mangalya soft tech ltd Directors report


DIRECTORS REPORT

To,

The Members,

Mangalya Soft-Tech Limited

Your Board of Directors are pleased to present 31st Annual Report together with Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023.

1. Initiation and completion of Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016:

The National Company Law Tribunal ("NCLT"), Ahmedabad Bench, vide Order dated March 15, 2021 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("GRP") against your Company based on the petition filed by the Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Pinakin Shah was appointed as an Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the Code.

Thereafter, pursuant to the Insolvency Commencement Order and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested and exercised by Mr. Pinakin Shah, Resolution Professional (RP) w.e.f. March 15, 2021. Members of the Committee of Creditors (CoC) in their 08th Meeting held on October 20, 2021 considered the resolution plan and approved the resolution plan submitted by Ratnakar Securities Private Limited.

The Resolution Professional filed an application under Section 30(6) of the Code before the Honble NCLT for the approval of Resolution Plan. The Adjudicating Authority has reserved the judgement vide its order dated September 27, 2022. Members may kindly note that, the Resolution Professional was entrusted with the management of the affairs of the Company from March 15, 2021 to September 27, 2022. This Report has been prepared in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

2. Financial Highlights:

The Financial highlights of the Company, on standalone basis, for the financial year ended March 31, 2023 is summarised below:

(Amount in 000)

Particulars 2022-23 2021-22
Total Revenue 0.00 85.02
Operational Expenses 2278.82 125.66
Earning Before Finance Cost, Depreciation and Tax (2,278.82) (39.98)
Less: Finance Cost 16.80 0.66
Depreciation 0.00 0.00
Earning Before Taxation (2,295.62) (41.30)
Less: Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
Other Comprehensive Income 0.00 0.00
Earnings after Tax (EAT) (2,295.62) (41.30)

3. States of the Companys affairs and highlights of operations:

Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 was commenced in respect of Mangalya Soft-Tech Limited, and the Resolution plan submitted by Ratnakar Securities Private Limited, Resolution Applicant, has been approved by Honble NCLT, Ahmedabad Bench vide its order dated September 27, 2022.

There have been no operations in the company in the previous 2 years.

4. Change in nature of business:

In accordance with the resolution plan approved by NCLT Ahmedabad, Ratnakar Securities Private Limited (RSPL), successful Resolution Applicant will be merged into the Company. And the existing Object and Name clause of the company will be replaced by the respective clauses of the RSPL. RSPL is a Stock Broking Company having its membership with BSE, NSE and NSDL.

5. Dividend:

CIRP was commenced in respect of the Company, and there have been no operations in the company in the previous 2 years. So, there will be no dividend.

6. Reserves and Surplus:

CIRP was commenced in respect of the Company, and there have been no operations in the company in the previous 2 years. Hence, no amount shall be transferred to Reserves and Surplus.

7. Annual Return:

As required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, Annual Return as on March 31, 2023 is available on the website of the Company at www.mangalyasofttech.in .

8. Directors and Key Managerial Personnel:

> In accordance with the provisions set forth in the approved Resolution Plan, the Board of Directors of the company has been reconstituted. The first Board Meeting, held subsequent to the approval of the Resolution Plan, was convened under the chairmanship of Mr. Pinakin Shah, Resolution Professional. During this meeting, a new Board of Directors was duly constituted with effect from November 10, 2022, while members of the erstwhile suspended board have resigned from their respective positions with effective from November 10, 2022.

The following is the composition of the newly constituted Board of the Company, in adherence to the Resolution Plan approved by the Honble NCLT, Ahmedabad bench:

Sr. No. Name of the Director DIN Designation Date of appointment
1 Mr. Ajay Jayantilal Shah 00023582 Chairman & Managing Director* November 10, 2022
2 Mr. Kushal Ajay Shah 01843141 Whole Time Director* November 10, 2022
3 Mr. Harsh Vinodbhai Mittal 02333392 Non-executive Independent Director*# November 10, 2022
4 Mr. Pratapbhai Mukundbhai Teli 00136297 Non-executive Independent Director*# November 10, 2022
5 Mrs. Krina Sujal Desai 09754452 Non-executive Independent Director*# November 10, 2022

* Appointed as Additional Director, who shall hold the office up to the date of the next annual general meeting.

