Your Directors presents the Twenty Eighth Annual Report of MPS Infotecnics Limited(formerly Visesh Infotecnics Limited) together with the Audited Accounts of the Companyfor the year ended 31st March
I. FINANCIAL RESULTS
The Financial Results of the Company for the period under review are as follows: -
( ` in lacs)
|PARTICULARS ||2016-17 ||2016-17 ||2015-16 ||2015-16 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Income from Operation ||18643.49 ||20328.15 ||26188.83 ||30077.60 |
|Other Income ||140.04 ||145.48 ||651.70 ||683.16 |
|Total Income ||18783.53 ||20473.63 ||26840.53 ||30760.76 |
|Total Expenditure ||18779.39 ||20472.83 ||26715.34 ||30889.83 |
|PBID & Tax ||4.15 ||0.81 ||125.19 ||103.39 |
|Interest ||40.04 ||40.04 ||17.61 ||17.61 |
|Depreciation ||106.84 ||106.84 ||116.23 ||116.23 |
|Profit before tax ||(142.74) ||(146.08) ||(8.64) ||(30.45) |
|Provision for Taxation ||- ||- ||- ||- |
|Deferred Tax ||(30.96) ||(30.96) ||(33.11) ||(32.94) |
|Profit After Tax (PAT) ||(111.78) ||(115.12) ||24.46 ||2.49 |
|Profit b/f from previous ||24.46 ||2.49 ||(228.13) Yr. ||(216.09) |
|Balance Carried to B/Sheet ||(111.78) ||(115.12) ||24.46 ||2.49 |
|Paid up equity share Capital ||37744.37 ||37744.37 ||37744.37 ||37744.37 |
|Reserve & Surplus ||6094.02 ||6748.33 ||6211.02 ||6847.55 |
Due to inadequacy of profits during the year under review the Board has decided not torecommend any dividend for the year ended 31st March 2017.
In view of the loss suffered by the company no amount is being carried to reserves
IV. COMPANY'S PERFORMANCE BUSINESS REVIEW / STATE OF COMPANY'S AFFAIRS
The Company is one of the growing Information Technology Company. Our strategicobjective is to build a sustainable organization that remains relevant to the agenda ofour clients while generating profitable growth for our investors. The company with aconsistent track record has ability and commitments to ensure customer satisfaction byrewarding quality work on right time 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; E-governance(Unique Identification Project); UVA Point (VAS & Bill payment portal) The Companysince its inception in the year 1989 has invested heavily in building IntellectualProperty.
The Company has under its fold highly skilled and experienced software engineerssystem Designers
Integrators and system Analyst to provide emphasis on quality customer service.
During the financial year 2016-17 the company's standalone revenues from 18643.49 lacsfrom 26188.83 Lacs in the previous year. The company has suffered a loss before tax of Rs.142.74 lacs as compared to a loss (before tax) of Rs. 8.64 lacs during the previousfinancial company's revenues on consolidated basis have declined to Rs. 20328.15 Lacsduring the year under review as against Rs. 30077.60 lacs which the company had generatedduring the previous financial year.
The decline in revenue is mainly due demonetization exercise carried by the Governmentin November 2016 coupled with tough Competition not only from the existing IT companiesbut also from small traders flooding the already saturated IT Segment who are providingproducts at very low margins. The company is also facing tough competition from theplayers in the unorganized sector. low margins and high credit. The industry as a whole isyet to come out of the effects of demonetization. The management is of the view that withbetter 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 marketinIndia.Ithasfirmedup plans to push UVA Point a retail platform to offer ahost of telecom enabled services to customers ranging from prepaid mobile top-uppost-paid mobile bill payment
DTH recharge landline bill payments data-card recharge / payments bulk SMS mobileapplication and software application. Also in the pipeline is the plan to offer servicessuch as ticket booking hotel bookings and utility bill payments (Electricity Insurancepremium Water bills etc.). The company has tied up with ANI Technologies Pvt. Ltd. forbooking of OLA cabs through our weeb portal www.uvapoint.com.
