General information about company

Scrip code532411
NSE SymbolVISESHINFO
MSEI SymbolNA
ISININE861A01058
Name of the entityMPS INFOTECNICS LTD. (FORMERLY KNOWN AS VISESH INFOTECNICS LTD.)
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterYearly
Date of Report31-03-2019
Risk management committeeNot Applicable



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 explanatoryTextual Information(1)
Wether the listed entity has a Regular ChairpersonNo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(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 PANNotes for not providing DIN
1MrPeeyush Kumar AggarwalAACPA6470C00090423Executive DirectorChairperson related to PromoterMD03-01-201815330
2MrManoj Kumar JainAGHPJ0168K01887411Non-Executive - Independent DirectorNot ApplicableShareholder Director02-06-201457324
3MrsMadhu SharmaBSYPS5514G06947852Non-Executive - Independent DirectorNot ApplicableShareholder Director02-03-201549533
4MrRachit GargAZSPG7226K07574194Non-Executive - Non Independent DirectorNot Applicable30-05-201810101



Text Block

Textual Information(1)

Mr. Peeyush Kumar Aggarwal, Promoter Director of the Company was made Managing Director of the Company by the Board w.e.f. 03/01/2018 though he had been a director since 03/09/1997. Mr. Peeyush Kumar Aggarwal is also a member of Audit Committee, Stakeholders Relationship Committee and Risk Management Committee. He is chairperson of Corporate Social Responsibility Committee of the Company

Mr. Manoj Kumar Jain is Chairperson of Risk Management Committee and also a member of Corporate Social Responsibility Committee of the Company

Mrs. Madhu Sharma is Chairperson of Audit Committee, Nomination & Remuneration Committee and also a member of Corporate Social Responsibility of the Company.

Mr. Rachit Garg is Chairperson of Stakeholders Relationship Committee





Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106947852Madhu SharmaNon-Executive - Independent DirectorChairperson17-10-2016Textual Information(1)
201887411Manoj Kumar JainNon-Executive - Independent DirectorMember02-06-2014Textual Information(2)
300090423Peeyush Kumar AggarwalExecutive DirectorMember26-10-2009Textual Information(3)

Sr Text Block

Textual Information(1)
Mrs. Madhu Sharma has been a member of the Audit Committee since 17/10/2016 and became Chairperson w.e.f.14/08/2018.
 
Textual Information(2)
He was Chairperson of the committee w.e.f. 17/06/2016 and remained the Chairperson till 14/08/2018. Presently he is a a member of the Committee.
Textual Information(3)
Mr. Peeyush Kumar Aggarwal was inducted as a Director on the Board of Directors of the Company w.e.f. 03/09/1997.
 
He 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.He was again inducted as a member of the Committee w.e.f 26/10/2009 and since then he has been a member of the committee.


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106947852Madhu SharmaNon-Executive - Independent DirectorChairperson17-10-2016Textual Information(1)
201887411Manoj Kumar JainNon-Executive - Independent DirectorMember02-06-2014Textual Information(2)
307574194Rachit GargNon-Executive - Non Independent DirectorMember14-08-2018Textual Information(3)

Sr Text Block

Textual Information(1)
Mrs. Madhu Sharma was inducted as a member of the NRC w.e.f. 17/10/2016,however she was made Chairperson w.e.f 14/08/2018 and till date is Chairperson of the Committee.
 
Textual Information(2)
The Nomination and Remuneration Committee was constituted on 02/06/2014. Apart from other members on the Board at that point in time, Mr. Manoj Kumar Jain was also a member of the NRC. The Board om 17-10-2016 reconstituted the Committee and he was made the Chairperson of the Committee w.e.f. 17/10/2016 he ceased to be chairman w.e.f. 14/08/2018 on which date the committe was again re-constituted by the Board. However, he is still a Member of the Committee.
Textual Information(3)
Mr. Rachit Garg was inducted as a member of the Committee w.e.f.14/08/2018.


