General information about company | |
| Scrip code | 532411 |
| NSE Symbol | VISESHINFO |
| MSEI Symbol | NOTLISTED |
| ISIN | INE861A01058 |
| Name of the entity | MPS Infotecnics Ltd. (Formerly known as Visesh InfotecnicsLtd.) |
| Date of start of financial year | 01-04-2019 |
| Date of end of financial year | 31-03-2020 |
| Reporting Quarter | Quarterly |
| Date of Report | 30-06-2019 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
Annexure I | ||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||
I. Composition of Board of Directors | ||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | |||||||||||||||||
| Wether the listed entity has a Regular Chairperson | No | |||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | |||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Peeyush Kumar Aggarwal | AACPA6470C | 00090423 | Executive Director | Chairperson related to Promoter | MD | 06-10-1963 | 03-09-1997 | 261 | 3 | 0 | 5 | 0 | ||||
| 2 | Mr | Manoj Kumar Jain | BSYPS5514G | 01887411 | Non-Executive - Independent Director | Not Applicable | Shareholder Director | 17-01-1966 | 02-06-2014 | 61 | 3 | 3 | 2 | 4 | ||||
| 3 | Mrs | Madhu Sharma | AGHPJ0168K | 06947852 | Non-Executive - Independent Director | Not Applicable | Employee Director | 07-01-1959 | 02-03-2015 | 52 | 5 | 5 | 3 | 3 | ||||
| 4 | Mr | Rachit Garg | AZSPG7226K | 07574194 | Non-Executive - Non Independent Director | Not Applicable | 30-10-1987 | 30-05-2018 | 13 | 1 | 0 | 0 | 1 | |||||
Text Block | |
| Textual Information(1) | Mr. Peeyush Kumar Aggarwal was liable to retire by rotation persunat to the provisions of section 152 of the Companies Act, 2013 and the last time Mr. Peeyush Kumar Aggarwal was re-appointed as a Non-executive, Non-independent Director liable to retire by rotation was on 29th September 2017, thereafter on 3rd January 2018 he was appointed as Managing Director. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 06947852 | Madhu Sharma | Non-Executive - Independent Director | Chairperson | 14-08-2018 | Textual Information(1) | |
| 2 | 01887411 | Manoj Kumar Jain | Non-Executive - Independent Director | Member | 14-08-2018 | Textual Information(2) | |
| 3 | 00090423 | Peeyush Kumar Aggarwal | Executive Director | Member | 26-10-2009 | Textual Information(3) | |
Sr Text Block | |
| Textual Information(1) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution designation of Mrs. Madhu Sharma got changed from member of the Committee to the Chairperson of the Audit Committee.
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| Textual Information(2) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution designation of Mr. Manoj Kumar Jain got changed from Chairperson of the Committee to the member of the Audit Committee. |
| Textual Information(3) | Mr. Peeyush Kumar Aggarwal was a member of the Audit Committee w.e.f. 31/01/2001 and ceased to be the member of the Committee w.e.f 18/10/2005. The Board of Directors of the Company in their Meeting held on 26/10/2009 had decided to re-consitutute the Committee with immediate effect and as a result of such re-constitution Mr. Peeyush kumar Aggarwal was designated as Member to the Committee. |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 06947852 | Madhu Sharma | Non-Executive - Independent Director | Chairperson | 14-08-2018 | Textual Information(1) | |
| 2 | 01887411 | Manoj Kumar Jain | Non-Executive - Independent Director | Member | 14-08-2018 | Textual Information(2) | |
| 3 | 07574194 | Rachit Garg | Non-Executive - Non Independent Director | Member | 14-08-2018 | Textual Information(3) | |
Sr Text Block | |
| Textual Information(1) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution, designation of Mrs. Madhu Sharma got changed from member of the Committee to the Chairperson of the Nomination & Remuneration Committee.
The board had appointed Mrs. Madhu Sharma as the Committee's regular chairperson. Mrs. Madhu Sharma, could not attend the meeting of the committee held on 30/04/2019, hence the members present had appointed Mr. Manoj Kumar Jain as the Chairperson of the Committee. |
| Textual Information(2) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution, designation of Mr. Manoj Kumar Jain got changed from Chairperson of the Committee to the member of the Nomination & Remuneration Committee. |
| Textual Information(3) | Mr. Rachit Garg was appointed on the Board on 13/05/2018 & the Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution Mr. Rachit Garg was appointed as member of the Nomination & Remuneration Committee. |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07574194 | Rachit Garg | Non-Executive - Non Independent Director | Chairperson | 14-08-2018 | Textual Information(1) | |
| 2 | 00090423 | Peeyush Kumar Aggarwal | Executive Director | Member | 14-08-2018 | Textual Information(2) | |
| 3 | 01887411 | Manoj Kumar Jain | Non-Executive - Independent Director | Member | 13-02-2017 | ||
Sr Text Block | |
| Textual Information(1) | Mr. Rachit Garg was appointed on the Board on 30/05/2018 & the Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution Mr. Rachit Garg was appointed as Chairperson of the Stakeholders Relationship Committee.