Your company has also tied up with Easy Policy Easy policy is an insurance webaggregators licensed as such by IRDA. The tie-up with Easy Policy will enable insurancemarket place at UVApoint. Now our retailers can show an interested customer differentoffers from several insurance providers can choose the best one as per his choice which inturn would enable our retailers and the company to generate additional income frominsurance services. Effective training of retailers and services will back this activity.
We would be activating Car & Bike insurance in first phase and going forward wouldadd health travel and other insurance products.
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.
Though the IT Solutions & Products segment has been underperforming which had beenmainly due to tough competition low margins and long credit period yet during the yearunder review the company revenues in this segment has increased by 11 times (approx.).Your company is optimistic and expects a steady growth in this sector in the near future.
The revenues under the head IT enabled Services has also been underperforming howeverthe performance is much better than if compared with the revenues of the previous year.The revenues under this segment has nearly doubled. Your company is optimistic and expectsto generate revenues in the times to come. MPS is already registered with UIDAI as one ofits enrolment agency for Aadhaar Card. Presently the
Company has been engaged by CSC e-governance Services India Ltd to carry out 155permanent
Aadhaar Enrolment Centers across the State of Gujarat and for the said purpose theCompany has developed a web portal www.makemyadhaar.com. There are nomateriachangesorcommitmentsaffectingthefinancialposition of the Company between the end of thefinancial 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
Currently 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 Hong Kong) and Opentech Thai Network Specialists Co. Ltd. (OTNS)(Incorporated in Thailand).
During the year your Company had proposed to sell its stakes in Opentech Thai NetworkSpecialists
Company Limited Thailand and the shareholders had given their consent to the companyfor the same however the company is yet to sell its stake in the said subsidiary. Therehas not been any material change in the nature of the business of the subsidiaries. Duringthe year the Board of Directors reviewed the affairs of the subsidiaries. In accordancewith Section 129(3) of the Companies Act 2013 we have prepared the Consolidatedfinancial statements of the Company which form part of 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 andshown the financial resources assets liabilities income profits and other details ofyour
Company and its subsidiaries as a single entity after elimination of minorityinterest.
Further a Statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure-I to the Board'sReport. The statement also provides the details of performance and financial position ofeach of the subsidiaries. In accordance with section 136 of the Companies Act 2013Audited Financial Statements including the consolidated financial statements and relatedinformation of the Company and Audited Accounts of each of its subsidiaries are availableon our website www.viseshinfo.com. These documents will also be available for inspectiontill the date of the AGM during business hours at our registered office in New
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.Our employees are our biggest assets. To meet the evolving need of our clients ourpriority is to attract and engage the best talent in the right locations with the rightskills.
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 Company investsubstantially in employee engagement to motivate employees and encourage socialcommunication and collaboration. Your Company continuously invests in attractionretention and development of talent on an ongoing basis. Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement.
VII. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
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.
During the year Mr. Brahm Dutt Sharma and Mr. Vishal Anand ceased to be the Director ofthe Company w.e.f 17th October 2016 and 13/02/2017 respectively. The Directors of yourcompany sincerely appreciates the valuable services rendered by Mr. Brahm Dutt Sharma andMr. Vishal Anand. All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 16 (1) (b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company except infusion of funds by Mr. PeeyushKumar Aggarwal for the smooth functioning of the Company.
The Policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for key managerial personnel and other employees forms part of the CorporateGovernance Report of this Annual Report. During the year Performance Evaluation ofIndependent Directors and other Board Members as well as committees of the Board was donein terms of the Act and Regulations.
VIII. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are -
Mr. Rahul Meena Chief ExecutiveOfficerMr.SanjaySharmaChiefFinancialOfficer and Miss.
