General information about company
Scrip code	532411
NSE Symbol	VISESHINFO
MSEI Symbol	NA
ISIN	INE861A01058
Name of the entity	MPS INFOTECNICS LTD. (FORMERLY KNOWN AS VISESH INFOTECNICS LTD.)
Date of start of financial year	01-04-2018
Date of end of financial year	31-03-2019
Reporting Quarter	Yearly
Date of Report	31-03-2019
Risk management committee	Not 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 explanatory

Textual Information(1)

Wether the listed entity has a Regular Chairperson

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

Peeyush Kumar Aggarwal

AACPA6470C

00090423

Executive Director

Chairperson related to Promoter

03-01-2018

Manoj Kumar Jain

AGHPJ0168K

01887411

Non-Executive - Independent Director

Not Applicable

Shareholder Director

02-06-2014

Mrs

Madhu Sharma

BSYPS5514G

06947852

Non-Executive - Independent Director

Not Applicable

Shareholder Director

02-03-2015

Rachit Garg

AZSPG7226K

07574194

Non-Executive - Non Independent Director

Not Applicable

30-05-2018

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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 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	17-10-2016		Textual Information(1)
2	01887411	Manoj Kumar Jain	Non-Executive - Independent Director	Member	02-06-2014		Textual Information(2)
3	00090423	Peeyush Kumar Aggarwal	Executive Director	Member	26-10-2009		Textual 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 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	17-10-2016		Textual Information(1)
2	01887411	Manoj Kumar Jain	Non-Executive - Independent Director	Member	02-06-2014		Textual Information(2)
3	07574194	Rachit Garg	Non-Executive - Non Independent Director	Member	14-08-2018		Textual Information(3)

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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 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	01887411	Manoj Kumar Jain	Non-Executive - Independent Director	Member	13-02-2017		Textual Information(2)
3	00090423	Peeyush Kumar Aggarwal	Executive Director	Member	26-10-2009		Textual Information(3)

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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 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	01887411	Manoj Kumar Jain	Non-Executive - Independent Director	Chairperson	02-06-2014		Textual Information(1)
2	00090423	Peeyush Kumar Aggarwal	Executive Director	Member	02-06-2014		Textual Information(2)
3	06947852	Madhu Sharma	Non-Executive - Independent Director	Member	17-10-2016		Textual 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 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	Member	17-10-2016		Textual Information(1)
2	01887411	Manoj Kumar Jain	Non-Executive - Independent Director	Member	02-06-2014		Textual Information(2)
3	00090423	Peeyush Kumar Aggarwal	Executive Director	Chairperson	02-06-2014		Textual 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
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
1	06-10-2018
2	14-11-2018		38
3		14-02-2019	91

Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting of the committee in the relevant quarter	Whether requirement of Quorum met (Yes/No)	Requirement of Quorum met	Date(s) of meeting of the committee in the previous quarter	Maximum gap between any two consecutive meetings (in number of days)	Name of other committee	Reson for not providing date
1	Audit Committee	14-02-2019	Yes	3	14-11-2018	91
2	Stakeholders Relationship Committee	11-03-2019	Yes	3	01-10-2018	160
3	Stakeholders Relationship Committee		Yes	3	08-10-2018			The Stakeholder's Relationship Committee was held on 08/10/2018 during the last Quarter.
4	Stakeholders Relationship Committee		Yes	3	06-12-2018			The Stakeholder's Relationship Committee was held on 06/12/2018 during the last Quarter.

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	NA
Disclosure of notes on related party transactions			Textual Information(1)
Disclosure of notes of material transaction with related party			Textual Information(2)

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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
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	GARIMA SINGH
2	Designation	Company Secretary and Compliance Officer

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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
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
1	Details of business	Yes		http://www.mpsinfotec.com/history.html
2	Terms and conditions of appointment of independent directors	Yes		http://www.mpsinfotec.com/investors_zone.html
3	Composition of various committees of board of directors	Yes		http://www.mpsinfotec.com/corporate_info.html
4	Code of conduct of board of directors and senior management personnel	Yes		http://www.mpsinfotec.com/investors_zone.html
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		http://www.mpsinfotec.com/investors_zone.html
6	Criteria of making payments to non-executive directors	NA
7	Policy on dealing with related party transactions	Yes		http://www.mpsinfotec.com/investors_zone.html
8	Policy for determining �material� subsidiaries	Yes		http://www.mpsinfotec.com/investors_zone.html
9	Details of familiarization programmes imparted to independent directors	Yes		http://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
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
10	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		http://www.mpsinfotec.com/corporate_info.html
11	email address for grievance redressal and other relevant details	Yes		http://www.mpsinfotec.com/corporate_info.html
12	Financial results	Yes		http://www.mpsinfotec.com/quarterly.html
13	Shareholding pattern	Yes		http://www.mpsinfotec.com/quarterly.html
14	Details of agreements entered into with the media companies and/or their associates	NA
15	New name and the old name of the listed entity	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility�	16(1)(b) & 25(6)	Yes
2	Board composition	17(1)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Review of Compliance Reports	17(3)	Yes
5	Plans for orderly succession for appointments	17(4)	Yes
6	Code of Conduct	17(5)	Yes
7	Fees/compensation	17(6)	Yes
8	Minimum Information	17(7)	Yes
9	Compliance Certificate	17(8)	Yes
10	Risk Assessment & Management	17(9)	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
11	Performance Evaluation of Independent Directors	17(10)	Yes
12	Composition of Audit Committee	18(1)	Yes
13	Meeting of Audit Committee	18(2)	Yes
14	Composition of nomination & remuneration committee	19(1) & (2)	Yes
15	Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
16	Composition and role of risk management committee	21(1),(2),(3),(4)	Yes
17	Vigil Mechanism	22	Yes
18	Policy for related party Transaction	23(1),(5),(6),(7) & (8)	Yes
19	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	NA
20	Approval for material related party transactions	23(4)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
21	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
22	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	Yes
23	Maximum Directorship & Tenure	25(1) & (2)	Yes
24	Meeting of independent directors	25(3) & (4)	Yes
25	Familiarization of independent directors	25(7)	Yes
26	Memberships in Committees	26(1)	Yes
27	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
28	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
29	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
	Any other information to be provided - Add Notes

Annexure II
1	Name of signatory	Garima Singh
2	Designation	Company Secretary and Compliance Officer

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	Yes
	Any other information to be provided

Annexure II
1	Name of signatory	Garima Singh
2	Designation	Company Secretary and Compliance Officer

Signatory Details
Name of signatory	Garima Singh
Designation of person	Company Secretary and Compliance Officer
Place	New Delhi
Date	15-04-2019

General information about company

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

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Audit Committee Details

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Nomination and remuneration committee

Sr Text Block

Stakeholders Relationship Committee

Sr Text Block

Risk Management Committee

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Corporate Social Responsibility Committee

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Other Committee

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Annexure 1

IV. Meeting of Committees

Annexure 1

V. Related Party Transactions

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Annexure 1

VI. Affirmations

Annexure 1

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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

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

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

Annexure II

III. Affirmations

Annexure II

Signatory Details