# in the opinion of the Board, he/she is a person of integrity and possesses relevant expertise and experience.

As recommended by the Nomination and Remuneration Committee, the Board of Directors have approved and proposed to members of the company, the appointment of Mr. Ajay Jayantilal Shah as Chairman and Managing Director, Mr. Kushal Ajay Shah as Whole Time Director, Mr. Harsh Vinodbhai Mittal as NonExecutive Independent Director, Mr. Pratapbhai Mukundbhai Teli as Non-Executive Independent Director, and Mrs. Krina Sujal Desai as Non-Executive Independent Director in their meeting held on November 10, 2023.

The Company has received requisite Notices from the directors under Section 160 of the Act in respect of the aforesaid Directors, proposing their candidature for the office of Director. The resolution for appointment of aforementioned Directors along with their brief profile forms part of the Notice of the 31st AGM and the resolution is recommended for approval of members.

> Following members of the Suspended Board has resigned from their post in compliance with the resolution plan:

Sr. No. Name of the Director DIN Resigned from the post of Date of cessation
1 Mr. Dilipkumar Mansukhbhai Shah 00447255 Managing Director November 10, 2022
2 Mr. Mansukhbhai Jaskaran Shah 00500121 Director November 10, 2022
3 Mr. Kirtikumar Jogani Manilal 02798978 Director November 10, 2022
4 Mr. Atulbhai Mansukhbhai Shah 07224301 Director November 10, 2022
5 Mr. Pravin Chandra Shah 07224340 Director November 10, 2022
6 Mr. Shalin Prakash Sheth 08077614 Whole Time Director November 10, 2022
7 Ms. Alpaben Dilipkumar Shah 08154008 Director November 10, 2022

> Mr. Ajay Nagindas Gandhi has been appointed as Chief Financial Officer of the Company during the Board Meeting held on June 26, 2023.

> Mr. Dhavalkumar Dhirajlal Chaudhari (Mem. No.: ACS 67243) has been appointed as the Company Secretary and Compliance Officer of the Company during the Board Meeting held on June 26, 2023.

9. Committees of Directors:

> Audit Committee was constituted in the Board Meeting held on November 10, 2022. Constitution of the same is as follows;

Sr. No. Name of member Designation
1 Mr. Harsh Vinodbhai Mittal Chairman
2 Mr. Kushal Ajay Shah Member
3 Mr. Pratapbhai Mukundbhai Teli Member
4 Mrs. Krina Sujal Desai Member

Note: During the year, all the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

> Nomination and Remuneration Committee was constituted in the Board Meeting held on November 10, 2022. Constitution of the same is as follows;

Sr. No. Name of member Designation
1 Mr. Harsh Vinodbhai Mittal Chairman
2 Mr. Pratapbhai Mukundbhai Teli Member
3 Mrs. Krina Sujal Desai Member

> Stakeholder Relationship Committee was constituted in the Board Meeting held on November 10, 2022. Constitution of the same is as follows;

Sr. No. Name of member Designation
1 Mr. Pratapbhai Mukundbhai Teli Chairman
2 Mr. Harsh Vinodbhai Mittal Member
3 Mr. Ajay Jayantilal Shah Member

10. Meetings of the Board, Committees & Compliance to Secretarial Standards

> Previous Board of Directors was suspended due to commencement of CIRP against the Company in compliance with the provisions of Insolvency and Bankruptcy Code,

2016. Post approval of Resolution Plan, a new Board of Directors was formed in a Board Meeting held on November 10, 2022 (Details of new Board of Directors is provided under point no. 8 of this report).

> After reconstitution of the Board of Directors, 3 (three) Board Meetings were held before the end of this Financial Year on - November 10, 2022, November 14, 2022, February 14, 2023.

> After constitution of Audit Committee on November 10, 2022, 2 (Two) meetings of Audit Committee held on November 14, 2022 and February 14, 2023.

> No NRC meeting has been held in the reporting year. The Company was under CIRP for part of the year. And post approval of resolution plan, Regulation 19 of the Listing Regulations is not applicable to our Company in terms of provisions of Regulation 15(2) of Listing Regulations.

> No SRC meeting has been held in the reporting year. The Company was under CIRP for part of the year. And post approval of resolution plan, Regulation 20 of the Listing Regulations is not applicable to our Company in terms of provisions of Regulation 15(2) of Listing Regulations.

> Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 14, 2023.