Singh Company Secretary. During the Year Mr. Vishal Anand had resigned from the Boardand also resigned from his position as Chief Executive officer of the Companyw.e.f. 13thFebruary 2017. 16
Mr. Rahul Meena on the recommendation of Nomination and Remuneration Committee wasappointed as the Chief Executive Officer of the Company w.e.f. 13th February 2017 to fillthe vacancy created due to resignation of Mr. Vishal Anand Mr. Meena is a Post GraduateDiploma in Management from
Indian Institute of Management Calcutta B.E. (Computer Science-Honours) from JaipurEngineering College (JEC) Jaipur. Further he has a rich experience of 9 years inStrategic and Analytic Sales and Marketing. He worked as a Regional Manager ProductManager in Ceat Tyres Limited Prepaid Acquisition Head and Zonal Sales Manager in BhartiAirtel Limited. He was a winner of March to Macau entire year competition for all Indiain which only top 1% qualified in 2013-14 and also awarded MAIN HUN BOND Q1 2014-15performing exceptional in all parameters among 30 ZSM in Rajasthan. He is specialized inChannel Management Distribution Management Data Analysis Team Management
New Business Development Business Planning Business Strategy Customer RelationsAutomotive Strategy Development Forecasting Inventory Management Planning PromotionsProject Planning Marketing Strategy Product development Business DevelopmentManagement Sales Marketing Customer Relationship Management (CRM) Sales ChannelPartner.
IX. COMMITTEES OF THE BOARD
As on March 31 2017 the Board had five committees namely: the audit committee thenomination & remuneration committee the stakeholders' relationship committeeCorporate Social Responsibility and Risk Management Committee. All Committees consists ofIndependent Directors. A detailed note on the composition of the Board and its committeesis provided in the Corporate Governance Report section of this Annual Report.
X. 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 with Regulation 19 read with Schedule II Part D of theSecurities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015. Accordingly the Chairmanof the
Nomination and Remuneration Committee obtained from all the board members duly filledin evaluation forms for evaluation of the Board as a whole evaluation of the Committeesand peer evaluation. The summary of the evaluation reports were presented to therespective Committees and the Board for their consideration.
XI. MANAGERIAL REMUNERATION
The statement containing particulars of employees as required under section 197of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) 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 themembers of the Company and others entitled thereto excluding the aforesaid information.Any member interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company. The said information shall also bemade available for inspection at the registered office of the Company during workinghours.
XII. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success.We believe thought perspective knowledge skill regional andthatatrulydiverseboardwillleveragedifferences industry experience cultural andgeographical background age ethnicity race and gender which will help us retain ourcompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors. The Board Diversity Policy is availableon our website at http://www.viseshinfo.com/policies.htm.
XIII. 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 2017 the Board consisted of 3 members whoincludes 2 Independent Director out of which 1 is a
Woman Director and 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 subsection (3) of Section 178 of the Companies Act2013is available on our website at http://www.viseshinfo. com/policies.htm.
There has been no change in the policy since last fiscal.
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 Directordesignated as Chief Executive Officer of the Company are given in Form MGT-9 forming partof the Directors Report.
XIV. BOARD & COMMITTEE MEETINGS
The board met 8 times during the financialyear the details of which are given in theCorporate Governance
Report that forms part of the Annual Report. The intervening gap between any twomeetings 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 February 13 2017 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 theBoardthatisnecessaryfortheBoardtoeffectivelyand reasonablyperform 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 and as and when the familiarizationprogram are conducted the same are displayed under Investors Zone on the company's websitewww.viseshinfo.com.
XVIII. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
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 that Mr. Rahul Meena who was appointedas Chief Executive Officerof the
Company w.e.f. February 2017 due to personal reasons resigned from his post w.e.f 10thJune 2017.
XIX. 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 applicableaccounting standard had been followed along with proper explanation relating to materialdepartures; b) the Directors had selected such accounting policies are consistentlyapplied and reasonable made judgment and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at the end of thefinancial year and of the profit and loss of the Company for that period; c) the Directorshad taken proper and sufficient records in accordance with the provisions of this Act forsafeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; d) theDirectors had prepared the annual accounts on a going concern basis'. e) thedirectors in the case of a listed company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequateoperating effectively. f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequateandoperatingeffectively .
