Mar 31, 2025
Your Directors have pleasure in presenting the 30th (thirtieth) Annual Report, together with the audited financial statements of the Company for the year ended 31st March, 2025.
1. Financial Summary & Highlights:
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ), the Company have prepared its Standalone and Consolidated Financial Statements as per Indian Accounting Standards (âIND ASâ) for the Financial Year 2024-25 and the financial highlights are as summarized below:
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Results of Your Companyâs operations and Companyâs Performance (Rs. In Lakhs) |
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|
Particulars |
Standalone |
Consolidated |
||
|
For the year ended March 31 |
For the year ended March 31 |
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|
2025 |
2024 |
2025 |
2024 |
|
|
I. Revenue From Operations |
38,387 |
31,561 |
46,325 |
37,942 |
|
II. Other Income |
5,174 |
4,039 |
5,244 |
3,816 |
|
III. Total income (I II) |
43,561 |
35,600 |
51,569 |
41,758 |
|
IV. Expenses |
||||
|
Operating Expenses |
3,306 |
4,034 |
5,673 |
6,354 |
|
Employee Benefits Expenses |
6,175 |
5,448 |
8,352 |
7,456 |
|
Finance Costs |
73 |
127 |
317 |
293 |
|
Depreciation and Amortisation Expenses |
1,019 |
868 |
1,958 |
1,481 |
|
Admin & Other Expenses |
12,351 |
7,412 |
14,309 |
8,510 |
|
Total Expenses (IV) |
22,924 |
17,889 |
30,609 |
24,094 |
|
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV) |
20,637 |
17,711 |
20,960 |
17,664 |
|
VI. Share of loss of Associates & JV |
0 |
0 |
(391) |
(152) |
|
VII. Profit/(Loss) before tax (V VI) |
20,637 |
17,711 |
20,569 |
17,512 |
|
VIII. Tax expenses |
5,635 |
3,968 |
5,810 |
4,074 |
|
IX. Profit/(Loss) for the period/year after tax (VII - VIII) |
15,002 |
13,743 |
14,759 |
13,438 |
|
X. Total Other Comprehensive Income |
33 |
(213) |
41 |
(269) |
|
XI. Total Comprehensive Income for the year (IX-X) |
15,035 |
13,530 |
14,800 |
13,169 |
|
XII. Basic Earnings Per Share |
27.56 |
25.42 |
27.05 |
24.78 |
|
XIII. Diluted Earnings Per Share |
27.28 |
25.22 |
26.77 |
24.58 |
2. Financial Performance:
a. Revenue & Profit - Standalone
On a standalone basis in the financial year 2024-25, the Revenue from operations has shown a considerable growth of 21.63 % which resulted in increase of Revenue to Rs. 38,387 lakhs in FY 2024-25 as against Rs. 31,561 lakhs in last FY 2023-24.
On a standalone basis in financial year 2024-25, the profit before tax and exceptional items has shown a significant growth of 16.52%, which resulted in increase to Rs. 20,637 lakhs in current FY 2024-25 as against Rs. 17,711 lakhs in last FY 2023-24 and Profit after exceptional items and tax has shown a significant growth of 9.16%, which resulted in increase to Rs. 15,002 lakhs in FY 2024-25 as against Rs. 13,743 lakhs in last FY 2023-24.
b. Revenue & Profit - Consolidated
On a consolidated basis in the financial year 2024-25, the Revenue from operations has shown a considerable growth of 22.09% which resulted in increase of Revenue to Rs. 46,325 lakhs in FY 2024-25 as against Rs 37,942 lakhs in last FY 2023-24.
On a consolidated basis in financial year 2024-25, the profit before tax and exceptional items has shown a significant growth of 18.66%, which resulted in increase to Rs. 20,960 lakhs in FY 2024-25 as against Rs 17,664 lakhs in last FY 2023-24. Profit after exceptional items and tax has shown a significant growth of 9.83%, which resulted in increase is Rs 14,759 lakhs in FY 2024-25 as against Rs 13,438 lakhs in last FY 2023-24.
3. Operations During the Year:
C.E. Info Systems Limited (popularly known as âMapmyIndiaâ) (henceforth, referred to as âThe Companyâ, or âWeâ) 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 Indiaâs 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 (âMaaSâ), platform as a service (âPaaSâ) and software as a service (âSaaSâ). 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 âMapmyIndiaâ brand and the international market through the âMapplsâ 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 2025 ended with a significant revenue and profit growth, and healthy margins that was further expanded. The consolidated Revenue from operations grew at 22% on Year on Year to around Rs. 463.3 Cr and consolidated PAT grew at 10% to Rs. 147.6 Cr EBITDA margin for FY25 was 39%, and PAT margin was 29% respectively.
The details of our operations and business during the year are given separately in Management Discussion & Analysis report forming part of this Annual Report.
The future outlook of the company looks bright, with healthy growth in the Open Order Book up 9.33% from Rs. 1372 Cr at end of FY24 to Rs. 1500 Cr at end of FY25, 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 Companyâs 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 & loT 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.
The Basic earnings per share increased to Rs. 27.56 for financial year 2024-25 as compared to earnings per share of Rs 25.42 for last financial year 2023-24 on Standalone basis and the Basic earnings per share increased to Rs. 27.05 for financial year 2024-25 as compared to earnings per share of Rs. 24.78 for last financial year on Consolidated basis.
The Company has transferred Rs. 0.62 Lakhs to General Reserve during the financial year under review.
The Board of Directors at their meeting held on 9th May, 2025, has recommended the payment of Final Dividend Rs. 3.50/- ( 175 %) per equity share having face value of Rs. 2 (Rupee Two only) each as dividend for the financial year 2024-25 aggregating to Rs. 1,90,47,026.50/-. 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
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. Subsidary, Joint Venture and Associate Companies:
During the year under review, the Company has three (3) Subsidiaries, one
(1) Associate Company and 1 Joint Venture (JV) Company:
(i) Mappls DT Private Limited (formerly known as Vidteq (India) Private Limited (Mappls):
Mappls 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 Mappls DT Private Limited (formerly known as 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.
(ii) Gtropy Systems Private Limited (Gtropy):
Gtropy is engaged in the business for providing solutions to consumers of MapmyIndia and 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 Dropoff services.
Gtropy has established themselves as one of the most trusted GPS Vehicle Tracking Solution providers among their esteemed partners and well-satisfied customers and have gained 3,50,000 live vehicles.
The Company has acquired 75.98% Shareholding of Gtropy Systems Pvt. Ltd. making it a Subsidiary of our Company w.e.f. 4th February, 2022.
In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Gtropy became a material subsidiary of the Company, as on 31st March 2023.
(iii) C.E. Info Systems International Inc (CE International):
CE International is engaged in the business of, among other things, selling MapmyIndiaâs 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.
(iv) Kogo Tech Labs Private Limited (Kogo):
KOGO is a Gamified 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.
Along with its B2C App and website, KOGO also has a licensed B2B platform for Automotive OEMâs that enables in-vehicle commerce, discovery, community engagement and hence brand stickiness.
The Company holds 40.17% shareholding on fully diluted basis in Kogo Tech Labs Private Limited as on the date of this report making it an Associate of our Company.
(v) PT Terra Link Technologies (Joint Venture):
The Company has incorporated a Joint Venture (JV) Company with 40% holding in Indonesia with Hyundai AutoEver Corporation (HAE) under the name of PT Terra Link Technologies for the purpose of developing business in South-East Asia w.e.f. 8th November, 2024. The JV was incorporated with an initial capital of IDR 164,270,000,000 and the Company invested IDR 65,708,000,000. PT Terra Link Technologies 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.
