Visesh Infotec. Director Discussions


Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the Audited Financial Statements, for the Financial Year Ended March 31, 2022.

1. FINANCIAL RESULTS

The Financial Results (Standalone & Consolidated) of the Company for the period under review are as follows:

(Rs. In Lacs)

PARTICULARS (RS.) STANDALONE CONSOLIDATED
2021-22 2020-21 2021-22 2020-21
Income from Operation 48.97 41.48 48.47 41.48
Other Income 84.99 8.54 84.99 8.54
Total Income 133.96 50.02 133.96 50.02
Total Expenditure 205.41 185.53 205.41 185.54
PBID & Tax (71.45) (135.52) (71.45) (135.51)
Interest 26.77 63.47 26.77 63.47
Depreciation 356.76 356.88 356.76 356.88
Profit before Tax (454.98) (555.87) (454.98) (555.86)
Provision for Tax - - - -
Earlier Year Tax - - - -
Deferred Tax (42.84) (13.341 (42.84) (13.34)
Profit after Tax (PAT) (412.14) (542.52) (412.14) (542.52)
Other Comprehensive Income 7.47 1.73 30.95 1.73
Total Comprehensive Income of the Year (404.67) (540.79) (381.18) (540.79)
Profit/(Loss) b/f from previous Yr.
Paid-up Equity Share Capital 37744.37 37744.37 37744.37 37744.37
Other Equity 5335.23 5739.90 6100.68 6481.85

2. DIVIDEND

In view of the losses incurred by the Company, during the year under review, the Board of Directors of the Company has decided not to recommend any dividend.

3. CAPITAL STRUCTURE

There is no change in the issued, subscribed and paid-up equity share capital of the Company.

4. GLOBAL HEALTH PANDEMIC FROM COVID-19

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. At MPS, as we continue in our endeavor to fight waves of the COVID-19 pandemic, our priority remains the safety and well-being of our employees, and business continuity for our clients. Further, based on client

requirements and the COVID situation, WFH continued as required in fiscal 2022. Our teams reacted with speed and efficiency, and quickly leveraged technology to shift the work force to WFH. The work force was enabled in a rapid manner to work remotely and securely, thus ensuring that client commitments were not materially compromised. Later the Company has implemented a safe return-to-work plan for employees.

5. DETAILS OF REVISION OF FINANCIAL STATEMENTS OR BOARD S REPORT

The Company has not revised its Financial Statements or Boards report for any of the three preceding financial years.

6. CONSOLIDATION OF FINANCIALS

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of this Annual Report.

7. RESERVE

In view of the losses, no amount is being carried to reserves.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no material change in the nature of business of your company during the year under review. Your Company is presently engaged into following segments:

1) IT Solutions & Products which inter alia includes System Integration and Networking Solutions (including trading in Hardware)

2) IT Enabled Services which inter alia includes Enterprise Software; Domain Registration & Web hosting services; VAS; etc.

3) Telecommunication - VAS & Bill Payments, Trading in Air time and other mobile application

Though the company is engaged in the above mentioned segments, however, revenues are being generated from IT Enabled Services segment only. Your Company is aggressively working on the other segments and is optimistic and expects to generate revenues in the near future.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

Though there are no significant and material orders passed by the Regulator or courts or Tribunals impacting the going concern status and the Companys operations in future, yet in order to provide a true, fair and correct picture of the company. Your Company is providing below in brief litigations in which your company is involved, which may have an adverse impact on the company:

(A) (i) The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Effisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, Banco Effisa, the Bank in Portugal, wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Companys

Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under Portuguese Law in Lisbon at Portugal.

(ii) SEBI had investigated the GDR issue of the Company and vide its order dated 6th March, 2020 inter-alia, had directed that the Company shall continue to pursue the measures to bring back the outstanding amount of $8.90, million into its bank account in India and is restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, directly or indirectly, in any manner whatsoever or being associated with the securities market in any manner, whatsoever, till compliance with directions contained in the said orders, for an additional period of two years from the date of bringing back the money.