Based on the framework of internal financial controls and compliance systemsestablished and by the company work performed by the Internal statutory and secretarialauditors and the reviews performed by management and the relevant board committeesincluding the audit committee the board is of the opinion that the Company's internalfinancial controls were adequate andeffectiveduring the financial year 2016-17.
XX. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL 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 of assetsthe prevention & detection of frauds & errors the accuracy & completeness ofaccounting records and timely preparation of reliable financial information
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.
As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the FY 2017-18.
XVII. AUDITOR'S REPORT
The observations made in the Auditors' Report are as under:
1. The Company has shown in the balance sheet bank balances in Banco Efisa amountingto Rs. 350977439/- (USD8883210.75) which the bank has adjusted and the matter is inthe court of law. Consequently the bank balances shown in balance sheet is overstated byRs. 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 Statutory Auditor is annexed with the Annual Report however asregards qualifications made by the Auditors' in their report your directors state asunder:
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 and hadinitiated legal action under criminal jurisprudence of Portuguese Law. During the criminalinvestigation several new facts/documents have come to our knowledge and based on theevaluation 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 alongwith interest against Banco Efisa and its Holding Company wherein our Portugueseadvocates confirm that the chances of recovery are very high. The suit filed by yourcompany before Portuguese 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 the applicability ofprovisions prescribed under Para 3 of Table B under Registration of Offices and Fees Rules2014 which is pending adjudication
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 your company has alreadyprovided for the amount payable towards Income Tax for AY 2013-14 along with interesthence this liability has no further impact on the profits / retained earnings of thereported period of the .
Further as regards observations made by the Auditors at para 9 to the Annexure to theAudit Auditors' report your Directors state that Your Company has settled with the bankand repayments are being made regularly.
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 M/s. Kundan Aggarwal & Associates Practicing Company Secretary Delhi toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is providedas Annexure-III. There are no qualifications reservation or adverse remark or disclaimermade in the Secretarial Audit Report
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 in the prescribedForm MGT-9 is annexed as Annexure-IV which forms part of this report.
XIX. PARTICULARS OF EMPLOYEES
The ratio of the remuneration of each whole-time director and key managerial personnel(KMP) to the median of employees remuneration as per section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of the Board's Report. However as per the provisions ofSection 136 of the Companies Act 2013 the reports and accounts are being sent to all themembers of the Company and others entitled thereto excluding the aforesaid information.Any member interested in obtaining such particulars may write to the Company Secretary attheRegisteredOffice of the Company. The said available for inspection at the registeredoffice of the Company during working hours.
XX. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at http://www.viseshinfo.com/policies.htm. The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties. All Related Party Transactions areplaced before the Audit Committee for review and approval. Prior omnibus approval isobtained for Related Party Transactions which are entered in the ordinary course ofbusiness and are at Arm's Length. All Related Party Transactions that were entered intoduring the financial year were on an arm's length basis. There were no materiallysignificant related party transactions made by the Company with
Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.
None of the Directors have any material pecuniary relationships or transactions withthe Company except to the extent of their shareholding.
Pursuant to Section 134 (3)(h) of the Companies Act 2013 and Rules made thereunderparticulars of transactions with related parties as required under section 188(1) of theCompanies Act 2013 in the prescribed Form AOC-2 is annexed herewith as Annexure-II.
XXI. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is an equal opportunity provider and consciously strives to build a workculture that promotes the dignity of all employees. As required under the SexualHarassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder theCompany has implemented a policy on prevention prohibition and redressal of sexualharassment at the workplace. The Company has zero tolerance on Sexual Harassment atworkplace. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention
Prohibition and Redressal) Act 2013.
