You are here » Home » Companies » Company Overview » MPS Infotecnics Ltd

MPS Infotecnics Ltd.

BSE: 532411 Sector: IT
NSE: VISESHINFO ISIN Code: INE861A01058
BSE 09:15 | 18 Jan 0.19 0.01
(5.56%)
OPEN

0.19

HIGH

0.19

LOW

0.19

NSE 10:00 | 18 Jan 0.35 0.05
(16.67%)
OPEN

0.35

HIGH

0.35

LOW

0.30

OPEN 0.19
PREVIOUS CLOSE 0.18
VOLUME 51319
52-Week high 0.25
52-Week low 0.11
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.19
Buy Qty 30765461.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.19
CLOSE 0.18
VOLUME 51319
52-Week high 0.25
52-Week low 0.11
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.19
Buy Qty 30765461.00
Sell Price 0.00
Sell Qty 0.00

MPS Infotecnics Ltd. (VISESHINFO) - Director Report

Company director report

Dear Members

Your Directors presents the Twenty Seventh Annual Report of MPS Infotecnics Limited(formerly Visesh Infotecnics Limited) together with the Audited Accounts of the Companyfor the year ended 31st March 2016.

I. FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs in lacs)

PARTICULARS 2015-16 2015-16 2014-15 2014-15
Standalone Consolidated Standalone Consolidated
Income from Operation 26188.83 30077.60 23327.12 30660.32
Other Income 651.70 683.16 3.41 29.08
Total Income 26840.53 30760.76 23330.53 30689.40
Total Expenditure 26715.34 30889.83 23498.11 30843.32
PBID & Tax 125.19 103.39 167.85 (153.91)
Interest 17.61 17.61 0.12 0.12
Depreciation 116.23 116.23 129.03 129.03
Profit before tax (8.64) (30.45) (296.74) (283.06)
Provision for Taxation - - - -
Deferred Tax (33.11) (32.94) (68.60) (66.98)
Profit After Tax (PAT) 24.46 2.49 (228.14) (216.09)
Profit b/f from previous (228.13) (216.09) (3351.60) Yr. (3337.46)
Balance Carried to B/Sheet 24.46 2.49 (228.13) (216.09)
Paid up equity share Capital 37744.37 37744.37 37744.37 37744.37
Reserve & Surplus 6211.02 6847.55 6186.59 6845.06

II. DIVIDEND

Due to inadequacy of profits during the year under review the Board has decided not torecommend any dividend for the year ended 31st March 2016.

III. RESERVE

A sum of Rs. 24.46 lacs i.e. profits after tax is being proposed to be carried toreserves.

IV. COMPANY’S PERFORMANCE BUSINESS REVIEW / STATE OF COMPANY’S AFFAIRS

The Company is one of the growing Information Technology Company. MPS confirms to ISO9001:2008 for Design Development and Maintenance of Application Software SystemIntegration and supply of smart card The company with a consistent track record hasability and commitments to ensure customer satisfaction by rewarding quality work on righttime and in a right manner.

The Company offers a bouquet of services which includes; System Integration andNetworking Solutions (Including Hardware); Telecommunication; Enterprise Software; DomainRegistration & Web hosting services; VAS & IT enabled services

The Company since its inception in the year 1989 has invested heavily in buildingIntellectual Property.

The Company has under its fold highly skilled and experienced software engineerssystem Designers Integrators and system Analyst to provide emphasis on quality customerservice.

During the financial year 2015-16 the company’s standalone revenues fromoperations increased to Rs. 26188.83 lacs from 23327.12 Lacs in the previous year agrowth of around 11%. Though the revenues from operations have increased but the companyhas suffered a nominal loss before tax of Rs. 8.64 lacs as compared to a loss of Rs.296.74 lacs during the previous financial year. The company’s revenues onconsolidated basis have decreased to Rs. 30077.60 Lacs during the year under review asagainst Rs. 30660.32 lacs which the company had generated during the previous financialyear. The loss suffered by the company was mainly due to tough Competition not only fromthe existing IT companies but also from small traders flooding the already saturated ITSegment who are providing products at very low margins. The management is of the view thatwith better utilization of resources operations of the company will improve.

