To
The Members,
CELL POINT (INDIA) LIMITED
Your directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS
2. THE STATE OF THE COMPANYS AFFAIRS:
The total income during the year has Rs. 2,97,00,70,000/-and Total expenditure of the Company is Rs. 2,87,13,93,000/-The Profit before provision of Tax is Rs. 98678000/- The Company Current Income Tax during the year is 29742000. Deferred tax for the year under review is Rs.1683000/-The net Profit of the Company is Rs.6,72,52,000/-for the year under review.
Your directors will assure to put their efforts for growth of the company.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There were no Material changes in nature of business during the year.
4. DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review
5. TRANSFER TO RESERVES
During the current financial year our Company incurred a Profit of Rs. 6,72,52,000/-and same amount transfer to reserve this year.
6. SHARE CAPITAL
A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS
The Company has not issued any Equity Shares with differential rights during the year under review.
B) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
C) BONUS SHARES
No Bonus Shares were issued during the year review.
D) EMPLOYEE STOCK OPTION
During the year there is no employee stock option scheme approved.
7. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:
There is no subsidiary /joint venture or Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company as per Annexure A
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the period under review, no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future.
11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:
The Board of Directors has formulated the Nomination and Remuneration Policy of your Company as recommended by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters. The same has been uploaded on website of the Company www.cellpoint.biz
(i) APPOINTMENT & QUALIFICATION:
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position.
b) The Company shall not appoint or continue the employment of any person as Whole- Time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice.
(ii) TERM/TENURE:
a) Managing Director/ Whole-Time Director:
The Company shall appoint or re-appoint any person as its, Managing Director or Whole- Time Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board's report. No Independent Director shall hold office for more than two consecutive terms of up tomaximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
(iii) REMOVAL:
Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.
(iv) RETIREMENT:
The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.
(v) EVALUATION:
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).
(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:
a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
b) Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and as may be decided by the Board in consultation with Non-Executive/ Independent Director. Provided that Non-Executive Independent Directors are not eligible for any Stock Option.
(vii) REVIEW AND AMENDMENT:
The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary. This Policy may be amended or substituted by the Nomination and Remuneration Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.
12. BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity ofthe Board of Directors.
13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Change in office of Directors and Key Managerial Personnel of the Company during the year
The Board of the directors appointed Mr. Anand Ravada (DIN: 07712945), as Non-Executive Independent Director of the company on 26th November 2022 and same was ratified by members at EGM held on 12th December 2022.
The Board of the directors appointed Mrs. Kakshayani Sekharamantri (DIN: 09854612), as Non-Executive Independent Director of the company on 26th November 2022 and same was ratified by members at EGM held on 12th December 2022.
The Board of the directors appointed Mr. Govinda Ganisetti (PAN: ANDPG4479R) as CFO of the company on 26th November 2022.
The Board of the directors appointed Mr. Chandra Sekhar Raghavapudi (PAN: ARXPR4456P), as Company Secretary and Compliance Officer of the company. on 26th November 2022.
Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Kiranmai Panday (DIN: 08034071), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.
An appropriate resolution for her re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mrs. Kiranmai Panday (DIN: 08034071), Independent Director and other related information has been detailed in the Annual Report.
14. ANNUAL EVALUATION OF BOARDfS AND COMMITTEE PERFORMANCE:
The Nomination and Remuneration committee of the board constituted under Section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director?s performance. The board is required to evaluate the performance based on the evaluation done by the Nomination and Remuneration committee.
The Nomination and Remuneration Committee carried out an evaluation of performance of Independent Director, Individual Executive and Non-Executive Director and Board as whole and that of its committees. The performance evaluation of the Chairman, the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors in a separate meeting. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee.
The performance of the Nomination and Remuneration committee evaluated by Board of directors, on the basis of the terms of reference of the committee.
The performance of Nomination and Remuneration committee reviewed by board of directors and which is much satisfactory.
Then the committee reviewed the Board and other committee. The evaluation of the Nomination and Remuneration Committee was left to the Board of the Directors.
The board as a whole and its committees were reviewed on the following parameters;
1) Size, structure and expertise of the Board
2) Frequency of Meetings
3) Effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference.
4) Ensuring the integrity of the Company?s accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee)
5) Working in the interests of all the stakeholders of the Company and such otherfactors.
The performance of the board as a whole was satisfactory and up to the mark during the year.
15. DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. CODE OF CONDUCT:
The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.
The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website www.ahimsaind.com
All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Chairman & Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.