> During the year under the review the Company was under CIRP. The Company has complied with the provisions of Secretarial Standard on Board Meetings (SS-1) and Secretarial Standard on General Meetings (SS-2), to the extent applicable.

11. Directors responsibility Statement:

Members may kindly note that the directors of the reconstituted board were not in office for the part of the period to which this report primarily pertains. Resolution Professional during the CIRP were entrusted with and responsible for the management of the affairs of the Company.

As pointed out above, the reconstituted Board of Directors have been in office only since November 10, 2022. The reconstituted Board is submitting this report in compliance with the Act and Listing Regulations and the Directors, as on date, are not to be considered responsible for the management of affairs of the Company for the period prior to November 10, 2022.

Accordingly, as required under section 134(3)(c) read with section 134(5) of the Act, the Board of Directors, based on the knowledge/ information gained by them about the actions of the resolution professional/Monitoring Committee (i.e. who were entrusted with and responsible for the management of the affairs of the Company prior to the November 10, 2022) and the affairs of the Company in a limited period of time, from the records of the Company, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31, 2023 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

12. A statement on declaration given by Independent Directors under sub-section (6) of Section 149;

During the year under review, all Independent Directors have given their declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and have also complied the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. In opinion of the Board, they fulfil the conditions of independence as specified in the Companies Act, 2013 and Rules made thereunder and Listing Regulations.

They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

In terms of provisions of the Listing Regulations, the Board of Directors of the Company have laid down a Code of Conduct ("Code") for all Board Members and Senior Management Personnel of the Company. The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code.

13. Holding / Subsidiary / Joint Ventures / Associate Companies:

During the part of reporting year, the Company was under CIRP and there is no company which has become or ceased to be its Subsidiary, Joint Ventures, or Associate Company during the year.

14. Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees:

As prescribed under Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations, the Company has adopted Nomination and Remuneration policy for Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the same is available on the website of the Company i.e. www.mangalyasofttech.in. However, in terms of Regulation 15(2) of Listing Regulations provisions of Regulation 19 are not applicable to the company.

15. Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The mechanism also provides adequate safeguards against victimization of employees who avail of the mechanism. The policy also lays down the process to be followed for dealing with complaints and provides for access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

16. Auditors:

• Statutory Auditor:

M/s. Devadiya & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 26th Annual General Meeting of the Company for a second term of 5 (Five) consecutive years and they shall hold the office up to 31st Annual General Meeting of the Company to be held in year 2023. The tenure of the existing Auditors is set to expire in the ensuing AGM.

Therefore, it is proposed to appoint M/s Maheshwari & Goyal, as Statutory Auditors of the Company for the first term of five years to hold the office from the conclusion of 31st AGM till the conclusion of 36th AGM to be held in the year 2028. They have confirmed that they are not disqualified for being appointed as Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

• Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, Mr. Tapan Shah, Practicing Company Secretary, was appointed as Secretarial Auditor of the Company by the Board, at their meeting held on August 01, 2023 for financial year 2022-23. The Secretarial Audit Report in the prescribed form MR-3 is attached herewith as "Annexure - A".

The Secretarial Audit Report for the year ended on March 31, 2023, contains the following reporting from the Secretarial Auditor:

(a) During the period, before the approval of Resolution Plan through NCLT order dated 27.09.2022 via CP (IB) No. 197 of 2020, compliance under the various statute was responsibility of Resolution Professional (RP) and it is observed that some of the compliances/ disclosures were not made under the Companies Act, SEBI (LODR) Regulations and such other SEBI applicable provisions.

(b) Further the Company has not done compliance as required for Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). Further the Company has not maintained website pursuant to Regulation 46 of LODR Regulations, 2015.

(c) During the entire financial year, the companys shares were under suspension at BSE and so no trading was done, as the relisting was not completed.

(d) During the period, from the NCLT order till 31st March, 2023, the Company in coordination with the RP was in process of changing new Board, shifting of registered office, restructuring of paid-up share capital by capital cancellation and capital reduction.

(e) No FEMA compliance is done during the year for foreign direct investment.

Regarding the mentioned report, the Board has indicated that points (a), (c), and (d) are self-explanatory. In reference to point (b), the Board has conveyed that the new board of directors was appointed on November 10, 2022, and since then, they have been vested with the authority to implement the approved Resolution Plan. Consequently, during the implementation of the resolution plan, the Company has adhered to the provisions of Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company has also acquired the Structured Digital Database (SDD) software in compliance with these provisions.