(iii) Further SEBI vide its order dated 27.11.2020 had imposed a penalty of Rs. 10,00,00,000/- on the Company. Your Company is also in receipt of recovery Certificate from SEBI and consequent thereon the SEBI has freezed the bank accounts of the Company from April, 2021. Your Company has filed an appeal before the Honble Securities Appellate Tribunal, against the orders dated 06/03/2020 and 27/11/2020 and the same is pending adjudication.

(B) Your Company had increased its Authorised Share Capital during the Financial Year 2010-11 to 2012-13 however, due to losses suffered by the company and also because of change in the global circumstances and financial constraints suffered by the Petitioner in business, the requisite e-form 5 (Form SH-7)in respect of increase in Authorised Capital could not be filed and paid. Meanwhile the schedule of fees was increased as per the Companies Act, 2013. However, the Authorised Share Capital was increased prior to the applicability of Companies Act, 2013. The company has filed a Writ Petition bearing No. WP(C) 5199 of 2015 before the Honble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Companies (Registration Offices and Fees) Rules 2014, which has been decided against the Company.

Against the orders of the Honble Delhi High Court your Company has filed an SLP before the Honble Supreme Court which is registered as SLP( c) 019596/2019. As informed by Companys advocates on records, the Honble Apex Court vide its Order dated 09/08/2019 while issuing Notice to Union of India has directed the Company to deposit Rs.3.22 crores within a period of 6 weeks. The matter SLP is pending adjudication and is hopeful in getting a favourable order from the Honble Apex Court.

9. BUSINESS PERFORMANCE /FINANCIAL OVERVIEW

Your company is presently engaged on the following areas:

• IT Solutions & Products, which comprise of:

System Integration and Networking Solutions (including Hardware);

Enterprise software;

Trading of UDIN Kit.

The entire business has three modes of execution of business i.e. Trading of Hardware and Peripherals; Establishing IT Infrastructure and Customization and up-gradation. Based on the orders, your company procures products / material from leading Dealers and Distributors of leading brands of IT and IT Infrastructure product manufacturers like HP, Samsung, LG, Lenovo, Dell, Acer, etc. thereafter the same are supplied.

Due to stiff and cut-throat competition, low margins coupled with high credit days in Computer Hardware and Peripherals your company had restrained itself doing any business during the year under review

• IT Enabled Services comprising of:

Domain Registr ation & Web Hosting Services VAS & IT enabled Services Software Development

SignDomains™ is Indias first ICANN Accredited domain registrar which offers on-line domain registration of top level domains (TLD) including .com .net .org .info .biz .in etc. to name a few. The Company has tied up with various top level TLDs and offer these TLDs to our clients through its network of over 500 Re-sellers as well as directly by the Company.

Your Company is catering to a client base of over 6500 clients, through its on-line presence and secure payment gateway. Sign Domains TM has several corporates, large portals, resellers and end-users as its clientele.

V-APPSTM is MPSs Customised Software Development Division, which provides development services on web-based and client-server technologies. With MPSs complement of software specialists, the company responds to needs, to opportunities and to challenges, providing a growing ability to support operations either on an on-site or off-shore basis in the following areas:

• New product development

• Customized products

• Product enhancement

• Modification, conversion migration of existing applications

Skills towards the use of powerful computers, advanced equipment, sophisticated software and systems development methodologies and the latest productivity tools are available with your software group to provide high-quality services in the above areas.

Your Company also offers web-hosting solutions on MPS dedicated servers located at server farms and data centers located in US. Presently your company is hosting around 250 websites which includes websites of corporates, individuals, corporations, firms, etc.

Value added services like SMS, payment gateways, messaging, e-identity management, e-commerce are available for corporate clients and other businesses.

Your Company was engaged by CSC e-Governance Services India Ltd. a Central Government organization for providing support for the implementation of the Election project in the state of Gujarat. We were also engaged by CSC e-Governance Services India Ltd. for printing of Election Cards. Currently the contract with UIDAI had not been renewed, but your company is still trading on EPIC card.