Your Company has ventured in the field of VAS and bill payment. It has also launchedB2B2C based multipurpose transaction platform http://www.uvapoint.com. The platform isused by retailers for providing a host of services to the visiting customers such asprepaid Mobile recharge Postpaid Mobile Bill Payment

DTH recharge landline bill payments data card recharge/payments etc. The retailnetwork would be used for managing mobile wallets launched by several banks and forsolving the cash on delivery issues of the ecommerce industry. The platform has also amobile application retail store for customers who can buy applications for their mobilephone or desktop for our retail network.

The Company is aggressively working on capitalizing on the ever-growing telecom enabledservices market in India. It has firmed up plans to push UVA Point a retail platform tooffer enabled services to customers ranging from prepaid mobile top-up post-paid mobilebill payment DTH recharge landline bill payments data-card recharge / payments bulkSMS mobile application and software application. Also in the pipeline is the plan tooffer services such as ticket booking hotel bookings and utility bill payments(Electricity Insurance premium Water bills etc.).

These services will be offered through three easy ways SMS application Working onandroid iPhone blackberry and Java phones (very basic Nokia Samsung mobile) and throughWEB portal. UVA Point will provide standardized platform for retailers to sell all kindsof pre-paid top-up of mobile and DTH operators. UVA Point was launched in March April 2012and the platform has already established a strong network of over 4000 retailers in NCRGurgaon Gujarat Haryana Himachal Pradesh parts of UP Madhya Pradesh Goa andMaharashtra that are offering services through us. Around 99% of the company’srevenues are from this sector.

UVA point offers us a huge potential and with ever growing telecom retail VAS and Appsmarket it is expanding its retailers and reach on regular basis so as to capture a largershare which is estimated at more than Rs. 100k crores per year. UVA Point is targeting tocapture 1-2 percent of this market over the next couple of years as the business is highlyscalable. We are presently trying to penetrate in the segment and create huge retailchannel.

Although the margins are low in mobile and DTH recharge yet we are constantly tryingto increase margins by increasing the share of other products like software applicationsVAS mobile applications games etc.

The IT Solutions & Products sector has been underperforming which had been mainlydue to tough competition low margins and long credit period. However during thefinancial year under review your company has started generating revenues thoughpresently it is low but your company is optimistic and expects a steady growth in thissector also.

The revenues under the head IT enabled Services has also been underperforming withrevenues falling.

The reason again being low margins and tough competition. However your company isoptimistic and expects to generate revenues in the times to come. There are no materialchanges or commitments affecting the financial position of the Company between the end ofthe financial year and to the date of the report.

In summary your company is well positioned in the markets it serves with a broad rangeof service offerings and a diversified customer base

V. DETAILS OF SUBSIDIARY/ JOINT VENTUR/ASSOCIATE COMPANIES

Your Company has Three wholly owned foreign subsidiary Companies namely:-

M/s Axis Convergence Ltd. (Incorporated in Mauritius) M/s Greenwire Network Ltd.(Incorporated in Hongkong) M/s Opentech Thai Network Specialists Co. Ltd. (OTNS)(Incorporated in Thailand).

There has not been any material change in the nature of the business of thesubsidiaries. As required under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)

Regulations 2015 and the Companies Act 2013 the Consolidated Financial Statementsof your Company and all its subsidiaries are provided in this Annual Report. TheConsolidated Financial Statements have been prepared in accordance with AccountingStandards AS 21 and AS 23 issued by The Institute of

Chartered Accountants of India and shown the financial resources assets liabilitiesincome profits and other details of your Company and its subsidiaries as a single entityafter elimination of minority interest.

The performance and financial position of subsidiaries included in the ConsolidatedFinancial Statement is provided in accordance with the provisions of Section 129 read withRule 5 of the Companies (Accounts)

Rules 2014 as a separate statement annexed to the Notes on Accounts containing thesalient features of the financial statement of Company’s subsidiaries in Form AOC 1is annexed as annexure "D".

VI. HUMAN RESOURCES

Your Company is of the view that while Technology can enable processes but it is thePeople who actually make things happen. In a journey of delivering tangible business valueto stakeholders Associates are envisioned as a strategic differentiator for the Company.