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:
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The Board consists of following Directors as on the date of this report: |
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|
Sr. No. |
Name of Directors |
Category of Directors |
|
1 |
Mr. Rakesh Kumar Verma |
Chairperson cum Managing Director |
|
2 |
Mr. Rohan Verma |
Non-Executive Director |
|
3 |
Ms. Rashmi Verma |
CTO & Whole Time Director |
|
4 |
Ms. Rakhi Prasad |
Non-Executive Director |
|
5 |
Mr. Shambhu Singh |
Non-Executive Independent Director |
|
6 |
Mr. Anil Mahajan |
Non-Executive Independent Director |
|
7 |
Ms. Tina Trikha |
Non-Executive Independent Director |
|
8 |
Mr. Rajagopalan Sundar |
Non-Executive Independent Director |
|
9 |
Dr Ranjan Kumar Mohapatra |
Non-Executive Independent Director |
During the year under review, following changes occurred in the Directorship of the Company:
a. Ms. Rashmi Verma (DIN:00680868) was appointed as Whole Time Director of the Company to hold office for a period of 5 years w.e.f. 13th
May, 2024;
Meetings of the Board & their attendance:
During the Financial Year 2024-25, the Board of Directors met 8 (Eight) times during the year on 13th May, 2024, 21st June, 2024, 9th August, 2024, 8th November, 2024, 29th November, 2024, 9th December, 2024, 28th January, 2025 and 28th March, 2025, 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 Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, 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/nomination_and_ remuneration_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
b. Mr. Rajagopalan Sundar, (DIN: 00008764) was appointed as Nonexecutive Independent Director to hold office for a period of 3 years w.e.f. 13th May, 2024;
c. Mr. Shambhu Singh (DIN:01219193), Mr. Anil Mahajan (DIN:00003398) and Mrs. Tina Trikha (DIN: 02778940) were re-appointed as NonExecutive Independent Directors of the Company to hold office for a period of 5 years w.e.f. 27th July, 2024 for their 2nd Term respectively;
d. Mr. Kartheepan Madasamy (DIN: 03562906) was re-appointed as Non-Executive Independent Director to hold office for a period of 3 years w.e.f. 30th July, 2024 for his 2nd Term;
e. Mr. Vijay Ajemera (DIN:03142576) was appointed as Non-executive Director on behalf of Phonepe Limited w.e.f. 9th August, 2024;
f. Ms. Sonika Chandra (DIN: 09193853), Non-Executive Director on behalf of Phonepe Limited was resigned from Directorship of the Company w.e.f. 9th August, 2024;
g. Mr. Rohan Verma resigned from the Post of CEO of the Company w.e.f. 31st March, 2025;
In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on the date of this report:
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Sr. No. |
Name of the KMPs |
Designation |
|
|
1 |
Mr. Rakesh Kumar Verma |
Managing Director |
|
|
2 |
Mr. Anuj Kumar Jain |
Chief Financial Officer (CFO) |
|
|
3 |
Mr. Saurabh Surendra Somani |
Company Secretary & Compliance Officer |
|
|
In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, 2015, the following are the Senior Management Personnel (SMPs) of the Company as on date of this report: |
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Sr. No. |
Name of the SMPs |
Designation |
|
|
1 |
Anuj Kumar Jain |
Group Chief Financial Officer |
|
|
2 |
Saurabh Surendra Somani |
Company Secretary & Compliance Officer, Group of Companies |
|
|
3 |
Sapna Ahuja |
President Automotive Business & Chief Operating Officer |
|
|
4 |
Ankeet Bhatt |
President, Enterprise Business |
|
|
5 |
Shishir Verma |
Chief HR & Corporate Affairs Officer, Group of Companies |
|
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6 |
Rishin Kalra |
Chief Product Officer, Auto Tech & IoT |
|
|
7 |
Jin Ho Kim |
President Asia Pacific |
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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 Companyâs Board of Directors.
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 Boardâs 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 Committeeâs 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 Companyâs 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.
Seven (7) meetings were conducted during the year on 10th May, 2024, 21st June, 2024, 9th August, 2024, 7th November, 2024, 27th November, 2024, 27th January, 2025 and 28th March, 2025 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 |
|
Ms. Tina Trikha |
Member |
Non-executive Independent Director |
|
Mr. Shambhu Singh |
Member |
Non-executive Independent Director |
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 qualifications is available on https://www.mapmyindia.com/investor/mmi_polices/ nomination_and_remuneration_policy.pdf
Three (3) meeting were conducted during the year on 10th May, 2024, 21st June, 2024 and 9th August, 2024 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. Rajagopalan Sundar |
Member |
Non-executive Independent Director |
During the year under review, 1 (One) meeting was conducted on 27th March, 2025. The terms of reference of the Stakeholders Relationship Committee and details of the their meetings are 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 and 21st June, 2024. The CSR Committee consists of the following members as on date of this Report:
|
Name of the Directors |
Designation |
Nature of Directorship |
|
Mr. Rakesh Kumar Verma |
Chairperson |
Executive Director |
|
Ms. Rakhi Prasad |
Member |
Non-Executive - Non Independent Director |
|
Ms. Tina Trikha |
Member |
Non-executive Independent Director |
|
Ms. Rashmi Verma |
Members |
Executive 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 21st June, 2024 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 are 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. The Risk Management Committee consists of the following members as on date of this Report:
|
Name of the Directors |
Designation |
Nature of Directorship |
|
Mr. Rohan Verma |
Chairperson |
Executive Director |
|
Mr. Rajagopalan Sundar |
Member |
Non-executive Independent Director |
|
Dr Ranjan Kumar Mohapatra |
Member |
Non-executive Independent Director |
With an objective of reviewing various risks faced by the Company and advises the Board on risk mitigation plans.
During the year under review, 2 (Two) meetings were conducted during the year on 21st June, 2024 and 10th January, 2025. 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.
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 identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Companyâs long-term goals and Vision.
The draft annual return as provided under sub-section (3) of Section 92 as at 31st March, 2025 is available at the Companyâs 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 Boardâs 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:
The following changes occurred in the Directorship of the Company subsequent to the closure of the Financial Year till the date of signing of the report:
a. Mr. Rakesh Kumar Verma (DIN: 01542842) was designated as the Group Chairman of the Company;
b. Mr. Shambhu Singh (DIN: 01219193) was designated as the Group Vice Chairman of the Company;
c. Mr. Vijay Ajemera (DIN:03142576), Non-Executive Director on behalf of M/s. PhonePe Limited resigned from Directorship of the Company w.e.f. 9th April, 2025;
d. Mr. Rohan Verma was designated as non-executive Director of the Company w.e.f. 1st April, 2025;
e. Mr. Kartheepan Madasamy (DIN: 03562906) resigned from Independent Directors of the Company w.e.f. 6th May, 2025;
f. Dr Ranjan Kumar Mohapatra (DIN: 08006199) was appointed as Non-executive Independent Director of the Company to hold office for a period of 3 years w.e.f. 9th May,
2025.
g. Mr. Rakesh Kumar Verma (DIN: 01542842) was re-appointed as the Managing Director of the Company to hold office for a period of 5 years w.e.f. 25th August, 2025;
h. The name of the Wholly Owned Subsidiary Company was changed from âVidteq (India) Private Limited" to âMappls DT Private
Limitedâ w.e.f. 18th April, 2025 as a part of its rebranding strategy to better reflect its evolving mission & vision.
i. The Risk management committee was reconstituted by the board of directors in the board meeting held on 9th May, 2025.
Except these, no other 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.
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 [email protected].
