces of the Company to switch
off the lights and the monitors when not in use.
Energy Conservation is an ongoing process and new areas are continuously identified and
suitable investments are made, wherever necessary. The Company is taking every necessary
step to reduce the consumption of energy.
B. Technology absorption:
We have configured policies which put the PC and monitors in a sleep mode after a
pre-determined period of no-usage to conserve energy.
By adapting to these measures, the company has been able to reduce its energy
consumption thereby reducing the cost of electricity etc. However, the exact cost
reduction is not quanti able.
We don't specifically import any technology for energy consumption.
C. Foreign exchange earnings and Outgo:
| Particulars |
Current Year (Rs. in Lakhs) |
Previous Year (Rs. in Lakhs) |
|
(2022-23) |
(2021-22) |
| Foreign Exchange Earning |
10,624 |
8,793 |
| Foreign Exchange Outgo |
1,148 |
1,269 |
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no
amount which remained unpaid or unclaimed for a period of seven years which is to be
transferred by the Company, from time to time on due dates, to the Investor Education and
Protection Fund.
22. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate section on Corporate Governance practices followed by the Company, together
with a certificate from a Practising Company Secretary confirming its compliance, is
annexed as Annexure 5, as per SEBI Regulations. Further, as per Regulation 34 read with
Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms
part of this Annual Report.
23. HUMAN RESOURCE DEVELOPMENT:
HR plays an instrumental role in securing the future success of C.E. Info Systems
Limited. In doing so, the function is guided by its long-term vision of working in
partnership to create an environment where employees can thrive and are enabled to deliver
sustainable organizational performance. Speci cally, strategic priorities have been
identified for HR: to apply its human capital expertise more assertively to support the
various business/domains and in order to deliver results that ampli es business outcome;
to strengthen its role as a control function for all the human capital risks; to build the
capabilities of managers and employees.
Diversity is embedded in our people processes from recruitment to leadership
development and reflected in all HR-related offerings, including internal job growth,
promotions, mentoring, coaching and other benefits. Managers are responsible for fostering
diverse capabilities and leading inclusively, with hiring and retention programs also
reflecting key aspects of C.E. Info Systems Limited.
Investment in skills and accelerating employees' professional and personal development
are essential components of C.E. Info Systems Limited People agenda. C.E. Info Systems
Limited, is committed to strengthening the capability of managers and holding them
accountable to enable employees to thrive and meet their full potential and outshine. This
is reflected in the talent and development agenda, which includes a recalibrated offering
that helps to develop and nurture future leaders who are accountable, who champion the
values and who inspire the best in their colleagues.
Setting the standards for disciplined management of human capital risk also entails
developing incentive and reward structures that reinforce C.E. Info Systems Limited
culture. This means employees are paid for sustainable performance within a sound
governance framework and with due consideration of market factors. Performance, behaviour
in line with the Corporate values, and compensation have been linked more closely than
before.
HR's principles and priorities have sharpened in the face of Strategy deployed in
2022-23. C.E. Info Systems Limited seeks to retain, develop and continue to attract people
with the requisite skills to help shape a progressive and better performance and foster
employees' engagement and motivation throughout the implementation process. As on March
31, 2023, C.E. Info Systems Limited has a strong employee base of 575 employees on its
rolls.
24. SEGMENT REPORTING:
The Company has only one business segment, i.e. Map data and Map data related services
(GPS navigation, location-based services and IoT). This business mainly consists of
products like digital map data, GPS navigation and location-based services, licensing,
royalty, annuity, subscription and customizing its products to customers.
25. STATUTORY AUDITORS:
1. Appointment
M/s Brijesh Mathur & Associates, Chartered Accountants (Firm Registration No.
022164N) were appointed as the Statutory Auditors of the Company at the 25th Annual
General Meeting held on 16/12/2020 to hold office for a period of 5 years till the
conclusion of 29th Annual General Meeting of the Company to be held in Year 2024. There
are no explanations and comments required to be given by the Board as the auditor's report
given by auditors of the Company doesn't contain any quali cation, reservation or adverse
remarks.
2. Report
During the year under review, the statutory auditors has not reported to the Board,
under sub-section (12) of section 143 of the Companies Act, 2013 any instances of fraud
committed against the Company by its of cers or employees, the details of which would need
to be mentioned in the Board's report.
26. SECRETARIAL AUDITOR'S REPORT:
M/s Santosh Kumar Pradhan, Practicing Company Secretary (CP No. 7647) was appointed as
the Secretarial Auditor of the Company for the Financial Year 2022-23, who had conducted
the Secretarial Audit of the Company for the year ended 31st March, 2023.
The Secretarial Auditors' Report doesn't contain any quali cation, reservation or
adverse remarks. The said Secretarial Audit Report is annexed as Annexure 6 to this
Report.
27. INTERNAL AUDITORS:
M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 022319N), were appointed
as Internal Auditors or the Company for a term of 2 consecutive years in the Board meeting
held on 27th January, 2022 for conducting the Internal Audit functions for the year ended
31st March, 2022 and 31st March,2023. Further, they were re-appointed as Internal Auditors
for another period of 1 year to conduct the internal audit functions for the Financial
Year 2023-24 in the Board meeting held on 22nd April, 2023.
28. COST AUDIT:
Section 148 of the Companies Act, 2013 read with the rules made there under, the
provisions of Cost Audit is not applicable on the Company during the year under review.