XXII. CORPORATE GOVERNANCE
A separate report on CorporateGovernanceisprovidedtogetherwith Certificatefrom theStatutory 21
Auditors of the Company regarding Compliance of conditions of Corporate Governance asstipulated under
Listing Regulations. A Certificate of the CEO and CFO of the Company in terms ofListing Regulations inter-alia confirming the correctness of the financial statementsand cash flow statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee also forms part of Report on Corporate Governance.
XXIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report for the year under review asstipulated under
Regulation 34 of the Listing Regulations forms part of this Report.
XXIV. 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.
XXV. 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.
XXVI. 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.
The Corporate Social Responsibility Committee of the Company has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company's website at the link:http://www.viseshinfo.com/pdf/ Coporate-Social-Resposibility (CSR)%20Policy-Final.pdf Thecompany's CSR Policy intends to: ? Strive for economic development that positivelyimpacts the society at large with minimal resource footprint. ? Embraceresponsibility for the Company's actions and encourage a positive impact through itsactivities on hunger poverty malnutrition environment communities stakeholders andthe society.
The Composition of the CSR Committee during the Financial Year 2016-17 was:
Mr. Peeyush Aggarwal Promoter /Non-Executive Director and Chairman of the Committee.
Mr. Brahm Dutt Sharma Independent Director and Member of the Committee (Mr. Brahm DuttSharma resigned from the Board w.e.f. 17th October 2016).
Mr. Manoj Kumar Jain Independent Director and Member of the Committee.
Mrs. Madhu Sharma Independent Director and Member of the Committee w.e.f. 17th October2017.
Averagenetprofit(Loss) ofthe companyforlastthree financial years: Rs.
Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Since theaverage net profits for preceding 3 financial years are in negative therefore no amountthat is required to be spent by the Company as CSR expenditure.
Details of CSR spent during the financial year:
(a) Total amount to be spent for the financial year; Nil (b) Amount unspent if any;Nil (c) Manner in which the amount sent during the financial year is detailed below.
|CSR Project or activity identified ||Sector in which the Project is covered ||Projects or Programs ||Amount outlay (budget) project or programs wise ||Amount spent on the projects or programs Sub-heads: ||Cumulative expenditure upto the reporting period ||Amount spent direct or through implementing agency |
| || ||(1) Local Area or other || || || || |
| || ||(2) Specify the State and district where projects or programs was undertaken || ||(1) Direct expenditure on projects or programs || || |
| || || || ||(2) Overheads || || |
|Not Applicable sincethecompanyhadsufferedlosses years duringthelastthree |
XXVII. DISCLOSURE REQUIREMENT
As per Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 corporate governance report with auditors' certificationthereon andmanagement 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 a Whistle Blower Policy to provide VigilMechanism for employees including directors of the company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the revised Regulation 22 of the listing agreements 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).
Though Your Company has not accepted any fixed deposits and as such no amount ofPrincipal or interest on deposits from public was outstanding as of the date of balancesheet yet pursuant to the provisions of Chapter V of the Act below is the detailsrelating to deposits:
|Particulars ||Amount *Rs.) / Remarks |
|(a) accepted during the year ||Nil |
|(b) remained unpaid or unclaimed as at the end of the year ||Nil |
|(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||N.A since the company has not accepted any deposits |
|(i) at the beginning of the year ||Nil |
|(ii) maximum during the year ||Nil |
|(iii) at the end of the year ||Nil |
XXIX. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
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.
XXX. 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 VIL stress is oncontinuous innovation and research based on market requirements and customerexpectations.
XXXI. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of foreign exchange earnings and outgo are as follows:
| ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Foreign exchange earnings ||20.64 ||6.69 |
|Foreign exchange Outgo ||29.24 ||28.51 |
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 the members ofMPS family for their whole hearted support. The Board is also confident that the employeeswill continue to contribute their best in the year to come.
By Order of the Board for MPS Infotecnics Ltd.
SD/-Peeyush Aggarwal Chairman DIN No. 00090423
Date: 30th May 2017 Place : New Delhi