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, 2025, the Company has Authorised Share Capital of Rs.1,62,08,21,810/-and Paid Up Share Capital of Rs. 10,88,40,150/-. 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 51.65% share capital of the Company as on 31st March, 2025.
a. Sweat Equity shares:
The Company has not issued any sweat equity shares during the financial year under review. Issue of further Share Capital under review.
b. Issue of further Share Capital under Employee Stock Option scheme:
The Company has allotted 3,31,477 equity shares in its board meeting held on 09.08.2024 and 16,612 equity shares on 28.01.2025 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 companyâs Employee Stock Option Scheme 2008 during the year are as follows:
1. Number of stock options granted: 29340
2. Number of stock options vested: 348089
3. Number of stock options exercised: 348089
4. Total number of shares arising as a result of exercise of option: 348089
5. Number of options surrendered : 1534
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. 42,29,281.35
10. Total number of options in force: 542810
Further their are no material changes other than mentioned above, in the Scheme during the financial year ended March 31st, 2025 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 Companyâs website at www.mapmyindia.com
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:
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 offices 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.
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 quantifiable.
We donât specifically import any technology for energy consumption.
[C] Foreign exchange earnings and Outgo:
|
Particulars |
Current Year (Rs. in Lakhs) (2024-25) |
Previous Year (Rs. in Lakhs) (2023-24) |
|
Foreign Exchange Earning |
15,289 |
8617 |
|
Foreign Exchange Outgo |
749 |
780 |
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:
MAPMYINDIA is a people company that understands the immense potential of technology and strives to create a best in class employee experience. Our Employee Value Proposition inspires our people to build whatâs next for themselves, their teams and their clients. It also ensures that our employees continuously learn and grow in their career, while also creating opportunities for every employee to navigate further. These efforts have resulted in faster growth, broader career options and increased talent mobility.
MAPMYINDIA enjoys a distinct advantage and continued success because of its best-in-class talent practices. MAPMYINDIA nurtures a happy workplace by promoting passion, lifelong learning, and collaboration. The core values of Leading Change, Integrity, Respect for Individual, Excellence and Learning & Sharing strongly bind and unify the MapmyIndians. MAPMYINDIA continues to drive a high-performance culture, recognizing and rewarding potential talent.
MAPMYINDIA follows an agile hiring ecosystem which enables people scaling and building a heterogeneous workforce. MAPMYINDIA is one of the largest job creators in its domain and is the preferred employer for both entry-level and lateral hires.
MAPMYINDIA is dedicated to fostering growth by creating a future-ready workforce and promoting lifelong learning. Every MAPMYINDIA employee is encouraged to take charge of their learning and career growth. MAPMYINDIA also does its fulfilment through internal talent pools by re-skilling and ready-to-deploy trainee availability.
Compensation levels are merit-based, determined by qualification, experience levels, special skills (if any), and individual performance. Compensation structures are driven by prevailing practices in each Management Discussion. Across the enterprise, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location.
The talent engagement strategy of MAPMYINDIA is anchored in Engagement with Purpose, a model that places the employees at the centre of the integrated approach. The focus on employeeâs health
and wellbeing is a key priority, and includes comprehensive physical, emotional, and social support programs, reinforcing the sense of Proud & healthy MAPMYINDIANS.
MAPMYINDIAâs values-driven culture, progressive HR policies, and investment in people have fostered a strong sense of belonging. By nurturing leaders from within, MAPMYINDIA has developed a deeply acculturated mid-layer with long tenures, ensuring seamless succession into senior leadership roles. This mid-layer integrates new talent and adds significant value through their contributions and contextual knowledge. All these efforts have helped the Company to remain at a very high rate of talent retention. MapmyIndia is dedicated to promoting an inclusive culture within its workforce.
HRâs principles and priorities have sharpened in the face of Strategy deployed in 2024-25. 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 employeesâ engagement and motivation throughout the implementation process. As on March 31, 2025, C.E. Info Systems Limited has a strong employee base of 551 employees on its rolls at standalone basis.
The Company has only one business segment, i.e. Map data and Map data related services (GPS navigation, location-based services and loT). 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 Auditors1. 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 30th Annual General Meeting of the Company to be held in Year 2025 and their term will expire at the ensuing Annual General Meeting of the Company.
The Board of directors of the Company on the recommendation of the Audit Committee has proposed for the appointment of M/s. M S K A & Associates, Chartered Accountants, (ICAI Firm Registration No. 105047W), as the Statutory Auditors of the Company for a period of 5 years, to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2030 to conduct the statutory audit functions of the Company for the Financial Years ended 31st March, 2026 to 31st March, 2030 to the Members of the Company in the ensuing Annual General Meeting of the Company. The Company has already received the consents & eligibility Certificates from M/s. M S K A & Associates, Chartered Accountants to the effect that they are eligible to be appointed as Statutory Auditors of the Company.
There are no explanations and comments required to be given by the Board as the auditorâs report given by auditors of the Company doesnât contain any qualification, reservation or adverse remarks for the Financial Year ended 31st March, 2025. 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 officers or employees, the details of which would need to be mentioned in the Boardâs report.
There are no explanations and comments required to be given by the Board as the auditorâs report given by auditors of the Company doesnât contain any qualification, reservation or adverse remarks for the Financial Year ended 31st March, 2025. 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 officers or employees, the details of which would need to be mentioned in the Boardâs 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 and its material Subsidiary viz. Gtropy Systems Private Limited for the Financial Year 2024-25, who had conducted the Secretarial Audit of the Company & its material Subsidiary for the year ended 31st March, 2025.
The Secretarial Audit Report for the financial year ended 31st March, 2025 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material Subsidiary are annexed herewith as âAnnexure 6A and 6Bâ.
The Secretarial Auditorsâ Report doesnât contain any qualification, reservation or adverse remarks.
M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 022319N), were appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended 31st March, 2025 in the Board meeting held on 13th May, 2024.
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 Companyâs internal control system is commensurate with its size, scale and complexities of its operations.
Our management assessed the effectiveness of the Companyâs internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31st, 2025.
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 firm 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, 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 31st , 2025, 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 confirmed 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 company has complied with provisions of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, prohibition & 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 officer: 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.
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 affirmed 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;
(b) Code of Conduct for Board of Directors and Senior Management;
(c) Policy for determination of materiality of events/ information;
(d) Diversity of Board of Directors Policy;
(e) Policy on Fair Disclosure Code;
(f) Policy on Familiarisation Program for Independent Directors;
(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;
(n) Anti- sexual Harassment Policy;
(o) Risk Management Policy;
(p) Nomination and Remuneration Policy;
(q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors;
(r) Policy on Preservation of Documents;
(s) Policy on Succession Planning; and
(t) Dividend Distribution Policy;
(u) Human Right Policy;
(v) Customer Relation Policy
(w) Employee well being Policy
(x) Stakeholder Engagement Policy
(y) Equal Opportunity Policy
(z) Product Responsibility Policy MMI 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.
Mar 31, 2024
The Directors have pleasure in presenting the 29th (Twenty Ninth) Annual Report, together with the audited financial statements of the Company for the year ended 31st March, 2024.