Your Company promotes an empowered and collaborative work environment where leadersstay engaged with the Associates and encourage them to challenge conventional thinking.

Your Company is committed to providing a comprehensive employment experience toAssociates with the flexibility to balance both professional and personal commitments.During their tenure at the Company employees are motivated through various skilldevelopment programs. We create effective dialogue through our communication channels toensure that feedback reach the relevant team including leadership. Your Companycontinuously invests in attraction retention and development of talent on an ongoingbasis. Your Company thrust is on the promotion of talent internally through job rotationand job enlargement.

VII. DIRECTORS

During the year under review Mr. Peeyush Kumar Aggarwal DIN No. 00090423 retires andbeing eligible offers himself for re-appointment.

The approval of the Members is sought for appointment of Mr. Peeyush Kumar Aggarwal(DIN: 00090423) as Directors of the Company liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. During the year the non-executive directorsof the Company had no pecuniary relationship or transactions with the Company exceptinfusion of funds by Mr. Peeyush Kumar Aggarwal for the smooth functioning of the Company.

VIII. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are -

Mr. Vishal Anand Chief Executive Officer Mr. Sanjay Sharma Chief Financial Officerand Miss. Garima Singh Company Secretary who was appointed as the Company Secretary &Compliance Officer w.e.f.

25th May 2015. There has been no change in the key managerial personnel during theyear.

IX. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has devised a policyon evaluation of performance of Board of Directors Committees and Individual directors.This policy is also in compliance to Regulation 19 read with Schedule II Part D of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Accordingly the Chairman of the Nomination and Remuneration Committeeobtained from all the board members duly filled in evaluation forms for evaluation of theBoard as a whole evaluation of the Committees and peer evaluation. The summary of theevaluation reports were presented to the respective Committees and the Board for theirconsideration.

X. MANAGERIAL REMUNERATION

The statement containing particulars of employees as required under section 197of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel Managerial

Personnel) Rules 2014 forms part of this report. However as per the provisions ofSection 136 of the

Companies Act 2013 the reports and accounts are being sent to all the members of theCompany and others entitled thereto excluding the aforesaid information. Any memberinterested in obtaining such particulars may write to the Company Secretary at theRegisteredOffice of the Company. The information is available for inspection at theregistered office of the Company during working hours

XI. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March

31 2016 the Board consisted of 5 members and only 1 (One) is an Executive Directordesignated as Chief Executive Officer 3 Independent Director including 1 woman Directorand 1 (one) is a Non-Executive Promoter Director.

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub- 14 section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure

- F to the Board Report. Further the remuneration paid to the Directors is as per theterms laid out in the nomination and remuneration policy of the Company.

None of the directors of the Company received any remuneration or commission fromSubsidiary Companies of your Company.

The details of remuneration paid to the Directors including Executive Directorsdesignated as Chief

Executive Officer of the Company are given in Form MGT

XII. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company during the year under review changed its name from Visesh InfotecnicsLimited to MPS Infotecnics Limited in the Extra Ordinary General Meeting held on 28thJanuary 2016. Though the company has changed its name but there is no change in the natureof business of the company.

There are no material changes affecting the Financial Position of the Company whichhave occurred between the end of the Financial Year of the Company to which the FinancialStatement relate and the date of the Report except the following:

(i) The Company had increased its Authorized Capital during the Financial Year 2010-11to 2012-13 however due to technical issues necessary forms along with the fees w.r.t.increase in