Furthermore, as of today, the Company maintains a website in accordance with Regulation 46 of the LODR Regulations, 2015, to the extent applicable.

Regarding point (e), the Board stated that the company has not been operational for the past two years due to its status under Corporate Insolvency Resolution Process (CIRP). Additionally, the process of Capital Reduction is currently underway, and the record date for this corporate action has been set as March 24, 2023. Once the Capital Reduction process is completed, the companys shareholding pattern will be finalized. Subsequently, any necessary FEMA compliance, to the extent applicable to the company, will be undertaken.

• Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as amended, M/s Shah Jajoo & Associates, Chartered Accountants was appointed as an Internal Auditor of the Company by the Board, at their meeting held on February 14, 2023 for financial year 2022-23.

17. Details of Loans, Investments and Guarantees:

The Company was under the CIRP, and there were no operations in the last 3 years. And during the reporting period, the company has not granted any loan or guarantee and has not made any investment.

18. Related Party Transactions:

During the year under review, all related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company or which requires the approval of the shareholders. Since all related party transactions entered into by the Company were in ordinary course of business and were on arms length basis, Form AOC-2 is not applicable to the Company. Related Party disclosures are provided in the note no. 16 to Audited Financial Statements.

19. Material changes:

There have been no changes and commitments affecting the financial position of the Company between the end of financial year to which the financial statements relate and date of this report.

20. Significant and Material orders passed by the Regulators or Courts:

The Company was under Corporate Insolvency Resolution Process. Honble NCLT, Ahmedabad Bench vide it order dated September 27, 2022 approved the Resolution Plan submitted by M/s Ratnakar Securities Private Limited. Newly appointed management is diligently proceeding with the implementation of the Resolution Plan.

21. Conservation of energy, research and development, technology absorptions and foreign exchange earnings and outgo:

The relevant information on conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to this report as "Annexure - C".

22. Risk Management:

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. The framework also defines the risk management approach across the company at various levels. Company has developed and implemented a Risk Management Policy for the company including identification therein of elements of risk.

23. Board Evaluation:

As per section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company were suspended during the CIRP with effect from March 15, 2021 and such powers were vested with the Resolution Professional. As a part of the implementation of the Resolution Plan approved by the Honble NCLT vide its order dated September 27, 2022, the Reconstituted Board of the Company took control over the operation w.e.f. November 10, 2022 post their appointment on the Bord of the Company. Therefore, being very short period, it was not feasible for the new board of directors to carry out the performance evaluation of board, its committees and individual directors during the remaining period of year under review after reconstitution.

Further the new management is diligently working in execution of the Resolution Plan. The Company has put in place a policy containing, interalia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors)

24. Deposits from public:

During the year under review, the Company has not accepted any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

25. Internal Financial Controls and their adequacy:

During the part of the reporting period the company was under CIRP. Which resulted in cessation of all operational activities for the past 2 years. It is important to note that, new management is actively engaged in implementation of Resolution Plan. The resumption of operations of company will take place subsequent to the completion of process of merger of Resolution Applicant with the Company, which is an integral part of the Resolution Plan. Further, it is to be noted that the financial transactions undertaken during the reporting period, post completion of CIRP were minimal in nature.

In continuation of these developments, the Company is presently in the process of developing a more strong system, which shall be commensurate with the size and nature of its business operations. Notably, the company has taken the proactive step of appointing an external audit firm to conduct internal audits. The primary objective of this audit is to assess the adequacy of the internal control system that the company is currently in the process of developing and has already developed.

26. Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The company was under CIRP. Following the approval of the Resolution Plan, a new management team has been appointed to the Board, and the implementation of the Resolution Plan is currently in progress. At this stage, no employees have been appointed.

27. Proceeding under the Insolvency and Bankruptcy Code, 2016 during the year:

Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 was commenced in respect of Mangalya Soft-Tech Limited.

The Resolution Plan submitted by Ratnakar Securities Private Limited, Resolution Applicant, has been approved by Honble NCLT, Ahmedabad Bench vide its order dated September 27, 2022.

New management has been appointed on the Board and implementation of the Resolution Plan is under process.

Further, merger of Resolution Applicant with the Company, which is an integral part of Resolution Plan, is under process with various authority.