1. Financial Summary & Highlights:
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulationsâ), the Company have prepared its Standalone
and Consolidated Financial Statements as per Indian Accounting Standards ("IND ASâ) for the Financial Year 2023-24 and the financial highlights are as summarized below:
|
(Rs. In Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
For the year ended March 31 |
For the year ended March 31 |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
I. Revenue From Operations |
31,561 |
25,385 |
37,942 |
28,146 |
|
II. Other Income |
4,039 |
3,538 |
3,816 |
3,432 |
|
III. Total income (I II) |
35,600 |
28,923 |
41,758 |
31,578 |
|
IV. Expenses |
||||
|
Employee Benefits Expenses |
5,448 |
5,346 |
7,456 |
6,619 |
|
Other Operating Expenses |
11,446 |
8,466 |
14,864 |
9,736 |
|
Finance Costs |
127 |
180 |
293 |
279 |
|
Depreciation and Amortisation Expenses |
868 |
616 |
1,481 |
990 |
|
Total Expenses (IV) |
17,889 |
14,608 |
24,094 |
17,624 |
|
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV) |
17,711 |
14,315 |
17,664 |
13,954 |
|
VI. Share of loss of associates |
0 |
0 |
(152) |
(28) |
|
VII. Profit/(Loss) before tax (V VI) |
17,711 |
14,315 |
17,512 |
13,926 |
|
VIII. Tax expenses |
3,968 |
3,440 |
4,074 |
3,173 |
|
IX. Profit/(Loss) for the period/year after tax (VII - VIII) |
13,743 |
10,875 |
13,438 |
10,753 |
|
X. Total Other Comprehensive Income |
213 |
(49) |
269 |
(49) |
|
XI. Total Comprehensive Income for the year (IX-X) |
13,530 |
10,924 |
13,169 |
10,802 |
|
XII. Earnings Per Equity Share of Rs.2/- each (Basic): |
25.42 |
20.26 |
24.78 |
20.38 |
On a standalone basis in financial year 2023-24, the Revenue from operations has shown a considerable growth of 24.33% which resulted in increase of Revenue to Rs. 31,561 lakhs in FY 2023-24 as against Rs. 25,385 lakhs in last FY 2022-23.
On a standalone basis in financial year 2023-24, the profit before tax and exceptional items has shown a significant growth of 23.72%, which resulted in increase to Rs.17,711 lakhs in current FY 2023-24 as
against Rs. 14,315 lakhs in last FY 2022-23. Profit after exceptional items and tax is Rs. 13,743 lakhs in FY 2023-24 as against Rs 10,875 lakhs in last FY 2022-23.
On consolidated basis in financial year 2023-24, the Revenue from operations has shown a considerable growth of 34.80% which resulted increase of Revenue to Rs. 37,942 lakhs in FY 2023-24 as against Rs 28,146 lakhs in last FY 2022-23.
On consolidated basis in financial year 2023-24, the profit before tax and exceptional items has shown a significant growth of 25.75%, which resulted in increase to Rs. 17,512 lakhs in FY 2023-24 as against Rs. 13,926 lakhs
in last FY 2022-23. Profit after exceptional items and tax is Rs 13,438 lakhs in FY 2023-24 as against Rs 10,753 lakhs in last FY 2022-23.
3. Operations During the Year:
C.E. Info Systems Limited (popularly known as âMapmyIndiaâ) (henceforth, referred to as âThe Companyâ, or âWeâ) 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 Indiaâs 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 (âMaaSâ), platform as a service (âPaaSâ) and software as a service (âSaaSâ). 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 âMapmyIndiaâ brand and the international market through the âMapplsâ 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 2024 ended with a significant revenue and profit growth, and healthy margins that was further expanded. The consolidated Revenue from operations grew at34.80% on Year on Year to around Rs 379.42 Cr and consolidated PAT grew at 24.96% to Rs.134.38 Cr EBITDA margin for FY24 was 41%, and PAT margin was 32% respectively.
The details of our operations and business during the year are given separately in Management Discussion & Analysis report forming part of this Annual Report.
The future outlook of the company looks bright, with healthy growth in the Open Order Book up 49.45% from Rs. 918 Cr at end of FY23 to Rs. 1372 Cr at end of FY24, 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 Companyâs 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 inten d 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.
The Basic earnings per share increased to Rs. 25.42 for financial year 2023-24 as compared to earnings per share of Rs 20.26 for last financial year 2022-23 on Standalone basis and the Basic earnings per share increased to Rs. 24.78 for financial year 2023-24 as compared to earnings per share of Rs. 20.38 for last financial year on Consolidated basis.
The Company has transferred an amount of 13.9 Cr to General Reserve during the financial year under review.
The Board of Directors at their meeting held on 13th May, 2024, has recommended the payment of Final Dividend of Rs. 3.50/- (175%) per equity share having face value of Rs. 2 (Rupee Two only) each as dividend for the financial year 2023-24 aggregating to Rs. 18,92,51,951/-. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (âAGMâ) 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
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, MaterialSubsidiary, Joint Venture and Associate Companies:
As on date the company has three (3) Subsidiaries and two (2) Associates:
a. Vidteq (India) Private Limited (Vidteq):
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 holds 100% shareholding of Vidteq (India) Pvt. Ltd. making it a wholly owned Subsidiary of our Company w.e.f. 31st July, 2017.
b. Gtropy Systems Private Limited (Gtropy):
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-satisfied customers and have gained 2,90,000 live vehicles to their credit with yearly growth of 53%.
The Company holds 75.98% Shareholding of Gtropy Systems Pvt. Ltd. making it a Subsidiary of our Company w.e.f. 4th February, 2022.
In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, Gtropy became a material subsidiary of the Company, as on 31st March 2023.
c. CE Info Systems International Inc (CE International):
CE International is engaged in the business of, among other things, selling MapmyIndiaâs products and services in the international market as a reseller.
The Company holds 100% shareholding of CE International making it a wholly owned Subsidiary of our Company w.e.f. 6th April, 2018.
d. Kogo Tech Labs Private Limited (Kogo):
KOGO is a Gamified 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 10,00,000 Hotels,
300000 Experiences, 5000 Travel Merchandise Stores and service providers across the world currently and continues to expand its network to maximize spend & burn opportunities for its users.
Along with its B2C App and website, KOGO also has a licensed B2B platform for Automotive OEMâs that enables in-vehicle commerce, discovery, community engagement and hence brand stickiness.
The Company holds 40.17% shareholding on fully diluted basis in Kogo Tech Labs Private Limited as on the date of this report making it an Associate of our Company.
e. Indrones Solutions Private Limited (Indrones):
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 holds 20% shareholding of Indrones Solutions Private Limited on fully diluted basis making it an 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 the date of this report:
|
Sl. 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. Rashmi Verma |
CTO & Whole Time Director |
|
4. |
Ms. Rakhi Prasad |
Non-Executive Director |
|
5. |
Ms. Sonika Chandra |
Non-Executive Nominee Director |
|
6. |
Mr. Shambhu Singh |
Non-Executive Independent Director |
|
7. |
Mr. Anil Mahajan |
Non-Executive Independent Director |
|
8. |
Mr. Kartheepan Madasamy |
Non-Executive Independent Director |
|
9. |
Ms. Tina Trikha |
Non-Executive Independent Director |
|
10. |
Mr. Rajagopalan Sundar |
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 the date of this report: |
||
|
Sl. No. |
Name of the KMPs |
Designation |
|
1. |
Mr. Rakesh Kumar Verma (DIN: 01542842) |
Managing Director |
|
2. |
Mr. Rohan Verma (DIN: 01797489) |
Whole Time Director & Chief Executive Officer (CEO) |
|
3. |
Mr. Anuj Kumar Jain |
Chief Financial Officer (CFO) |
|
4. |
Mr. Saurabh Surendra Somani |
Company Secretary & Compliance Officer |
|
In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, 2015, the following are the Senior Management Personnel (SMPs) of the Company as on date of this report: |
||
|
Sl. No. |
Name of the KMPs |
Designation |
|
1. |
Anuj Kumar Jain |
Chief Financial Officer |
|
2. |
Saurabh Surendra Somani |
Compliance Officer & CS |
|
3. |
Sapna Ahuja |
Chief Operating Officer |
|
4. |
Ankeet Bhatt |
Chief Business Officer-Enterprise Business |
|
5. |
Nikhil Kumar |
President, Geo Spatial Business |
|
6. |
Shishir Verma |
Chief HR & Corporate Affairs Officer |
|
7. |
Rishin Kalra |
Chief Product Officer-Auto Tech |
Meetings of the Board & their attendance:
During the Financial Year 2023-24, the Board of Directors met 6 (Six) times during the year on 22nd April, 2023, 04th August, 2023, 01st September, 2023, 31st October, 2023, 27th November, 2023 and 16th January, 2024, 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 Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, 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/ nomination_and_remuneration_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 Companyâs 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 Boardâs 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.