Authorized Capital could not be filedand paid. Meanwhile the schedule of fees wasincreased as per the Companies Act 2013 though the Authorized Capital was increasedprior to the applicability of Companies Act 2013 yet the authorities are demanding fee asper the Schedule of Fees applicable pursuant to Companies Act 2013. On the advice ofexperts solicitors on corporate laws your company has filed a Writ Petition bearing No.WP(C) 5199 of 2015 before the Hon’ble High Court of Delhi challenging theapplicability of provisions prescribed under Para 3 of Table B under Registration ofOfficesand Fees Rules 2014 and the same adjudication. (ii) GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixeddeposit account with Banco Efisa Lisbon Portugal as the said amount was to be deployedin terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09 Banco Efisathe Bank in Portugal wrongly debited an amount of USD 8883210.75 out of the balancelying in the Company’s Account with the Bank. The Company has denied and disputedthis debit and had initiated legal action under criminal jurisprudence of Portuguese Law.During the criminal investigation several new facts/documents have come to our knowledgeand based on the evaluation of new facts/documents by Barristers Senior Advocates andinvestigation carried out of in India London and Portugal; your Company has initiated astrong civil action for recovery of USD 8883210.75 along with interest against BancoEfisa and its Holding Company wherein our Portuguese advocates confirm that the chancesof recovery are very high. The suit filed by your company before Portuguese courts ispresently pending adjudication. with regard to the Income Tax for the (iii) As regardsAssessment year 2013-14 amounting to Rs. 2.73 crores and interest thereon it is statedthat your company has already provided for the amount payable towards Income Tax for AY2013-14 along with interest hence this liability has no further impact on the profits /retained earnings of the reported period of the Company.

XIII. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

a) In the preparation of annual accounts the applicable accounting standard had beenfollowed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies are consistently applied andreasonable made judgment and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at the end of the financialyear 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating .

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company work performed by the Internal statutory andsecretarial auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that theCompany’s internal financial controls were adequate and effective during thefinancial year 2014-15.

XIV. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

The Company has internal financial controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly & efficient conduct ofthe business including adherence to the Company’s policies the safe guarding ofassets the prevention & detection of frauds & errors the accuracy &completeness of accounting records and timely preparation of reliable financial

XV. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act and the rules framedthere under M/s. RMA & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company from the conclusion of the twenty-fifth Annual General Meeting ofthe Company held on 30th December 2014 till the conclusion of the Twenty-ninth Annualgeneral Meeting (AGM) to be held in year 2018 subject to ratification of theirappointment at every AGM.

XVI. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed A.K. Friends & Co. Practicing Company Secretary Delhi to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is provided as"Annexure G. There are no qualifications reservation or adverse remark or disclaimermade in the Secretarial Audit Report except for the following:

a) The Company has not filed Annual Return for the year ending 31.03.2011 31.03.201231.03.2013 & 31.03.2014 which were required to be filed pursuant to the provisions ofsection 159 of the Companies Act 1956 prior to the commencement of the Companies Act2013

b) There is a discrepancy as regards the Authorised Capital of the Company as shown byMaster Data of the Company on the website of Ministry of Corporate Affairs and the BalanceSheet of the Company.

Both the points raised by the Secretarial Auditor have been appropriately explained atPoint XII above.

There is nothing more to be added.

XVII. AUDITOR’S REPORT

The observations made in the Auditors’ Report and Secretarial Auditor’ reportare as under:

1. The Company has shown in the balance sheet bank balances in BancoEfisa(LisbonPortugal) amounting to Rs. 350977439/- (USD8883210.75) which the bank has adjusted andthe matter is in the court of law. Consequently the bank balances shown in balance sheetis overstated by Rs. 350977439/-

2. The Company has increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50crores during the period of FY-2010-11 to FY 2012-13 RoC fees of Rs. 3.42 crores towardsthe same stands payable under the head "Other Current Liabilities" in thefinancial statements.

3. Income Tax for the Assessment year 2013-14 amounting to Rs. 2.73 crores and interestthereon is payable.

Report of the Secretarial Auditor is given as an Annexure G which forms part of thisreport however as regards qualifications made by the Auditors’ (Statutory as wellas Secretarial) in their report your directors state as under:

1. The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept infixed deposit account with Banco Efisa Lisbon Portugal as the said amount was to bedeployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09Banco Efisa the Bank in

Portugal wrongly debited an amount of USD 8883210.75 out of the balance lying in theCompany’s Account with the Bank. The Company has denied and disputed this debit andhad initiated legal action under criminal jurisprudence of Portuguese Law. During thecriminal investigation several new facts/documents have come to our knowledge and basedon the evaluation of new facts/documents by Barristers Senior Advocates and investigationcarried out of in India London and Portugal; your

Company has initiated a strong civil action for recovery of USD 8883210.75 alongwithinterest against Banco Efisa and its Holding Company wherein our Portuguese advocatesconfirm that the chances of recovery are very high. The suit filed by your company beforePortuguese courts is presently pending adjudication.