17. COMMITTEES OF THE BOARD:
As on 31st March, 2023, the Board of Directors has following committees:
a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder's Relationship Committee d. Risk Management Committee e. CSR Committee f. Internal Complaints Committee
AUDIT COMMITTEE
The Audit Committee of the Company is constituted on 12th December 2022 in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:
TERMS OF REFERENCE:
The terms of reference of the Audit Committee are as under:
? Overseeing the Company?s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
? Recommending to the Board, the appointment, re-appointment and if required, there placement or removal of the statutory auditor and the fixation of audit fees.
? Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
? Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
a) Matters required being included in the Directors Responsibility Statement to be included in the Board?s Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013. b) Changes, if any, in accounting policies and practices and reasons for the same. c) Major accounting entries involving estimates based on the exercise of judgment by management. d) Significant adjustments made in the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of any related party transactions. g) Qualifications in the draft audit report.
? Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.
? Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
? Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.
? Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.
? Discussion with internal auditors on any significant findings and follow up there on.
? Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems ofa material nature and reporting the matter to the Board.
? Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
? To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) andcreditors.
? To review the functioning of the Whistle Blower mechanism, in case the same is existing.
? To overview the Vigil Mechanism of the Company and took appropriate actions in thecase of repeated frivolous complaints against any Director or Employee
MEETINGS HELD AND ATTENDANCE
During the Financial year 2022-23 two meetings were held on 12/12/2022, 01/03/2023. The attendance records of the members are as follows.
Mr. ANANDA RAVADA (DIN: 07712945) is chairman of Audit Committee.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted on 12th December 2022 line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.
The composition of Nomination & Remuneration Committee is given below:
The terms of reference of the Nomination and Remuneration Committee are as under:
? To recommend to the Board, the remuneration packages of the Company?s Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);
? To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company?spolicy on specific remuneration packages for Company?s Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;
? Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.
The members of Nomination and Remuneration Committee met Two (2) times during the year on 12/12/2022, 01/03/2023 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.
Mr. ANANDA RAVADA (DIN: 07712945) is chairman of Nomination and Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of the Company is constituted on 12th December 2022 line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:
The terms of reference of the Stakeholder Relationship Committee are as under:
? Redressal of shareholders?/investor?s complaints;
? Reviewing on a periodic basis the Approval of Transfer or transmission of shares,debentures or any other securities made by the Registrar and Share Transfer Agent; ? Issue of duplicate certificates and new certificates on split/ consolidation/renewal; ? Non-receipt of declared dividends, balance sheets of the Company; and ? Carrying out any other function as prescribed under the Listing Compliances.
The members of Stakeholder Relationship Committee met 2 times during the year on 12/12/2022 and 01/03/2023 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.
Mrs. KIRANMAI PANDAY (DIN: 08034071) is the Chairman of Stakeholder Relationship Committee.
Risk Management Committee
RISK MANAGEMENT COMMITTEE
The Risk Management Committee has been constituted in line with Regulation 21 of the Listing Regulations, 2015. The risk management framework and policy have been revised subsequent to relevant amendments in the SEBI LODR.
The role of the committee shall include the following:
1. To formulate a detailed risk management policy which shall include:
a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber security risks or any other risk as may be determined by the Committee
b) Measures for risk mitigation including systems and processes for internal control of identified risks.
c) Business continuity plan.
2. To ensure that appropriate methodology, processes, and systems are in place to monitor and evaluate risks associated with the business of the Company.
3. To monitor and oversee the implementation of the risk management policy, including evaluating the adequacy of risk management systems.
4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.
5. To keep the board of directors informed about the nature and content of its discussions, recommendations, and actions to be taken.The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with the activities of such committees, as per the framework laid down by the board of directors.
The committee shall meet twice a year and a period of 180 days shall not be elapsed between the two meetings.
CSR COMMITTEE
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE:
This Committee has been reconstituted on 12th December 2022 as per the requirements of Section 135 of the Companies Act, 2013. This Committee is constituted to formulate and recommend to the Board, Corporate Social Responsibility Policy as per Schedule VII of the Companies Act, 2013 as amended from time to time; to recommend the amount of expenditure to be incurred on the activities specified in the CSR Policy; to monitor the Corporate Social Responsibility Policy of the company from time to time; and any other matter as the Board may delegate from time to time.
This Committee formulates and recommend to the Board CSR Policy (including sustainable development) from time to time.
The members of CORPORATE SOCIAL RESPONSIBILITY Committee met 01 time during the year on 01/03/2023 as per provisions of Section 135 of the Companies Act, 2013 and applicable provisions
Internal Complaints Committee
Your company has constituted on 12th December 2022 internal complaints committee to handle complaints regarding sexual harassment and reviewed the safeguards on 12/12/2022 Create awareness among employees on their rights and responsibilities towards creating a safe workplace. Submit Annual Report on POSH Compliance as applicable.