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 Committeeâs 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 Companyâs financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.
The Audit Committee consists of the following members as members having wide experience and knowledge of Corporate Affairs, Finance & Accounts as on date of this report.
|
Name |
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.
Six (6) meetings were conducted during the year on 21st April, 2023, 03rd August, 2023, 01st September, 2023, 30th October, 2023, 27th November, 2023 and 15th January, 2024 in respect of which proper notices were given and the proceedings were properly recorded. The terms of reference
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 |
|
Ms. Tina Trikha |
Member |
Non-executive Director |
|
Mr. Shambhu Singh |
Member |
Non-executive Independent Director |
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 qualifications is available on https://www.mapmyindia.com/investor/mmi_ polices/nomination_and_remuneration_policy.pdf
Three (3) meeting were conducted during the year on 21st April, 2023, 03rd August, 2023 and 30th October, 2023 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 Director |
|
Mr. Rakesh Kumar Verma |
Member |
Executive Director |
|
Mr. Rajagopalan Sundar |
Member |
Non-executive Independent Director |
During the year under review, 1 (One) meeting was conducted on 1st March, 2024. The terms of reference of the Stakeholders Relationship Committee and details of the their meetings are 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. The CSR Committee consist of the following members as on date of this report:
Name of the Nature of
Directors esigna i°n Directorship
Mr. Rakesh Managing
Chairperson
Kumar Verma Director
Non-Executive -
Ms. Rakhi Prasad Member Non Independent
Director
Non-executive
Ms. Tina Trikha Member Independent
Director
Ms. Rashmi , Whole Time
Members
Verma 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 3rd August, 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 are 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 with the following as its Members, 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. The Risk Management Committee consist of the following members as on date of this report:
|
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 Officer |
During the year under review, 2 (Two) meetings were conducted on 3rd August, 2023 and 18th January, 2024. 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 identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Companyâs longterm goals and Vision.
12. Annual Return:
The draft annual return as provided under sub-section (3) of Section 92 as at 31st March, 2024 is available at the Companyâs website at www.mapmyindia.com
13. Revision Of Financial Statements Or Boardâs Report:
The Board of Directors of the Company has not revised the Financial Statements and Boardâs 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 Changesand 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:
The Board in its meeting held on 13th May, 2024 appointed Ms. Rashmi Verma (DIN: 00680868) as the Whole Time Director of the Company for a period of 5 years effective from 13th May, 2024 and Mr. Rajagopalan Sundar (DIN: 00008764) as the Non-Executive Independent Director of the Company for a period of 3 years effective from 13th May, 2024. Further, the Board in its meeting held on 13th May, 2024 approved the re-appointment of Mr. Shambhu Singh (DIN:01219193), Mr. Anil Mahajan (DIN:00003398) and Ms. Tina Trikha (DIN:02778940) as Non-Executive Independent Directors of the Company for their 2nd Term for a period of 5 years effective from 27th July, 2024 and Mr. Kartheepan Madasamy (DIN:03562906) as Non-Executive Independent Director of the Company for his 2nd Term for a period of 3 years effective from 31st July, 2024, subject to the approval of shareholders in the forthcoming Annual General Meeting of the Company.
Further pursuant to Regulation 24(1) of Listing Regulation, Mr. Anil Mahajan (DIN:00003398), Independent Director of the Company was appointed on the Board of Gtropy Systems Private Limited, material subsidiary of the Company w.e.f 17th June, 2024.
Except these, 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
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. Specifically, 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 amplifies 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,
position of the Company.
17. Change in Business Activities:
There was no change in the nature of business of the Company.
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 [email protected].
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.
As on 31st March, 2024, the Company has Authorised Share Capital of Rs.1,62,08,21,810/- and Paid Up Share Capital of Rs. 10,81,43,972/-. 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 52.91% share capital of the Company as on 31st March, 2024.
The Company has not issued any sweat equity shares during the financial year under review.
The Company has allotted 3,87,497 equity shares on 04.08.2023 and 23,717 equity shares on 22.12.2023 pursuant to ESOP under the ESOP Policy-2008 of the Company. Further, in accordance with the Companies (Share Capital and Debentures) Rules, 2014, the details of the companyâs Employee Stock Option Scheme 2008 during the year are as follows:
i) Number of stock options granted: 8,000
ii) Number of stock options vested: 4,11,214
iii) Number of stock options exercised: 4,11,214
iv) Total number of shares arising as a result of exercise of option: 4,11,214
v) Number of options surrendered : 19,209
vi) Number of options lapsed: Nil
vii) The exercise price: Rs. 12.15
viii) Variation of terms of options: Nil
xi) Money realized by exercise of options: Rs. 49,96,250.1
x) Total number of options in force: 8,89,365
Further the Board of Director and Members of the Company approved the modification in the Vesting Schedule under Clause 2.2 of the Employee Stock Option Plan, 2008, based on the recommendation of Nomination and Remuneration Committee.
Further their are no material changes other than mentioned above, in the Scheme during the financial year ended March 31st, 2024 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 Companyâs website at www.mapmyindia.com
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:
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 offices 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.
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 quantifiable.
We donât specifically import any technology for energy consumption.
|
Particulars |
Current Year (Rs. in Lakhs) (2023-24) |
PreviousYear (Rs. in Lakhs) (2022-23) |
|
Foreign Exchange Earning |
8,617 |
10,624 |
|
Foreign Exchange Outgo |
780 |
1148 |
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 employeesâ 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.
HRâs principles and priorities have sharpened in the face of Strategy deployed in 2023-24. 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 employeesâ engagement and motivation throughout the implementation process. As on March 31, 2024, C.E. Info Systems Limited has a strong employee base of 1292 employees on its rolls on consolidated basis.
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.
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 2025. There are no explanations and comments required to be given by the Board as the auditorâs report given by auditors of the Company doesnât contain any qualification, reservation or adverse remarks.
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 officers or employees, the details of which would need to be mentioned in the Boardâs report.
26. Secretarial Auditorâs Report:
Santosh Kumar Pradhan, Practicing Company Secretary (CP No. 7647) was appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24, who had conducted the Secretarial Audit of the Company for the year ended 31st March, 2024.
The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material Subsidiary are annexed herewith as âAnnexure 6A and 6Bâ.
The Secretarial Auditorsâ Report doesnât contain any qualification, reservation or adverse remarks.
27. Internal Auditors:
M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 022319N), were appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended 31st March, 2024 in the Board meeting held on 22nd April, 2023. Further M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 022319N) were also re-appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended 31st March, 2025 in the Board meeting held on 21st May, 2024.
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 Companyâs internal control system is commensurate with its size, scale and complexities of its operations.
Our management assessed the effectiveness of the Companyâs internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31st, 2024.