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| Textual Information(2) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution designation of Mr. Peeyush Kumar Aggarwal got changed from Chairperson of the Committee to the member of the Stakeholders Relationship Committee. |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01887411 | Manoj Kumar Jain | Non-Executive - Independent Director | Chairperson | 02-06-2014 | ||
| 2 | 06947852 | Madhu Sharma | Non-Executive - Independent Director | Member | 02-06-2014 | ||
| 3 | 00090423 | Peeyush Kumar Aggarwal | Executive Director | Member | 17-10-2016 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 06947852 | Madhu Sharma | Non-Executive - Independent Director | Chairperson | 14-08-2018 | Textual Information(1) | |
| 2 | 00090423 | Peeyush Kumar Aggarwal | Executive Director | Member | 14-08-2018 | Textual Information(2) | |
| 3 | 01887411 | Manoj Kumar Jain | Non-Executive - Independent Director | Member | 02-06-2014 | ||
Sr Text Block | |
| Textual Information(1) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution designation of Mrs. Madhu Sharma got changed from member of the Committee to the Chairperson of Corporate Social Responsibility Committee. |
| Textual Information(2) | The Board of Directors of the Company in their Meeting held on 13/06/2018 had decided to re-consitutute the Committee with effect from 14/08/2018 and as a result of such re-constitution designation of Mr. Peeyush Kumar Aggarwal got changed from Chairperson of the Committee to the member of Corporate Social Responsibility Committee. |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | |||||||
Annexure 1 | |||||||
III. Meeting of Board of Directors | |||||||
| Disclosure of notes on meeting of board of directors explanatory | |||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | 14-02-2019 | Yes | 4 | 2 | |||
| 2 | 30-04-2019 | 74 | Yes | 3 | 1 | ||
| 3 | 30-05-2019 | 29 | Yes | 4 | 2 | ||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 30-05-2019 | Yes | 3 | 2 | |||
| 2 | Nomination and remuneration committee | 30-04-2019 | Yes | 2 | 1 | |||
| 3 | Stakeholders Relationship Committee | 01-04-2019 | Yes | 3 | 1 | |||
| 4 | Stakeholders Relationship Committee | 01-05-2019 | 29 | Yes | 3 | 1 | ||
| 5 | Stakeholders Relationship Committee | 24-05-2019 | 22 | Yes | 3 | 1 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | Yes | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
| Disclosure of notes of material transaction with related party | Textual Information(2) | ||
Text Block | |
| Textual Information(1) | The Company has entered into Related Party Transactions during the Quarter ended on June 30th, 2019 with the following Related Parties: 1. Mr. Peeyush Kumar Aggarwal - Managing Director & Promoter. 2. M/s. Omkam Global Capital Private Limited - Entities through which KMP can exercise significant influence.
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| Textual Information(2) |
RELATED PARTY TRANSACTIONS WITH ENTITIES ON WHICH KMP CAN EXECRICSE SIFNIFICANT INFLUENCE- OMKAM GLOBAL CAPITAL PRIVATE LIMITED I. During the quarter from 1st April 2019 to 30th June 2019 the company has received following monies from Omkam Global Capital Markets Pvt. Ltd. the details of which are as under:
Date Particulars Amount
1st April 2019 Opening balance 3,95,64,853/-
3rd May 2019 Amount received 8,00,000/-
14th May 2019 Amount received 2,00,000/-
17th May 2019 Amount received 1,60,000/-
4th June 2019 Amount repaid (28,00,000/-)
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Net amount repaid during the quarter (Rs. 16,40,000/-)
Net amount payable as on 30th June 2019 Rs. 3,79,24,853/- ==================================================
RELATED PARTY TRANSACTIONS WITH KMP- MR. PEEYUSH KUMAR AGGARWAL (MANAGING DIRECTOR)
II. During the quarter from 1st April 2019 to 30th June 2019 the company has received following monies from Mr. Peeyush Kumar Agarwal the details of which are as under:
Date Particulars Amount 01-04-2019 Opening Balance 17,40,15,042.43/-
13-05-2019 ROC fee 600.00/-
13-05-2019 ROC fee 600.00/-
20-06-2019 ROC fee 600.00/-
28-06-2019 ROC fee 600.00/-
29-06-2019 ROC fee 600.00/-
30-06-2019 Telephone expenses 12402.84/-
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Total Amount received during the quarter Rs. 15402.84
Total amount received in aggregate till 30.06.2019 Rs. 17,403,0445.57
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Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Prachi Sharma |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block |
Signatory Details | |
| Name of signatory | Prachi Sharma |
| Designation of person | Company Secretary and Compliance Officer |
| Place | New Delhi |
| Date | 13-07-2019 |