Meeting of the Board of Directors
The Board of Directors of the Company met Seven (7) times during the year on 06/06/2022, 22/09/2022, 01/10/2022, 26/11/2022, 12/12/2022, 16/01/2023, and 01/03/2023 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.
The intervening Gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Independent Directors Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 26th November, 2022.
Mr. ANANDA RAVADA (DIN: 07712945) is the Chairman of Independent Directors Meeting.
18. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31stMarch, 2023 and state that: In the preparation of the annual accounts for the year ended March 31, 2023, the Applicable accounting Standards have been followed and there are no materials Departures from the same;
I. In the preparation of the annual accounts for the year ended March 31, 2023, the Applicable accounting Standards have been followed and there are no materials Departures from the same;
II. The Directors had 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 the affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date;
III. The Directors had 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 andother irregularities;
IV. The Directors had prepared annual accounts on a ‘going concern? basis.
V. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating effectively; and VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively
19. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2023 is available on the
Company?s website at https://www.cellpoint.biz
20. PARTICULARS OF EMPLOYEES:
During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B
21. SEXUAL HARASSMENT
The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.
22. CORPORATE GOVERNANCE
Details regarding Corporate Governance Report of the Company regarding compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges are annexed herewithas Annexure C
23. DISCLOSURE OF ACCOUNTING TREATMENT
These Financial statements of the Company are prepared in accordance with India
Accounting Standards ("Ind AS"), notified under section 133 of Companies Act,
2013 read along with Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.
24. RISK MANAGEMENT
The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.
The company has developed and implemented risk management policy. Company has an effective risk management system to keep track of business and operational hazards. All major functions and divisions are responsible for independently monitoring risks in their respective areas of operations. The risk management process is overseen by the Company's board of directors.
The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which in the opinion of the Board threaten the existence ofthe Company.
25. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THERELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm?s length basis.
During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required tobe reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.
The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Company?s website and can be accessed at https://cellpoint.biz/investors.cellpoint.biz/
Members may refer Note No. 3.28 to the Standalone Financial Statement which sets outrelated party disclosures pursuant to Ind AS 18.
26.PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR
INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT, 2013
The particulars of Loans, guarantees or investments made under Section 186 are furnished here under:
Details of Loans:
Details of Investments:
Details of Guarantee / Security Provided:
27. LOAN RECEIVED FROM DIRECTORS
During the period under review, the Company has not accepted any unsecured loan from the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.
28. VIGIL MECHANISM:
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2022- 23.
The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company?s Web Site https://www.cellpoint.biz
With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and proceduresfor inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://cellpoint.biz/investors.cellpoint.biz/
29. STATUTORY AUDITORS:
M/s Rao and Kumar (Firm Registration No. 000384W), Chartered Accountants, Visakhapatnam have been appointed as Statutory Auditors of the Company for a period of one year at the Extra Ordinary General Meeting was held on 12th December, 2022 to hold the office from conclusion of that meeting until the conclusion of the 10th Annual General Meeting of the Company to be held on 29th September, 2023. Further the Board recommended for a term of four years to be continued as the Auditors i.e 2023-24, 2024-25, 2025-26, 2026-27. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
30. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.
31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:
The Notes to the financial statements referred in the Auditors? Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors? Report is enclosed with the financial statements in this Annual Report.
32. SECRETARIAL AUDIT REPORT
In terms of section 204 of the Act and Rules made there under, Mr. B.Uma Maheswara Rao, Practicing Company Secretary, Visakhapatnam has been appointed as a Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as gAnnexure- Dh to this report. There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.
33. INTERNAL AUDIT & CONTROLS
During the year, the Company continued to implement her suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor?s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.
34. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy.
and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
35. REPORTING ON SUSTAINABILITY
We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.
36. DEPOSITS
The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO.
Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are NIL
38. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company is pleased to report that during the year under reporting, the industrial relations were cordial.
39. CEO & CFO CERTIFICATION:
Pursuant to Regulation 17(8) of the Listing Regulations, Mr. Mohan Prasad Panday, Managing Director and Mr. Ganisetti Govind, Chief Financial Officer has given CEO/CFO Certificate as per the format specified in part B to the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and said certificate was placed before the meeting of Board of Directors in their meeting held on 02nd September, 2023.
40. SECRETARIAL STANDARDS
Pursuant to clause 9 of the revised Secretarial Standard 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.
41. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company?s affairs.