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 firm 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 31st, 20234, our internal financial controls were adequate and operating effectively
30. Directorsâ 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 confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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;
(c) 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;
(d) The Directors had prepared the annual accounts on a
going concern basis;
(e) 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
(f) 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 Companyâs 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 officer: 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 Companyâs 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 affirmed 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;
(b) Code of Conduct for Board of Directors and Senior Management;
(c) Policy for determination of materiality of events/ information;
(d) Diversity of Board of Directors Policy;
(e) Policy on Fair Disclosure Code;
(f) Policy on Familiarisation Program for Independent Directors;
(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;
(n) Anti- sexual Harassment Policy;
(o) Risk Management Policy;
(p) Nomination and Remuneration Policy;
(q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors;
(r) Policy on Preservation of Documents;
(s) Policy on Succession Planning; and
(t) Dividend Distribution Policy.
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.
Mar 31, 2023
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:
|
Results of Your Companyâs operations and Companyâs 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. Profit/(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. Profit/(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. Profit/(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 |
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing
Regulationsâ), the Company have prepared its Standalone and Consolidated Financial Statements as per Indian Accounting Standards (âIND ASâ) for the Financial Year 2022-23 and the financial highlights are as summarized below:
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. Profit 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.
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. Profit 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 âMapmyIndiaâ) (henceforth, referred to as âThe Companyâ, or âWeâ) 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 Indiaâs 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 (âMaaSâ), platform as a service (âPaaSâ) and software as a service (âSaaSâ). 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 âMapmyIndiaâ brand and the international market through the âMapplsâ 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.
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 Companyâs 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.
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.
The Company has not transferred any amount to General Reserve during the financial year under review.
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.
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_poli ces/ dividend _distribution_policy.pdf
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:
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.
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-satisfied 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.
CE International is engaged in the business of, among other things, selling MapmyIndiaâs 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.
KOGO is a Gamified 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 3x more on their trips, experiences and adventures. This currency can be spent on KOGOâs 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 OEMâs 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.
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 Officer (CEO) |
|
3. |
Mr. Anuj Kumar Jain |
Chief Financial Officer (CFO) |
|
4. |
Mr. Saurabh Surendra Somani |
Company Secretary & Compliance Officer |
|
In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, Personnel ( SMPâs) of the Company as on 31st March,2023: |
2015, the following are the Senior Management |
|
|
Sr. No. |
Name of the SMPs |
Designation |
|
1. |
Anuj Kumar Jain |
Chief Financial Officer |
|
2. |
Saurabh Surendra Somani |
Compliance Officer & CS |
|
3. |
Rashmi Verma |
Chief Technology Officer |
|
4. |
Sapna Ahuja |
Chief Operating Officer |
|
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.
The Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, 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
h ttps://www. mapmyindia.com/i nvestor/mmi_polices/n omination_and_remuneration_policy.pdf
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 Companyâs Board of Directors.
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 Boardâs 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.
The Audit Committee was constituted by the Board in their meeting held on 27th July, 2021. The Committeeâs 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 Companyâs 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 and knowledge of Corporate Affairs, Finance & Accounts. |
members as members having wide experience |
|
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 |
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 |
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. |
||
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 |
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,
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 qualifications, is available on
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.
https://www.mapmvindia.com/investor/mmi polices/no mination and remuneration policv.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.
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 Officer |
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 identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Companyâs 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 Companyâs website at www.mapmvindia.com
13. REVISION OF FINANCIAL STATEMENTS OR BOARDâS REPORT:
The Board of Directors of the Company has not revised the Financial Statements and Boardâs 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 [email protected].
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.
The Company has not issued any sweat equity shares during the financial year under review.
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 companyâs 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
|
Current Year |
Previous Year |
|
|
Particulars |
(Rs. in Lakhs) |
(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:
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 Companyâs website at www.mapmyindia.com
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:
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 offices 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.
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 quantifiable.
We donât specifically import any technology for energy consumption.
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. Specifically, 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 amplifies 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 employeesâ 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.
HRâs 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 employeesâ 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:
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 auditorâs report given by auditors of the Company doesnât contain any qualification, reservation or adverse remarks.
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 officers or employees, the details of which would need to be mentioned in the Boardâs report.
26. SECRETARIAL AUDITORâS 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 Auditorsâ Report doesnât contain any qualification, 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 Companyâs internal control system is commensurate with its size, scale and complexities of its operations.
Our management assessed the effectiveness of the Companyâs 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 firm 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. DIRECTORSâ 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 confirmed 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.
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 Companyâs 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 affirmed 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.mapmvindia.com/investor/mmi polices/ whistle blower policv.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. |
|||
|
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. d. |
Policy for determination of materiality of events/ information; Diversity of Board of Directors Policy; |
q. |
Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors; |
|
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; |
||
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 Companyâs 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 officer: N.A
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
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
Mar 31, 2022
Your Directors have pleasure in presenting the 27th (Twenty Seventh) Annual Report, together with the audited financial statements of the Company for the year ended 31st March, 2022. Further, it was a pleasure to inform you that the equity shares of the Company was admitted for listing on 21st December, 2021 with Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulationsâ), the Company have prepared its standalone and Consolidated Financial Statements as per Indian Accounting Standards ("IND ASâ) for the Financial Year 2021-22 and the financial highlights is as summarized below:
Results of Your Companyâs operations and Companyâs Performance
|
(Rs. In Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
For the year ended March 31, |
For the year ended March 31, |
||
|
2022 |
2021 |
2022 |
2021 |
|
|
I. Revenue From Operations |
19,816.00 |
15,237.64 |
20,044.07 |
15,246.33 |
|
II. Other Income |
3,898.25 |
3,975.39 |
4,155.33 |
3,981.11 |
|
III. Total income (I II) |
23,714.25 |
19,213.03 |
24,199.40 |
19,227.44 |
|
IV. Total Expenses (IV) |
12,194.38 |
11,287.97 |
12,466.33 |
11,339.06 |
|
V. Profit/(Loss) before tax (V VI) |
11,519.87 |
7,925.06 |
11,733.07 |
7,888.38 |
|
VI. Tax expenses |
2,965.24 |
1,906.78 |
3,026.37 |
1,906.00 |
|
VII. Profit/(Loss) for the period/year after tax (VII VIII) |
8,554.63 |
6,018.28 |
8,706.70 |
5,982.38 |
|
VIII. Total Other Comprehensive Income |
5.26 |
(24.77) |
3.99 |
(24.82) |
|
IX. Total Comprehensive Income for the year (IX X) |
8,549.37 |
6,403.05 |
8,702.71 |
6,007.20 |
|
X. Earnings Per Equity Share (EPS) of Rs.2/- each: |
||||
|
Basic EPS |
16.07 |
11.44 |
16.34 |
11.38 |
|
Diluted EPS |
15.67 |
11.13 |
15.94 |
11.06 |
a. Revenue & Profit - Standalone
On a standalone basis in financial year 2021-22, the Revenue from operations has shown a considerable growth of 30.04% which resulted in increase of Revenue to Rs. 19,816 lakhs in FY 2021-22 as against Rs. 15,237.64 lakhs in last FY 2020-21.
On a standalone basis in financial year 2021-22, the profit before tax and exceptional items has shown a significant growth of 46.36% which resulted in increase to Rs 11,519.87 lakhs in current FY 2021-22 as against Rs 7,925.06 lakhs in last FY 2020-21. Profit after exceptional items and tax is Rs.8,554.63 lakhs in FY 2021-22 as against Rs 6,018.28 lakhs in last FY 2020-21.
b. Revenue & Profit - Consolidated
On consolidated basis in financial year 2021-22, the Revenue from operations has shown a considerable growth of 31.47% which resulted increase of Revenue to Rs. 20,044.07 lakhs in FY 2021-22 as against Rs 15,246.33 lakhs in last FY 2020-21.
