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Mangalya Soft-Tech Ltd.

BSE: 530243 Sector: IT
NSE: N.A. ISIN Code: INE820B01011
BSE 00:00 | 18 Dec Mangalya Soft-Tech Ltd
NSE 05:30 | 01 Jan Mangalya Soft-Tech Ltd
OPEN 0.58
PREVIOUS CLOSE 0.58
VOLUME 200
52-Week high 0.58
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.56
Buy Qty 20.00
Sell Price 0.52
Sell Qty 108.00
OPEN 0.58
CLOSE 0.58
VOLUME 200
52-Week high 0.58
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.56
Buy Qty 20.00
Sell Price 0.52
Sell Qty 108.00

Mangalya Soft-Tech Ltd. (MANGALYASOFT) - Director Report

Company director report

To

The Shareholders

Presentation on the 29th Annual Report highlighting the business andoperations of the Company on a standalone basis and the audited financial statements forthe financial year ended 31st March 2021.

Pursuant to the Order dated 15th March 2021 of the Hon'ble National CompanyLaw Tribunal Ahmedabad ("NCLT Order") Corporate Insolvency Resolution Process("CIR Process") has been initiated against the Company in accordance with theprovisions of the Insolvency and Bankruptcy Code 2016 ("Code") and relatedrules and regulations issued there under with effect from 19th March 2021(Corporate Insolvency Resolution Process Commencement Date). Mr. Pinakin Shah has beenappointed as Interim Resolution Professional ("IRP") & ResolutionProfessional ("RP") in terms of the NCLT Order.

The powers of Board of Directors of the Company stand suspended effective from the CIRProcess commencement date and such powers along with the management of affairs of theCompany are vested with the IRP in accordance with the provisions of Section 17 and 23 ofthe Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Financial highlights:

The Financial highlights of the Company on standalone basis for the financial yearended March 31 2021 is summarised below

Particulars 2020-21 2019-20
Gross turnover 664 19620
Profit/(Loss) before Depreciation Finance Cost (1126376) (108641536)
Exceptional Items and Tax
Less: Depreciation - -
Less: Finance costs 1090 747
Profit/(Loss) before tax and Exceptional Items (1126376) (108641536)
Less: Exceptional Items - -
Profit/(Loss) before tax (1126376) (108641536)
Less: Provision for taxation — current tax - -
Provision for taxation – Earlier Year (64336) -
Deferred tax - -
Profit/(Loss) after tax (1062040) (108616616)
Profit/(Loss) for the Year (1062040) (108616616)

Financial performance:

The Company has not any business operations during the year under review.

Transfer to Reserves:

The Company has not transferred any amount to the general reserve during the currentfinancial year.

Dividend:

No Dividend recommended for financial 2020-21 due to loss (company under CIRP).

Reserves:

No amounts proposed by to the board to transfer to any reserve.

Share Capital:

During the year the Company has not allotted any shares.

Fixed deposits:

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made there under.

State of Company's affairs:

The company has not undertaken worthwhile business activity.

Corporate Insolvency Resolution Process (CIRP):

A petition for initiation of Corporate Insolvency Resolution Process under Section 9 ofthe Insolvency and Bankruptcy Code 2016 filed by Mr. Harshadbhai Govindbhai Vankar(Operational Creditor) has been admitted against the Company vide Honorable NationalCompany Law Tribunal Ahmedabad bench order dated 15/03/2021 and Mr. Pinakin Shah has beenappointed as IRP/RP by NCLT Ahmedabad Bench under Section 13(1) (c) of the Insolvency andBankruptcy Code 2016. As a part of CIRP financial and operational creditors were calledupon to submit their claims to the IRP on or before 2nd April 2021 being thelast date of submission.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) and in accordance with the requirements of sub-clause 16(h) ofPara A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency &Bankruptcy Code 2016 and Regulation 36A of IBBI (Insolvency Resolution Process forCorporate Persons) Regulations 2016 the Invitation for Expression of Interest in Form -G was published on 24th April 2021 for its submission to the RP on or before11th May 2021.

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 & Covid-19 impact.

Nil

Subsidiaries associates and joint ventures/wholly-owned subsidiaries:

The company has not any subsidiaries and joint ventures/ wholly-owned subsidiaries.

Internal Financial Control (IFC) systems and their adequacy:

As per the provisions of the Companies Act 2013 the Directors have the responsibilityfor ensuring that the Company has implemented robust system / framework for IFCs toprovide them with reasonable assurance regarding the adequacy and operating effectivenessof controls to enable the Directors to meet with their responsibility.

Statutory Auditors and Auditors' Report:

M/s. Devadiya & Associates. Chartered Accountants having FRN No. 123045Wappointed at the 27th Annual General Meeting Members are requested to appointAuditors for 5 (Five Years) from 27th Annual General Meeting to 31stAnnual General Meeting and to fix their remuneration.

Reporting of Fraud:

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.

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 RP has appointedM/s. GKV & Associates Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Reports for the financial year 2020-21 of theCompany is annexed with this report. There were certain qualifications observationsreservation or comments or other remarks in the Secretarial Audit Reports.

Directors and Key Managerial Personnel:

There are no changes in the board of directors of the company as per CIRP regulationafter an appointment of IRP/RP the existing board were suspended and IRP/RP mange thecompany. As per Hon'ble NCLT Ahmedabad Bench order dated 15th March 2021 thecompany went in to CIRP and IP Mr. Pinakin Shah was appointed as an Interim/ResolutionProfession.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) the systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.

Secretarial Standards:

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Meetings of Board of Directors:

During the year four meetings of the Board of Directors were convened and held on 25thJune 2020 10th September 2020 10th November 2020 and 11thFebruary 2021.

Committees of the Board of Directors:

Audit Committee:

No data available with RP the company is under CIRP.

Nomination and Remuneration Committee:

No data available with RP the company is under CIRP.

Particulars of loans given investments made guarantees given and securities provided:

There were no loans given investments made guarantees given and securities providedduring the year under review.

MANGALYA SOFT-TECH LIMITED

Contracts and arrangements with related parties:

There are no contracts and arrangements with related parties during the year underreview.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is not provided in view the company under CIRP.

Corporate Governance:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliancewith Corporate Governance as specified in Regulation 17 to 27 46 (2)(b) to (i) & parac d & e of Schedule V are not applicable to the Company as paid-up share capitaldoesn't exceed Rs. 10 Crore and Net Worth doesn't exceed Rs. 25 Crore as on the CIRPcommencement date.

Conservation of energy technology absorption and foreign exchange earnings and outgo:

A) Conservation of energy: NA as the company under the CIRP and there are not anybusiness operations during the year.

B) Technology absorption: NA as the company under the CIRP and there are not anybusiness operations during the year.

C) Foreign exchange earnings and outgo: NIL

Particulars of employees:

There are not any employees during the year under review.

Significant and Material Orders impacting going concern basis passed by the regulatorsor courts or tribunals:

A petition for initiation of Corporate Insolvency Resolution Process filed by anoperational creditor and the same has been admitted against the Company vide NCLTAhmedabad bench order dated 15th March 2021 and Mr. Pinakin Shah has beenappointed as Interim Resolution Professional/Resolution Professional by NCLT AhmedabadBench.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

Not applicable as there is no employee in the company during the year.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

On behalf of the Board (suspended during CIRP) On behalf of the Board (suspended during CIRP)
Sd- Sd-
Pinakin Shah Dilipkumar Mansukhbhai Shah
Resolution Professional Managing Director DIN- 00500121
IBBI/IPA-002/IP-N00106/2017-18/10248
Date: 05/09/2021
Place: Ahmedabad

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