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107574194Rachit GargNon-Executive - Non Independent DirectorChairperson14-08-2018Textual Information(1)
201887411Manoj Kumar JainNon-Executive - Independent DirectorMember13-02-2017Textual Information(2)
300090423Peeyush Kumar AggarwalExecutive DirectorMember26-10-2009Textual Information(3)

Sr Text Block

Textual Information(1)
Mr. Rachit Garg was inducted as a member of the Committee w.e.f.14/08/2018 and holds position of Chairman of the Committee since his induction in the Committee.
Textual Information(2)
Mr. Manoj Kumar Jain was inducted in the Stakeholders Relationship Committee w.e.f. 13/02/2017 as member and he is still a member of the said committee.
Textual Information(3)
Mr. Peeyush Kumar Aggarwal was Chairperson of the Share Transfer Committee and Investor Grievances Committee. With the introduction of the Companies Act, 2013, the said Committees are now renamed as Stakeholders Relationship Committee.
 
He held the position of Chairman of the Committee till 14/08/2018. The Committee was reconstituted by the Board in its meeting held on 14/08/2018 and Mr. Peeyush Kumar Aggarwal was relieved from the position as Chairman of the  Committee but remained a member of the Committee.


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101887411Manoj Kumar JainNon-Executive - Independent DirectorChairperson02-06-2014Textual Information(1)
200090423Peeyush Kumar AggarwalExecutive DirectorMember02-06-2014Textual Information(2)
306947852Madhu SharmaNon-Executive - Independent DirectorMember17-10-2016Textual Information(3)

Sr Text Block

Textual Information(1)
Though the provisions of Risk Management Committee are not applicable on the Company,yet the company has not only framed a policy but has also constituted a Risk Management Committee on 02-06-2014 and Mr.Manoj Kumar Jain has been its member since its constitution i.e. since 02-06-2017

The Board of Directors of the Company in its meeting held on 17-10-2017, re-constituted the committee and Mr. Jain was made the Chairperson of the Committee

Textual Information(2)
Though the provisions of Risk Management Committee are not applicable on the Company,yet the company has not only framed a policy but has also constituted a Risk Management Committee on 02-06-2014  and Mr. Peeyush Kumar Aggarwal is a member of the Committee since its constitution i.e. 02-06-2014.

Textual Information(3)
Though the provisions of Risk Management Committee are not applicable on the Company,yet the company has not only framed a policy but has also constituted a Risk Management Committee on 02-06-2014.

The Board of Directors of the Company in its meeting held on 17-10-2017, re-constituted the committee and Mrs. Madhu Sharma was inducted as a member of the Committe and she is still a member of the Committee.


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106947852Madhu SharmaNon-Executive - Independent DirectorMember17-10-2016Textual Information(1)
201887411Manoj Kumar JainNon-Executive - Independent DirectorMember02-06-2014Textual Information(2)
300090423Peeyush Kumar AggarwalExecutive DirectorChairperson02-06-2014Textual Information(3)

Sr Text Block

Textual Information(1)
With the introduction of Companies Act, 2013, the Company pursuant to the provisions of the Companies Act, 2013, constituted the Corporate Social Responsibility Committee on 02/06/2014.
 
The Committee was reconstituted on 17/10/2016 and Mrs. Madhu Sharma was inducted as a member of the Committee.
 
 
Textual Information(2)
Mr. Manoj Kumar Jain has been a member of the Committee since its Constitution i.e.02/06/2014.
Textual Information(3)
Mr. Peeyush Kumar Aggarwal has been a member of the committee since its constitution i.e. 02/06/2014 and is also the Chairman.


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing Date
106-10-2018
214-11-201838
314-02-201991



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committeeReson for not providing date
1Audit Committee14-02-2019Yes314-11-201891
2Stakeholders Relationship Committee11-03-2019Yes301-10-2018160
3Stakeholders Relationship CommitteeYes308-10-2018
The Stakeholder's Relationship Committee was held on 08/10/2018 during the last Quarter.
4Stakeholders Relationship CommitteeYes306-12-2018
The Stakeholder's Relationship Committee was held on 06/12/2018 during the last Quarter.



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTYes
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA
Disclosure of notes on related party transactions Textual Information(1)
Disclosure of notes of material transaction with related partyTextual Information(2)


Text Block

Textual Information(1)
I.   As and when the funds are required for the smooth operations, Mr. Peeyush Kumar Aggarwal, MD of the Company and also the promoter of the company, infuses funds in the Company. the funds so received from Mr. Aggarwal, is unsecured, interest free and repayable on demand and/or as and when the company has surplus funds.
 