On consolidated basis in financial year 2021-22, the profit before tax and exceptional items has shown a significant growth of 48.74% which resulted in increase to Rs. 11,733.07 lakhs in FY 2021-22 as against Rs 7,888.38 lakhs in last FY 2020-21. Profit after exceptional items and tax is Rs 8,706.70 lakhs in FY 2021-22 as against Rs 5,982.38 lakhs in last FY 2020-21.
C.E. Info Systems Limited (popularly known as âMapmyIndia'') (henceforth, referred to as âThe Company'', or âWe'') 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 ("MaaSâ), platform as a service ("PaaSâ) and software as a service ("SaaSâ). 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 âMapmyIndia'' brand and now entering the international market through the âMappls'' 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 & Data and Platform & IoT.
The new government geospatial guidelines served as an inflection point in our history, thereby encouraging us to undergo an IPO. CE Info Systems has been a listed entity on the country''s leading stock exchanges, i.e., NSE and BSE, w.e.f. 21st December 2021. There was an issuance of 10,063,945 shares with a face value of ^2 each, resulting in an issue worth Rs. 1039.6 Crores. This was followed by the exceptional response from the public where the IPO was oversubscribed 154.7 times. Following this incredible response, we gratefully welcome more than 1.3 lakhs new shareholders. We are sure the additional resources will enable us to continue providing world-class products and services with vast headroom to grow.
FY 2022 ended with a significant revenue and profit growth, and healthy margins that was further expanded. The Revenue from operations grew at 30% on Year on Year to around Rs 200 Cr and PAT grew at 42% to Rs 86 Cr. EBITDA margin for FY22 was 43%, expanding from 35% in FY21. PAT margin in FY22 was 36%, expanding from 31% in FY21.
The details of our operations and business are broadly given in Management Discussion & Analysis report, which forms part of this annual report.
The future outlook for the company looks bright, with healthy growth in the Open Order Book of 85% from Rs. 377 Cr. at end of FY21 to Rs. 699 Cr. at end of FY22, giving us optimism for the revenue growth of 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. We also 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.
The details of our future strategy are broadly given in Management Discussion & Analysis report, which forms part of this annual report.
. Company made an Initial Public Offering of 10063945 equity shares of face value of Rs. 2 each for cash at the price of Rs. 1033 per equity share through offer for sale aggregating to Rs.
1039.60 Crore.
The issue was over suscribed around 155 times and the equity shares of the company were lilsted on BSE Limited and National Stock Exchange of India Limited on December 21, 2021.
. On February 28, 2022 your company acquired 75.98% stake through a combination of preferential allotment and secondary purchase of equity shares from the shareholders of Gtropy Systems Pvt Ltd. This acquisition will enable your company for expansion of IoT and SaaS solutions into the commercial vehicle fleet and OE market by providing transporters and logistics companies with route optimizations, vehicle tracking and teletmatics, trip management, ADAS for road safety, advanced navigation and expense management solutions.
. Your company acquired 9.99% stake of equity shares from existing shareholders of Pupilmesh Pvt Ltd. This acquisition will support your company''s business opportunity in the area of navigation.
Basic earnings per share increased to Rs. 16.07 for financial year 2021-22 as compared to earnings per share of Rs 11.44 for last financial year 2020-21 on standalone basis.
The Company has transferred Rs. 20.31 lakhs on account of forfeiture/ expiry of stock options to the General Reserves during the financial year under review.
During the year under review, an interim dividend of Rs. 2/- per share has been paid in the month of February, 2022. The same interim dividend is proposed to be confirmed as the final dividend for the Financial Year 2021-22 by the shareholders in the ensuing Annual General Meeting 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
The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and no amount on account of principal or interest was outstanding as on the date of Balance Sheet.
As on 31st March, 2022, the Company has Authorised Share Capital of Rs.1,62,08,21,810/-and Paid Up Share Capital of Rs. 10,64,85,934/-. The equity shares of the Company are listed with BSE 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 53.73% share capital of the Company as on 31st March, 2022.
The details of changes in capital structure of the Company is as below:
|
Changes in Share Capital |
From |
To |
Date of passing resolution by BOD/ Shareholders |
Purpose of change |
|
Authorised Share Capital |
Rs. 151,58,21,810 |
Rs. 155,58,21,810 |
29 July, 2021 |
Conversion of CCPS into equity shares |
|
Authorised Share Capital |
Rs. 155,58,21,810 |
Rs. 162,08,21,810 |
7th October, 2021 |
Issue of bonus shares |
|
Paid up share capital |
Rs. 3,55,80,042 |
Rs. 3,87,15,390 |
3rd June, 2021 |
Allotment of shares pursuant ESOP |
|
Paid up share capital |
Rs. 3,87,15,390 |
Rs. 3,93,14,760 |
7th July, 2021 |
Allotment of shares pursuant ESOP |
|
Paid up share capital |
Rs. 3,93,14,760 |
Rs. 7,98,64,450 |
21 September, 2021 |
Allotment pursuant to conversion of CCPS to equity shares |
|
Paid up share capital |
Rs. 7,98,64,450 |
Rs. 10,64,85,934 |
7 October, 2021 |
Allotment of shares pursuant to bonus issue |
The authorised share capital as on date of this report is Rs. 162,08,21,810/- and the issued & paid up share capital of the Company as on the date of this report is Rs. 10,64,85,934/-.
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 plan:
The Company has allotted 38,708 equity shares on 03.06.2021 and 59,937 equity shares on
07.07.2021 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: 770801
2) Number of stock options vested: Nil
3) Number of stock options exercised: 657610
4) Total number of shares arising as a result of exercise of option: 657610
5) Number of options surrendered : 41746
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. 79.90 Lakhs
10) Total number of options in force: 17,80,076
c. Buy back of Shares
During the year under review, the Company has not made any offer to buy back its shares.
As on date the company has three (3) Subsidiaries:
1) Vidteq (India) Private Limited: 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 your Company w.e.f. 31st July, 2017.
2) Gtropy Systems Private Limited: The Company has acquired 75.98% Shareholding of Gtropy Systems Pvt. Ltd. on 28th February, 2022. Hence the said Company is a Subsidiary of your Company w.e.f. 28th February, 2022.
3) C.E. Info Systems International Inc: The Company has acquired 100% shareholding of C.E.
Info Systems International Inc. , on 6th April, 2018. Hence the said Company is a wholly owned Subsidiary of your Company w.e.f. 6th April, 2018.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements Subsidiary Companies in Form AOC-1 is attached to the Accounts as an Annexure -1. There is no joint venture or associate Company.
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
During the year under review, following changes occurred in the Directors of the Company:
a) Mr. Vishal Gupta (DIN: 08363509) resigned from the Directorship of the company w.e.f.