2. The Company had increased its authorised capital during the Financial Year 2010-11to 2012-13 however due to technical issues necessary forms along with the fees w.r.t.increase in authorised

Capital could not be filed and paid. Meanwhile the schedule of fees was increased asper the Companies Act 2013. However the authorised capital was increased prior to theapplicability of Companies Act 2013. The company has filed a Writ Petition bearing No.WP(C) 5199 of 2015 before the Hon’ble High Court of Delhi challenging theapplicability of provisions prescribed under Para 3 of Table B under Registration ofOffices and Fees Rules 2014. Due to not be filed.

3. As regards Auditors’ remarks w.r.t. Income Tax for the Assessment year 2013-14amounting to Rs. 2.73 crores and interest thereon is payable. It is stated that yourcompany has already provided for the amount payable towards Income Tax for AY 2013-14along with interest hence this liability has no further impact on the profits / retainedearnings of the reported period of the .

4. As regards observations made by the Auditors at para 9 to the Annexure to theAuditors’ report your Directors state as under:

(i) Your Company is in talks with the senior officials of the Allahabad Bank and arehopeful of settling with Bank in the near future.

XVIII. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act 2013 read with rule 12(1)of the Companies (Management and Administration) Rules 2014 extract of annual return inthe prescribed Form MGT-9 is annexed as "Annexure-C" which forms part of thisreport.

XIX. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were onan arm’s length basis. There were no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s Website: www.viseshinfo.com.

None of the Directors have any material pecuniary relationships or transactions withthe Company. Pursuant to Section 134 (3)(h) of the Companies Act 2013 and Rules madethere under particulars of transactions with related parties as required under section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed herewith as"Annexure-E"

XX. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 ("theAct") read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. However pursuant to firstproviso to Section 136(1) of the Act this Report is being sent to the Shareholdersexcluding the aforesaid information. Any shareholder interested in obtaining saidinformation may write to the Company Secretary at the Registered Office/ Corporate Officeof the Company and the said information is available for inspection at the RegisteredOffice of the .

XXI. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act. The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. The Company has zero tolerance on Sexual Harassmentat workplace. During the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

During the year no complaints were received by the internal committee.

XXII. CORPORATE GOVERNANCE

A report on Corporate Governance covering amongst others composition details ofmeetings of the Board with the conditions of and Committees along with Corporate certificateGovernance issued by the Statutory Auditors of the Company in accordance with theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report is annexed as annexure "D".

XXIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report which includes detailed review ofoperation performance and future outlook of the Company and its businesses as requiredunder clause 49(viii) (D) of the listing agreement is enclosed separately in this reportas "Annexure - A"

XXIV. BOARD & COMMITTEE MEETINGS

The board met 8 times during the financial year the details of which are given in theCorporate Governance Report that forms part of the Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

The details pertaining to the composition of the Board and that of its committees andsuch other details as required to be provided under Companies Act 2013 are included inthe Corporate Governance Report which form part of Annual report.

Meeting of Independent Directors

Independent Directors of the Company met on March 31 2016 to review the performanceof non-independent directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed. The Independent Directors in their separatemeeting also assessed the quality quantity and timeliness of flow of information betweenthe Company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

From time to time familiarization program are arranged by the Company for IndependentDirectors with regard to their roles rights responsibilities with the Company thenature of the industry in which the Company operates and business model of the Company andas and when the familiarization program are conducted the same are displayed underInvestors Zone on the company’s website www.viseshinfo.com

XXV. RISK MANAGEMENT POLICY

In terms of the requirement of the Companies Act 2013 the Company has developed andimplemented the Risk Management Policy. The Audit Committee and the Board reviews the sameperiodically. The Risk Management Committee of the Board of Directors periodically reviewsthe Risk Management framework identified risks with criticality and mitigation plan.

The company has also laid down procedures to inform Board members about the riskassessment and minimization procedures. These procedures are periodically reviewed toensure that executive management controls risk through means of a properly definedframework.

XXVI. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013.