II.   The Company is developing certain software for M/s. Omkam Global Capital Pvt. Ltd., a company promoted by Mr. Aggarwal for which the funds are being received by the company from time to time.
Textual Information(2)
In the annual general meeting held on 29.09.2019, the shareholders had given their consent to transact business / receive unsecured loans from Mr. Peeyush Aggarwal, a Related party,  to the extent of Rs. 50 crores.
01-01-2019    Opening balance                                               Rs. 17,39,26,412.34
14-03-2019    Paid for electricity charges                                Rs. 65477.00
31-03-2019    Paid for Electricity Charges                              Rs. 23153.39/-
-------------------------------------------------------------------------------------
Total received during the quarter                                              Rs. 88630.39
Total amount received in aggregate till 31.03.2019                   Rs. 17,40,15,042.73
========================================================= 
During the quarter ended 31.03.2019, the company has received advances from Mr. Peeyush Kumar Aggarwal, Chairman and MD of the Company. The details of monies advanced by him is as under:
01-01-2019    Opening balance                                                Rs. 17,39,26,412.34
14-03-2019    Amt. paid by PKA towards electricity expenses  Rs. 65,477.00
31-03-2019    Amt. paid by PKA towards electricity expenses  Rs. 23153.39
-------------------------------------------------------------------------------------
Amount received during the quarter ended 31.03.2019             Rs. 88,630.39
Aggregate amount received till 31.03.2019                               Rs. 17,40,15,042.73
=========================================================
 
In the annual general meeting held on 29.09.2019, the shareholders had given their consent to transact business / receive advances from Omkam Global Capital Pvt. Ltd., a Related party,  to the extent of Rs. 50 crores.
  
During the quarter ended 31.03.2019, the company has received advances from M/s. Omkam Global Capital Pvt. Ltd., a related party, for development of software. The details of monies received from the related party is as under:
01-01-2019    Opening Balance                                   Rs. 3,85,64,853/-
12-03-2019   Amount Received from OmkamGlobal   Rs. 1,00,000/-
20-03-2019   Amount Received from OmkamGlobal   Rs. 1,00,000/-
26-03-2019   Amount Received from OmkamGlobal   Rs. 6,00,000/-
28-03-2019   Amount Received from OmkamGlobal   Rs. 2,00,000/-
-------------------------------------------------------------------------------
Total Amount received during the quarter                     Rs. 10,00,000/-
Total amount received in aggregate till 31.03.2019       Rs. 3,95,64,853/-
=====================================================
 
 



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryGARIMA SINGH
2DesignationCompany Secretary and Compliance Officer



Text Block




Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttp://www.mpsinfotec.com/history.html
2Terms and conditions of appointment of independent directorsYeshttp://www.mpsinfotec.com/investors_zone.html
3Composition of various committees of board of directorsYeshttp://www.mpsinfotec.com/corporate_info.html
4Code of conduct of board of directors and senior management personnelYeshttp://www.mpsinfotec.com/investors_zone.html
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.mpsinfotec.com/investors_zone.html
6Criteria of making payments to non-executive directorsNA
7Policy on dealing with related party transactionsYeshttp://www.mpsinfotec.com/investors_zone.html
8Policy for determining ‘material’ subsidiariesYeshttp://www.mpsinfotec.com/investors_zone.html
9Details of familiarization programmes imparted to independent directorsYeshttp://www.mpsinfotec.com/investors_zone.html

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttp://www.mpsinfotec.com/corporate_info.html
11email address for grievance redressal and other relevant detailsYeshttp://www.mpsinfotec.com/corporate_info.html
12Financial resultsYeshttp://www.mpsinfotec.com/quarterly.html
13Shareholding patternYeshttp://www.mpsinfotec.com/quarterly.html
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)Yes
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
20Approval for material related party transactions23(4)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryGarima Singh
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryGarima Singh
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryGarima Singh
Designation of personCompany Secretary and Compliance Officer
PlaceNew Delhi
Date15-04-2019