29. INTERNAL FINANCIAL CONTROLS:
Your Company has effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations.
Our management assessed the effectiveness of the Company's internal control over
financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015) as of March 31, 2023.
Based on the results of such assessments carried out by Management, no reportable
material weakness or significant deficiencies in the design or operation of internal
financial controls was observed. Nonetheless your Company recognizes that any internal
control framework, no matter how well designed, has inherent limitations and accordingly,
regular audits and review processes ensure that such systems are reinforced on an ongoing
basis.
M/s Brijesh Mathur & Associates, Chartered Accountants the statutory auditor of the
Company have audited the financial statements included in this annual report and have
issued an attestation report on our internal control over financial reporting (as defined
in section 143 of Companies Act 2013).
The internal audit is entrusted to M/s Gupta Ajay & Associates, a rm of Chartered
Accountants. The main thrust of internal audit is to test and review controls, appraisal
of risks and business processes, besides benchmarking controls with best practices in the
industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Management
Personnel are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18
of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, our audit
committee has concluded that, as of March 31, 2023, our internal financial controls were
adequate and operating effectively.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
Section 134(5) of the Companies Act, 2013 requires the Board of Directors to provide a
statement to the members of the Company in connection with maintenance of books, records,
preparation of Annual Accounts in conformity with the accepted accounting standards and
past practices followed by the Company. Pursuant to the foregoing, and on the basis of
representations received from the Operating Management, and after due enquiry, it is con
rmed that: (1) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(2) The Directors had selected such accounting policies and applied them consistently
and made judgements 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 and loss of the Company for that period;
(3) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(4) The Directors had prepared the annual accounts on a going concern basis;
(5) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively and
(6) The Directors had devised proper systems to ensure compliance with the provisions
of all the applicable laws and that such systems were adequate and operating effectively.
31. DECLARATION OF INDEPENDENCE BY INDEPENDENT
DIRECTOR
Independent Director of the 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 16 (1) (b) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
32. FAMILIARIZATION PROGRAMMES
FOR BOARD MEMBERS
The Board members are provided with necessary documents / brochures, reports and
internal policies to enable them to familiarise with the Company's procedures and
practices. Periodic presentations are made on business and performance updates of the
Company, business strategy and risks involved.
33. DISCLOSURE UNDER
SECRETARIAL STANDARD-1 (SS-1):
Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section
(10) of Section 118 of Companies Act, 2013.
As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the
Company is in compliance of applicable Secretarial Standards.
34. DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013:
The details of Sexual Harrasement Complaints received and their treatment during the
year are as follows:
1. Number of Complaints of sexual harassment received in the year: Nil
2. Number of complaints disposed during the year: N.A
3. No. of cases pending for more than ninety days: N.A
4. No. of workshops or awareness programme against sexual harassment carried out: None
5. Nature of action taken by the employer or District of cer: N.A
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
The Company has not received any significant order, demand or notice from any
Regulatory Authority, Courts or tribunals impacting the going concern status and
operations of the Company in future.
36. VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is af rmed that no personnel of the Company have been denied access to the Audit
Committee.
The said Policy is available on the Company website and can be accessed by weblink
https://www.mapmyindia.com/investor/mmi_polices/ whistle_blower_policy.pdf
37. BUSINESS RESPONSIBILITY
AND SUSTAINABILITY REPORTING:
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual
Report of the top 1000 listed entities based on market capitalization, shall include a
Business Responsibility and Sustainability Reporting (BRSR) on the Environmental, Social
and Governance (ESG) disclosures along with assurance Business Responsibility and
Sustainability Report core for their value chain. The Business Responsibility and
Sustainability Report forms part of this Annual Report.
38. WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION/ POLICIES OF THE COMPANY:
The Company has formulated the following policies and these policies are available on
the website of the Company viz. https://www.mapmyindia.com/investor/
a. Archival Policy; n. Anti- sexual Harassment Policy; b. Code of Conduct for Board of
Directors and Senior o. Risk Management Policy; Management; p. Nomination and Remuneration
Policy; c. Policy for determination of materiality of events/ information; q. Policy for
the Evaluation of the Performance of the Independent Directors and the Board of Directors;
d. Diversity of Board of Directors Policy; n. Policy on Preservation of Documents; e.
Policy on Fair Disclosure Code; o. Policy on Succession Planning; and f. Policy on
Familiarisation Program for Independent Directors; p. Dividend Distribution Policy. g.
Policy for determining Material Subsidiaries; h. Code for prohibition of Insider Trading;
i. Code of practices and procedures for fair disclosure of unpublished price sensitive
information; j. Code of conduct to regulate, monitor and report trading by its designated
persons and their immediate relatives; k. Policy on materiality of related party
transactions and on dealing with related party transactions and guidelines; l. Vigil
Mechanism / Whistle Blower Policy; m. Corporate Social Responsibility Policy;
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the continued support and
co-operation of the shareholders, banks, various regulatory and government authorities and
for the valuable contributions made by the employees of the Company.
| Place: New Delhi |
|
| Date: 04.08.2023 |
|
|
For and on behalf of the Board |
|
For C.E. Info Systems Limited |
|
Sd/- |
|
Rakesh Kumar Verma |
|
Chairman & Managing Director |
|
DIN: 01542842 |
|
Address: E-10/4, Second Floor, Vasant Vihar, |
|
New Delhi-110057 |
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