28. Listing Fees

The Equity Shares of your Company are listed on the BSE Limited (BSE). The Company had paid Annual Listing fees to the stock exchange for the Financial Year 2022-23.

The trading/dealing in securities of the Company is already suspended by the Stock Exchange for violation of SEBI & Stock Exchange Regulations. The Company has paid BSE claim, listing fees, contingent liability, reinstatement fees and revocation fees in accordance with the approved Resolution Plan, and the Company is in the process of relisting its shares at the BSE.

29. Changes in Capital Structure

The details of change in Capital structure during the year under review are given as under:

• In accordance with the Resolution Plan, it is required to effectuate the cancellation of entire physical shares and undertake a reduction in the dematerialized capital to the extent of 1/8th of the total dematerialized capital.

• The Record Date for the purpose of Cancellation and Reduction of Capital had been fixed as March 24, 2023.

Details of Cancellation of Physical Shares and Capital Reduction is as below:

Sr. No. Particulars Number of Shares cancelled and reduced
1 Physical Share cancelled 58,34,910
2 Dematerialised Shareholding reduced by 7/8th of 41,65,090 (In the process of capital reduction, any fraction shares of any shareholder is rounded off to the nearest integer as specified in Resolution Plan) 36,45,094
Total reduction in capital 94,80,004

• Post Cancellation of Physical Shares and Capital Reduction, Fully Paid Share Capital of the Company is Rs. 51,99,960 (Rupees Fifty-One Lakh Ninety-Nine Thousand Nine Hundred and Sixty Only) divided into 5,19,996 equity shares (Five Lakh Nineteen Thousand Nine Hundred and Ninety-Six only) of Rs. 10 each.

• Listing application post Reduction of capital has been made with the BSE Limited. (Corporate Action in relation to Capital Reduction is under process)

30. Remuneration of Directors and Employees:

a. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as Annexure - B to this Report.

b. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, the said statement is not being sent along with this Annual Report to the members in line with the provisions of Section 136 of the Companies Act, 2013. The same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

31. Policy on Directors Appointment and Remuneration:

The Companys policy on Directors Appointment and Remuneration is available on the website of the Company i.e. www.mangalyasofttech.in. Further special features as of the said policy are as follows:

> Brief description of terms of reference:

In compliance with Section 178 of the Companies Act, 2013, Company has constituted Nomination and Remuneration Committee. All members of the Committee consist Independent Directors. The terms of reference of the Committee inter alia, includes:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management.;

2. Formulation of criteria for evaluation of performance of Independent Directors and the Board;

3. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

4. Oversee familiarization programmes for directors;

5. Framing, recommending to the Board and implementing, on behalf of the Board and Shareholders, policy on remuneration of Directors, Key Managerial Personnel (KMP) & Senior Management, including ESOP and any other compensation payment.

> Nomination and Remuneration Committee was constituted in the Board Meeting held on November 10, 2022. Constitution of the same is as follows;

Sr. No. Name of member Designation
1 Mr. Harsh Vinodbhai Mittal Chairman
2 Mr. Pratapbhai Mukundbhai Teli Member
3 Mrs. Krina Sujal Desai Member

Mr. Dhavalkumar Chaudhari, Company Secretary and Compliance officer acts as a Secretary to the Committee.

> Nomination and Remuneration policy:

The remuneration paid to Executive Directors of the Company is approved by the Board of Directors on the recommendation of the Nomination and Remuneration Committee. The Companys remuneration strategy is market-driven and aims at attracting and retaining high calibre talent. The strategy is directed towards rewarding performance, based on performance review, on a periodical basis. The Board has approved a Nomination and Remuneration Policy of the Company and available on the website of the Company i.e. www.mangalyasofttech.in. This Policy is in compliance with Section 178 of the Companies Act, 2013, read with the applicable rules.

32. Code of conduct to regulate, monitor and report trading by insiders:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders which prohibits trading in securities of the company by directors and employees while in possession of Unpublished Price Sensitive Information in relation to the Company. The said code is available on the website of the Company at www.mangalyasofttech.in.

33. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government:

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

34. Acknowledgement:

Your directors takes this opportunity to thank the shareholders, bankers, government, regulatory authorities and other stakeholders for their consistent support through the process of CIRP and for smooth transition.

For and on behalf of Board of Directors
Ajay Jayantilal Shah
Chairman and Managing Director Place: Ahmedabad
[DIN: 00023582] Date: 10/11/2023