Mangalya Soft-Tech Ltd Management Discussions.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure and developments:

Software industry witnessed yet another year with stagnant production, increases in input costs and sluggish demand and lack of export opportunities.

(b) Opportunities and Threats:

Indian software market presents opportunity for quality software products. The Management of software entities has to be sharply focused on cost control, improvement productivity and consistent manufacture of quality.

(c) Segment wise or product wise performance:

There is only software segment so this clause is not applicable.

(d) Outlook:

The remuneration of programmers were ruling at very high level due to lack of availability of quality Programmers, Margins are under pressure and expected to improve only on reduction in the emoluments and remunerations. Recognizing the export and employment potential of the industry the governments intends to improve its viability through reduction in finance costs.

(e) Risks and concerns:

In software industry the main risk is virus through e – mails and internet sites, so the system must be so amended that every e – mails and sights of internal must be scanned and then only allow the user to use it.

(f) Internal control systems and their adequacy:

The company has adequate internal control systems and necessary check and balance are introduced/strengthened so as the ensure:

1) that its assets are safeguarded,

2) that transactions are authorized, recorded and reported properly; and

3) that the accounting records are properly maintained and its financial statements are reliable.

From time to time, the internal audit system and reports are reviewed by Audit Committee.

(g) Discussion on Financial performance with respect to operational performance:

Due to all over slackness in the software market and the adverse factors, the company has not performed well during the year, however due to government positive policies towards computerization, expects good performance in future years.

(h) Material developments in Human resources/Industrial Relations front, including number of people employed:

Effort of all Human resources of the company is on imparting continuous training to improve the field management practices.

(V) SHAREHOLDERS:

Appointment/ Re- appointment of Directors

The following directors retire by rotation and are eligible for re-appointment. A brief resume together with the other directorship of the directors being re- appointed is given below.

Mr. M. J. SHAH has gained thirty years experience in Finance and Management. He has handled the various critical projects during his directorship in the company. He is very dynamic in decision making and implementing. The Board of Directors consider that the company would be benefited by Mr. M. J. Shah and recommended the acceptance of resolution. None of the directors are interested in the resolution except M. J. Shah the proposed appointee. He is not holding Directorship in any other Company.

MR. A. M. SHAH has gained experience in his own business. He is very particular and sharp minded personality. The Board of Directors considers that the company would be benefited by Shri A. M. Shah and recommended the acceptance of resolution. None of the directors are interested in the resolution except Shri A. M. Shah the proposed appointee. He is not holding Directorship in any other Company.

GENERAL SHAREHOLDER INFORMATION:

a) Listing on stock Exchange and Stock Code:

The Company’s equity shares are listed on

1. The Stock Exchange Mumbai Stock Code: 530243

b) Registrars and Transfer Agents (RTA), Share Transfer system:

The Company has appointed R & T agent Cameo Corporate Services Ltd. "SUBRAMANIAN BUILDING", No. 1, Club House Road, CHENNAI – 600 002. SEBI Reg. No. INR 000003753 dated 12-04-1999 for both physical and demat share maintenance with effect from 06-04-2010.

c) Investor Grievance Committee:

The Board has constituted an "Investor Grievance Committee", which looks into shareholders and investors grievances. The following are the members of the committee.

Name Designation
Mrs. A. D. Shah Chairman
Mr. K. M. Jogani Member
Mr. P. S. Shah Member

INVESTOR RELATIONS

All the complaints received from shareholders during 2017-2018 and 2018-2019, have been resolved during the year, No complaints remaining to be resolved as at 31st March 2019, as on the date of this Report i.e. on 30/04/2019, no complaints are pending.

d) General Body Meetings:

The location and time of Annual General Meetings held during the last 3 years are as follows:

Annual General Meeting Date Time Venue
(AGM)/ Financial year
24th /2015-2016 30/7/2016 11.00 a.m. 302, Samruddhi, Nr. Income
25th/2016-2017 30/7/2017 -do- Tax, Ashram Road,
26th/2017-2018 31/7/2018 -do- Ahmedabad – 380014.

 

ANNEXURE I
BUSINESS RESPONSIBILITY REPORT
[See Regulation 34(2)(f)]

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN): L32100GJ1992PLC017564
2. Name of the Company: MANGALYA SOFT TECH LIMITED
3. Registered address: 302, Samruddhi. NR. C U Shah Commerce college,
Income Tax Circle, Ashram Road, Ahmedabad 380014.
4. Website: www.mangalyasofttechltd.com
5. E – mail id: mjshah_shah@yahoo.com
6. Financial Year reported: 2018-2019

7. Sector (s) that the Company is engaged in (industrial activity code-wise) : 62011

8. List three key products/services that the Company manufactures/provides (as in balance sheet) Tailor made Computer Software Development

9. Total number of locations where business activity is undertaken by the Company (a) Number of International Locations (Provide details of major 5) 0 (b) Number of National Locations 1 10. Markets served by the Company – Local/State/National/International Local

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital (INR) 10,00,00,000
2. Total Turnover (INR) 847798
3. Total profit after taxes (INR) 5878

4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) NIL

5. List of activities in which expenditure in 4 above has been incurred:- (a). NIL

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/ Companies? No

2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s) :-NOT APPLICABLE

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities [Less than 30%, 30-60%, More than 60%] NIL

SECTION D: BR INFORMATION

1. Details of Directors/ Directors responsible for BR

(a) Details of the Director/ Director responsible for implementation of the BR policy/policies