03.06.2021 and Ms. Sonika Chandra (DIN: 09193853) was appointed as additional Director of the company and her appointment as Nominee Director of the company was confirmed by shareholders in the AGM held on 30.09.2021.
b) Mrs. Rashmi Verma (DIN: 00680868), Mr. Noriaki Hagio (DIN: 08194630) and Mr. Vijay Ajmera (DIN: 03142576) resigned from the Directorship of the company w.e.f. 27.07.2021.
c) Mr. Anil Mahajan (DIN: 00003398), Mr. Shambhu Singh (DIN: 01219193) and Ms. Tina Trikha (DIN: 02778940) were appointed as the additional Directors in the category of Independent Directors of the company w.e.f 27.07.2021 and Mr. Kartheepan Madasamy (DIN: 03562906) was appointed as the additional Director in the category of Independent Directors of the company w.e.f
31.07.2021 and their appointment as Independent Directors of the company for a period of three consecutive years were confirmed by the shareholders in the AGM held on 30.09.2021.
d) Mr. Rohan Verma was appionted as the Chief Executive Officer (CEO) of the company w.e.f 26.08.2021
e) Mr. Anuj Kumar Jain (PAN: AGRPJ2753L) resigned from the post of company secretary of the company and was appointed as Chief Financial Officer of the company w.e.f. 27.07.2021.
f) Mr. Saurabh Surendra Somani (PAN: BHCPS6976D) was appointed as Company Secretary cum Compiiance Officer of the company w.e.f. 27.07.2021.
g) The Board consists of following Directors as on 31.03.2022 as well as on the date of this report:
|
Sr. No. |
Name of Directors |
Category of Directors |
|
1. |
Mr. Rakesh Kumar Verma |
Chairman 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 Women Independent Director |
h) In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on 31st March 2022:
|
Sr. No. |
Name of the KMPs |
Category of Directorship/Designation |
|
1. 2. 3. 4. |
Mr. Rakesh Kumar Verma; DIN: 01542842 Mr. Rohan Verma (DIN: 01797489) Mr. Anuj Kumar Jain Mr. Saurabh Surendra Somani |
Executive Managing Director Executive Whole Time Director & Chief Executive Officer (CEO) Chief Financial Officer (CFO) Company Secretary |
Meetings of the Board & their attendance:
During the Financial Year 2021-22, the Board of Directors met 13 (Thirteen) times the details of which were 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 by the Companies Act, 2013.
Policy on Directorâs appointment and remuneration and other details:
The Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, 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 www.mapmyindia.com.
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.
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, Income Tax & Finance.
|
Name of the Directors |
Designation |
Category of Directorship/Designation |
|
Mr. Shambhu Singh |
Chairman |
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.
Three (3) meetings were conducted during the year 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 were 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 in their meeting held on 27th July, 2021. The Nomination and remuneration Committee consists of the following members as on date of this Report:
|
Name of the Directors |
Designation |
Category of Directorship/Designation |
|
Mr. Anil Mahajan |
Chairman |
Non-executive Independent Director |
|
Mr. Kartheepan Madasamy |
Member |
Non-executive Independent Director |
|
Ms. Rakhi Prasad |
Member |
Non-executive Director |
|
Ms. Tina Trikha |
Member |
Non-executive Independent Director |
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 policy of the Company as Directors appointment and remuneration, including the criteria for determining qualifications.
The Remuneration policy is available on www.mapmyindia.com
One meeting was conducted during the year 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 were 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 |
Chairman |
Non-executive Director |
|
Mr. Rakesh Kumar Verma |
Member |
Executive Director |
|
Mr. Shambhu Singh |
Member |
Non-executive Independent Director |
During the year under review, no meeting was conducted. 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. Composition of the Corporate Social Responsibility Committee has been disclosed in the Corporate Governance Report, attached to this report. 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 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 the following as its Members:
|
Name of the Directors |
Designation |
Nature of Directorship |
|
Mr. Rohan Verma |
Chairman |
Executive Director and CEO |
|
Mr. Kartheepan Madasamy |
Member |
Non-executive Independent Director |
|
Ms. Sapna Ahuja |
Member |
Chief Operating Officer |
with an objective of reviewing various risks faced by the Company and advises the Board on risk mitigation plans.
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 identifies 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.
F. Risk of Covid-19 Pandemic
The fallout in Economy due to Covid-19 pandemic is affecting both the demand and supply side. It will hurt discretionary consumption on demand side and whereas the lockdown, the slow unlocking has impacted the supply side. Further, ramping up of production while maintaining social distancing and ensuring safety of worker is a concern.
Mitigation: The Company has set in protocols for its plant/office and people in accordance with local and national governments'' guidelines. Moreover, the Company has initiated the vaccination drive to vaccinate all its Employees.
Annual Return
The draft annual return as provided under sub-section (3) of Section 92 as at 31st March, 2022 is available at the Company''s website at www.mapmyindia.com
Revision of Financial Statements or Boardâs Report
The Board of Directors of the Company has not revised the Financial Statements and Board''s report of the financial year under review.
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.
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.
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
There were no 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.
Change in Business Activities
There was no change in the nature of business of the Company.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.
With reference to Section 136(1) this annual report is circulated without the statment 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 Comapny Secretary or email at [email protected]
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.
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 offices 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 quantifiable.
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) |
|
(2021-22) |
(2020-21) |
|
|
Foreign Exchange Earning |
8,793.47 |
5,336.00 |
|
Foreign Exchange Outgo |
1,268.56 |
1,162.52 |
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. Pursuant to the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Ministry of Corporate Affairs'' website.
A separate section on corporate governance practices followed by the Company, together with a certificate from a Practising Company Secretary confirming its compliance as per SEBI Regulations and as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms part of this annual report.
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. Specifically, 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 amplifies 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 2021-22. 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, 2022, C.E. Info Systems Limited has a strong employee base of 510 employees on its rolls.
In view of the resurgence of the COVID-19 pandemic situation, the Company was and is duly adhering to SOPs issued by the Central and/or State Governments for social distancing norms, safety, health and well-being of the employees. The Company also adopted ''Work from Home'' culture by facilitating logistics & infrastructure support to its employees.
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.
1. Appointment
At the 25th Annual General Meeting held on 16/12/2020, M/s Brijesh Mathur & Associates, Chartered Accountants (Firm Registration No. 022164N) were appointed as the Statutory Auditors of the Company 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 2025. 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 qualification, 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 officers or employees, the details of which would need to be mentioned in the Board''s report.
M/s Santosh Kumar Pradhan, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the Financial Year 2021-22, who had conducted the Secretarial Audit of the Company for the year ended 31st March, 2022.
The Secretarial Auditors'' Report doesn''t contain any qualification, reservation or adverse remarks. The said Secretarial Audit Report is annexed as Annexure - 5 to this Report.
M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 109513W), were appointed as Internal Auditors or the Company for a term of 2 consecutive years with effect from 27th January, 2022.
Section 148 of the Companies Act, 2013 read with Rules made there under, the provisions of Cost Audit is not applicable to the Company during the year under review
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, 2022.
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 firm 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, 2022, our internal financial controls were adequate and operating effectively.
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 confirmed 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 Controles are adiquate 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.
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.
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. The Directors are also updated with various regulations prevailing at the time and the new judicial pronouncements.
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.
The details 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 officer: N.A
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.
The provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) are not applicable on the Company at the end of the financial year. Subsequently, 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 affirmed 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 www.mapmyindia.com
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulation, 2015, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, shall include a Business Responsibility Report (BRR). Business Responsibility Report forms part of this annual report.
The Company has formulated the following policies and these policies are available in the website of the Company viz. www.mapmyindia.com
a) Archival Policy;
b) Code of Conduct for Board of Directors and Senior Management;
c) Policy for determination of materiality of events/ information;
d) Diversity of Board of Directors Policy;
e) Policy on Fair Disclosure Code;
f) Policy on Familiarisation Program for Independent Directors;
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;
n) Anti- sexual Harassment Policy;
o) Risk Management Policy;
p) Nomination and Remuneration Policy;
q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors;
r) Policy on Preservation of Documents;
s) Policy on Succession Planning; and
t) Dividend Distribution Policy.
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.
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