The particulars of the loans guarantees and investments have been disclosed in thefinancial statements.

XXVII. TRANSACTIONS WITH RELATED PARTIES PURSUANT TO SECTION 188 OF THE COMPANIES ACT2013.

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure E inForm AOC-2 and the same forms part of this report.

XXVIII. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of Companies Act 2013 Company has constituted a CSR Committeeand also in line with requirement CSR Policy is formed by the Company the details of whichare available on the website of the Company. (URL: www.viseshinfo.com/investors). Due toinadequacy of profit the Company had not contribute any amount towards CSR activities asrequired under the CSR Rules 2014.

XXIX. PARTICULARS OF EMPLOYEES

There are no employees employed through out the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Further the report and the accounts are being sent to the members. In terms of section136 of the Act the said annexure is open for inspection at the registered office of theCompany. Any Shareholder interested in obtaining a copy of the same may write to theCompany Secretary.

XXX. DISCLOSURE REQUIREMENT

As per Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 corporate governance report with auditors’ certification thereonand management discussion and analysis are attached and forms part of this report.

Details of familiarization programme of the independent directors are available on thewebsite of the Company (URL: www.viseshinfo.com/investors).

Policy on dealing with related party transactions is available on the website of theCompany (URL: www. viseshinfo.com/investors) The Company has formulated and published aWhistle Blower Policy to provide Vigil Mechanism for employees including directors of thecompany to report genuine concerns. The provisions of this policy are in line with theprovisions of the Section 177(9) of the Act and the revised Regulation 22 of the listingagreements with Stock Exchanges. (URL: www.viseshinfo.com/investors)

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report. Theremuneration policy is also available on the company’s website.(URL:www.viseshinfo.com/investors)

XXXI. DEPOSITS

Your company has not accepted any fixed deposits and as such no amount of Principalor interest on deposits from public was outstanding as of the date of balance sheet.

XXXII. CONSERVATION OF ENERGYAND TECHNOLOGYABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services providingsolutions to the customers. The operations of your Company are accordingly not energyintensive. However adequate measures are taken to conserve energy and ensure its optimumconsumption by using and purchasing energy-efficient equipments. Your Company is committedto follow a high standard of environmental protection and provision of a safe and healthywork place for our people customers and visitors. As energy costs comprise a very smallpart of our total expenses the financial impact of these measures is not material. Thecompany has not imported any technology during the year under review.

XXXIII. RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in suchendeavor constantly invests in and undertakes research & development aimed atimproving its solutions. MPS has a dedicated business unit for Research & Developmentwhich delivers innovative solutions to clients and also fosters R&D within allbusiness units to create intellectual property in the form of re-usable componentsframeworks etc. which help drive greater productivity. The company is carrying on R andD in multiple forms but all of these are focused on better efficiency through continuousimprovement in processes systems methodologies and capabilities. Your company iscommitted to provide I.T. solutions that are innovative and continuously upgraded inkeeping with emerging technology trends by a motivated workforce that includes R and Dgroup on time; all the time; resulting in maximizing stake holder’s value. We havecontinued to invest in some fundamental research involving small budget with long termperspective. In order to excel at new operations and activities MPS stress is oncontinuous innovation and research based on market requirements and customerexpectations.

XXXIV. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows: (In Lacs)

Year ended 31.03.2016 Year ended 31.03.2015
Foreign exchange earnings 6.69 56.52
Foreign exchange Outgo 28.51 31.24

XXXV. ACKNOWLEDGEMENTS

The Board of Directors acknowledges their deep appreciation to our customers vendorsFinancial Institutions Business Associates Bankers and all other Stakeholders for theircontinued co-operation and support to the Company.

The Board places its special appreciation and values the trust reposed and faith shownby every shareholder of the Company.

The Board places on record its deep appreciation for the cooperation extended byAuditors of the Company. Further the Board wishes to record its deep gratitude to all themembers of MPS family for their whole hearted support. The Board is also confident thatthe employees will continue to contribute their best in the year to come.

By Order of the Board
Date: 30th May 2016 for MPS Infotecnics Ltd.
Place : New Delhi SD/-
Peeyush Aggarwal
Chairman
DIN No. 00090423