1. DIN Number 00500121

2. Name MANSUKHBHAI JASKARAN SHAH

3. Designation CHAIRMAN

(b) Details of the BR head

No. Particulars Details
1 DIN Number (if applicable) 00500121
2 Name: MANSUKHBHAI J SHAH
3 Designation: CHAIRMAN
4 Telephone number 07927542109
5 e-mail id: mjshah_shah@yahoo.com

2. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance (Reply in Y/N)

NO. QUESTION P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for… Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the relevant stakeholders? Y Y Y Y Y Y Y Y Y
3 Does the policy conform to any national/international standards? If yes, specify? (50 words) Y Y Y Y Y Y Y Y Y
4 Has the policy being approved by the Board? If yes, has it been signed by MD/ owner / CEO/ appropriate Board Director? Y Y Y Y Y Y Y Y Y
5 Does the company have a specified committee of the Board/Director/Official to oversee the implementation of the policy? Y Y Y Y Y Y Y Y Y
6 Indicate the link for the policy to be viewed online? Y Y Y Y Y Y Y Y Y
7 Has the policy been formally communicated to all relevant internal and external stakeholders? Y Y Y Y Y Y Y Y Y
8 Does the company have in- house structure to implement the policy/policies Y Y Y Y Y Y Y Y Y
9 Does the company have a grievance redressal mechanism related to the policy/policies to address stakeholder’s grievances related to the policy/policies? Y Y Y Y Y Y Y Y Y
10 Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency? Y Y Y Y Y Y Y Y Y

(b) If the answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (tick up to 2 options)

NO. QUESTION P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the principles
2 The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles
3 The company does not have financial or manpower resources available for the task
4 It is planned to be done within next 6 months

5 It is planned to be done within the next 1 year

6 Any other reason (please specify)

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year : Annually

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? www.mangalyasofttechltd.com

SECTION E: PRINCIPLE – WISE PERFORMANCE

Principle 1

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? Yes.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

No complaints have been received in the past financial year.

Principle 2

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

(a) Tailor made Computer software Services.

(b) Nil

(c) Nil

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

(a) Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain? Not Applicable, Very low (b) Reduction during usage by consumers (energy, water) has been achieved since the previous year? Not Applicable, Very low

3. Does the company have procedures in place for sustainable sourcing (including transportation)? No.

(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. NOT APPLICABLE

4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes

(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? The Company is outsourcing job work to local programmers.

5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10 %,> 10%). Also, provide details thereof, in about 50 words or so. The company is usually selling out the old stationary/waste parts to Local purchasers. It is <5%.

Principle 3

1. Please indicate the Total number of employees. 3

2. Please indicate the Total number of employees hired on temporary/ contractual/causal basis. 0

3. Please indicate the Number of permanent women employees. 1

4. Please indicate the Number of permanent employees with disabilities. 0

5. Do you have an employee association that is recognized by management? No

6. What percentage of your permanent employees is members of this recognized employee association? Nil

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year. Nil

8. What percentage of your under mentioned employees were given safety & skill up – gradation training in the last year?

(a) Permanent Employees 100%

(b) Permanent Women Employees 100%

(c) Casual/ Temporary/ Contractual Employees N.A.

(d) Employees with Disabilities N.A.

Principle 4

1. Has the company mapped its internal and external stakeholders? Yes

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? Yes

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so. No such stakeholders.

Principle 5

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others? Policy of the company on human rights covers only the company.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? Nil

Principle 6

1. Does the policy related to principle 6 cover only the company or extends to the Group/ Joint Ventures / Suppliers / Contractors / NGOs / Others. Policy related to principle 6 cover only the company.

2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc. www.mangalyasofttechltd.com

3. Does the company identify and assess potential environmental risks? Yes.

4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Company is engaged in Tailor made Computer software development and it is done environment friendly.

5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. www.mangalayasofttechltd.com

6. Are the Emissions/ Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes.

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. Nil

Principle 7

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: No (a) Not Applicable

2. Have you advocated/ lobbied through above associations for the advancement or improvement of public good? Yes/ No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others) No

Principle 8

1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to principle 8? If yes details thereof. No.

2. Are the programmes/ projects undertaken through in – house team/own foundation/ external NGO/ government structures/any other organization? In house team.

3. Have you done any impact assessment of your initiative? Yes.

4. What is your company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken. Nil

4. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so. Yes, the company is outsourcing its some of the work and the small programmers are doing it successfully.

Principle 9

1. What percentage of customer complaints/ consumer cases are pending as on the end of financial year. 0%

2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information) N.A. Company is engaged in development of tailor made software.

3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/ or anti – competitive behavior during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so. No case filed by any stakeholder against the company

4. Did your company carry out any consumer survey/ consumer satisfaction trends? Yes

CERTIFICATION ON FINANCIAL STATEMENTS OF THE COMPANY

We, M. J. Shah, Chairman and Dilip Shah, Director of Mangalya Soft Tech Ltd. (‘the company’) Certify that:

(a) We have reviewed the financial statements and the cash flow statements of the company for the period ended March 31, 2019 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the company during the period ended March 31, 2019 are fraudulent, illegal or violative to the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken to rectify these deficiencies.

(d) During the period:

(i) There have not been any significant changes in internal control over financial reporting;

(ii) There have not been any significant charges in accounting policies; and

(iv) There have been no instances of significant fraud of which we are aware that involve management or other employees,

(v) having significant role in the Company’s internal control system over financial reporting.

Sd/- Sd/-
Ahmedabad M. J. Shah D. M. Shah
April 30, 2019 Chairman Mg. Director