During the year under review, the company had generated revenue of Rs. 48.97 lacs, the breakup of which is as under:

Web-Hosting Rs. 4.98 Lacs
Domain Registration Rs. 42.70 Lacs
Commission on Promo Sales Rs. 1.29 Lacs
Software Development Nil
Telecom Nil

Telecommunication

Your Company in the past had been offering a host of telecom enabled services to customers ranging from prepaid mobile top-up, post-paid mobile bill payment, DTH recharge, landline bill payments, data-card recharge / payments, bulk SMS, mobile application and software application. However, with stiff competition not only from the service provider themselves but also from various other e-commerce platform, very low margins, long credit days are some of the constraints with which your company was operating, due to which your company was constrained to shut down the operation.

As the overall business in this sector had considerably declined, your companys management started exploring new areas / avenues to generate revenues for long terms. With this intent in mind, your company has ventured in the field of trading in Mobile Phones in the domestic as well as in the International market.

There was no revenue generated during the year under review from Telecommunication segment due to impact of pandemic COVID-19. Since December, 2019, COVID 19 when for the first time was detected in China and after that in 2021 second wave of COVID 19 hit again due to which your Company were not able to think about start exporting of Blackberry mobile phones. However, the management of your Company is hopeful of regaining the lost ground once the pandemic is over and normal economic activities resume.

During the fiscal year 2020-21, the revenues from operations (standalone & Consolidated) aggregated to Rs. 41.48 lacs (Previous year -Rs. 814.19 lacs) registering a decline in revenues from operations by Rs. 772.71 lacs.

The Company (on standalone & Consolidated) has suffered a loss, before tax, of Rs. (555.87) Lacs and profit after tax (including other comprehensive income), of Rs. 542.52 Lacs.

The losses in the company are attributable to decline in business. Your Company is struggling to cope up with the tough Competition not only from the existing IT companies but also from small traders flooding the already saturated IT & ITeS Segment who are providing products at very low margins. The company is also facing tough competition from the players in the unorganized sector, who are operating for low margins and high credit. The management is of the view that with better utilization of resources, operations of the company will improve. The Company is also exploring other avenues of increasing its market share consequently increasing the stakeholders value.

Though the IT Solutions & Products segment has been underperforming, which is again mainly due to tough competition, low margins and long credit period yet your company is taking stern steps to increase its market share in IT Solution & Products segment and is optimistic of a steady growth in this sector in the coming years.

SEGMENT WISE PERFORMANCE

The segment wise revenues and profits / (loss) are tabulated hereunder:

Amount (Rs. i n Lacs)
Segment

Standalone

Consolidated

2021-22

2020-21 2021-22 2020-21
IT Solutions & Products

-

- - -
IT Enabled Services

48.97

41.48 48.97 41.48
Telecommunication
Total

48.97

41.48 48.97 41.48
Segment results - Profit / floss) (before Interest & Tax)
IT Solutions & Products

-

- - -
IT Enabled Services

(141.43)

(127.86) (141.43) (127.86)
T elecommunication

-

- - -
Total (141.43] (127.86) (141.43) (127.86)
Less: Interest 26.77 63.47 26.77 63.47
Less: Other un-allocable Expenditure net off. 372.07 373.07 372.07 373.07
Add: Un-allocable Income 84.99 8.54 84.99 8.54
Profit before Tax (454.98] (555.87) (454.98) (555.87)

The decline in the business of the Company is continuing, which is mainly due to stiff competition both from the organized sector as well as unorganized sector, low margins, long credit periods, purchase of stock in cash and sale on credit; number of mobile applications for making long distance calls including video calls, various e-commerce sites which are providing similar / same services with lucrative schemes; etc. Though all the segments in which your company is operating are under performing, however, the company is exploring to venture into newer areas within the above segments to increase its revenues and consequently increase in the stakeholders value. Your company is optimistic that the steps that it is taking will eventually yield better results in the times to come. Your company has already ventured into exporting mobile phones and had generated revenues, however due to COVID-19 pandemic since December 2019, and consequent lock down worldwide, the operations had to be stopped.

Your Company is optimistic and expects to generate revenues in the times to come.

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and to the date of the report.

In summary, despite various limitation and adversaries which your company is facing, due to which the revenues had declined, yet your company is exploring newer avenues of business to increase its market share consequently increasing the stakeholders value.

10. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ASSOCIATE COMPANIES

Presently your company has three (3) wholly owned foreign subsidiaries namely, M/s. Axis Convergence Inc, incorporated in Mauritius; Greenwire Network Limited, a company incorporated under the laws of Hong Kong; and Opentech Thai Network Specialists Co. Ltd., incorporated under the laws of Thailand. In the AGM held on 30th September, 2021, the members, on the recommendation of the Board of Directors, had approved dis-investment in these wholly owned subsidiaries as it wanted to concentrate itself in its existing business. Your Company had deferred its decision to sell its stake as the market conditions were not conducive for such sale.

The main business of the subsidiary companies is sale & purchase of telecom services viz. International Voice minutes and promotional SMS pack The work is online and the ground work is done by the agents / companies in their respective country. Further the management of the work is wholly software driven like SMS gateways and soft switches for voice.

Though there has not been any material change in the nature of the business of the subsidiaries, yet during the year under review, these subsidiary companies have not contributed to the consolidated revenues of the company on account to various factors some of which have already been mentioned above.

The Board of Directors of your company regularly reviews the affairs of the subsidiaries. The performance and financial position of the subsidiaries included in the consolidated financial statement is provided in accordance with the provisions of section 129(3} read with Rule 5 of the Companies (Accounts] Rules, 2014 and contains the salient features of the financial statement of the companys subsidiaries in Form - AOC-1 in "Annexure - A" to this report.

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (IND AS 110] issued by the "The Institute of Chartered Accountants of India" and shown the financial resources, assets, liabilities, income, profits and other details of your company and its subsidiaries as a single entity, after elimination of minority interest.

In accordance with section 136 of the Companies Act, 2013 Audited Financial Statements, including the consolidated financial statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on our website www.mpsinfotec.com.These documents will also be available for inspection till the date of the ACM during business hours at our registered office in New Delhi.

11. HUMAN RESOURCES

Human resources are the set of the people who make up the work force of an organization, business sector, industry, or economy. As a technology-led design Company, we continue to focus on attracting and retaining top talent. Human resources play an important part of developing and making a company or organization at the beginning or making a success at the end, due to the labor provided by employees. Human Resources are intended to show how to have better employment relations in the workforce. Also, to bring out the best work ethic of the employees and therefore making a move to a better working environment

At MPS attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. Our goal has been to create an open and safe workplace where each and every employee feels empowered to contribute to the best of their abilities, irrespective of gender, sexual preferences or any other classification that has no bearing on the employees work output.

Your Company is committed to providing a comprehensive employment experience to Associates with the flexibility to balance both professional and personal commitments. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership. Your Company invests substantially in employee engagement to motivate employees and encourage social communication and collaboration. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company consists of six members including a woman director. The composition of the Board comprise of a Managing Director, who is promoter of the company also; two Nonindependent non-executive director; and three Independent Directors.

As per the provisions of the Companies Act; 2013, Mr. Ram Niwas Sharma (DIN:08427985) the nonexecutive and non-independent director, whose office is liable to retire at the ensuing AGM, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment. The notice convening the 33rd AGM, to be held on September, 2022, sets out the details.

During the year under Review, Mr. Vishal Anand was appointed as Chie Executive Officer (CEO) of the Company w.e.f 9th February, 2022. Mr. Vishal Anand was the Chief Executive Officer (CEO) of the Company for the period of two years i.e., 12th February, 2015 to 13th February, 2017. Mr. Vishal Anand is a graduate from Birla Institute of Technology and Science and holding Post Graduate Diploma in Treasury & Forex management from ICFAI He informed the Board that he has a rich experience of 21 years in E-business consulting; Online Experience, Internet Marketing and Analytics, Usability and User Research, User Engineering Process, Information Architecture, Visual Design and Branding. His Specialties are Strategic

planning & execution, Online business management, Product research & development, Operations, Process re- engineering, Online Marketing, Affiliate creation, Business alliances & amp; delivery. Website traffic growth, Product Enhancement & Planning of product delivery.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. No sitting fees, commission has been paid by the company to the Nonexecutive Director of the Company except reimbursement of expenses incurred by them.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Mr. Peeyush Kumar Aggarwal- Managing Director, Mr. Sanjay Sharma - Chief Financial Officer, Mr. Vishal Anand- Chief Executive Officer (CEO) and Mrs. Garima Singh - Company Secretary.

The Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees will be available on the Companys Website i.e., https://www.mpsinfotec.com/investors zone.html. During the year, Performance Evaluation of Independent Directors and other Board Members as well as committees of the Board was done in terms of the Act and Regulations.

13. DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Ram Niwas Sharma (DIN: 08427985) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

14. COMMITTEES OF THE BOARD

As on March 31, 2022, the Board had five committees namely: The Audit Committee, The Nomination & Remuneration Committee, The Stakeholders Relationship Committee, The Corporate Social Responsibility and The Risk Management Committee. A majority of the committees consists entirely of independent directors.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

15. DECLARATION OF INDEPENDENT DIRECTORS OF THE COMPANY

As on date of this report, the Board comprises of 6 (seven) Directors. The composition includes 3 (three) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

16. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The NRC has also reviewed tire performance of the individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 12th June, 2021 without the attendance of non-independent Directors and members of Management.

17. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board Reports.

18. MANAGERIAL REMUNERATION

The statement containing particulars of employees as required under section 197of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to all the members 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 be made available for inspection at the registered office of the Company during working hours.

19. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industr y experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website, at http://www.mpsinfotec.com/investors zone.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Your Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence erf a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board. The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management

Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Bcrard. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel cm the Bcrard shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at http://www.mpsinfotec.com/investors zone.

There has been no change in the policy since last fiscal.

None erf the directors erf the Company received any remuneration or commission frerm Subsidiary Companies of your Company.

19. ANNUAL RETURN

In accordance with the Companies Act, 2013, as amended, the Annual Return in the prescribed format is available at httir://www.mnsinfotec.com /investors /.one.

21. BOARD & COMMITTEE MEETING

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

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

22. MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met on June 12,2022 and evaluated and reviewed the performance of non-independent directors, the Board as a whole and the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. The Independent Directors in their separate meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

From time to time familiarization program are arranged by the Company for Independent Directors with regard to their roles, rights, responsibilities with the Company, the nature of the industry in which the Company operates and business model of the Company and as and when the familiarization program are conducted the same are displayed under Investors Zone on the companys website www.mpsinfotec.com.

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

There are no material changes affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of the Report same & except as mentioned at point no. 9 above titled "details of significant and material order passed by the regulator or courts or tribunals impacting the going concern status and the companys operations in future."

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorized use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. In order to supplement the Internal Control process, your Company has engaged the services of M/s Sanghi & C0.„ to function as Internal Auditors.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

25. AUDITORS

A. Statutory Auditor

There is no change in the Statutory Auditors of the Company. M/s. Nemani Garg Agarwal & Co., Chartered Accountants) Firm Registration No. 01019N continues to remains the Statutory Auditors of the Company Statutory Auditors of the Company till the conclusion of AGM to be held in 2023.

AUDITORS REPORT

The observations made in the Auditors Report are as under:

I. In case of the following items shown as intangible Assets / inventory, no provision for impairment of assets has been made in accordance with accounting policies E and F (Schedule to the accounts) and applying Ind AS 36 -

(a) Intangible Assets under development (Capital work-in-progress) - Rs. 56.44 Crores (Software development)

(b) Software rights - Rs. 15.93 crores

(c) Opening Stock (Source Codes) - Rs. 62.22 Crores

In the absence of valuation reports of above assets the extent of impairment and its impact on profit and loss account, reserves and surplus is not ascertained.

II. Investment in subsidiaries Rs. 61.75 Crores - There are no operations in these overseas subsidiaries and no audit of accounts has been done and no updated information has been received. No provision has been made for the shortfall in value of the investment in accordance with Ind AS 36.

III. The Company has shown in the balance sheet, bank balances in Banco Efisa (Lisbon Portugal) amounting to Rs. 347,892,163 (USD 8,883,210.75) which the bank has adjusted and the matter is in the court of law. Consequently the bank balances shown in balance sheet are overstated by Rs. 347,892,163/- The above bank balance relates to FY 2008-09 which is treated as a current asset. No provision has been made for the possible loss on account of above.

IV. Other non-current assets include other loans and advances of Rs. 222.09 Cr. which are considered to be good for recovery. However as the terms and conditions regarding these loans have not been provided to us we are unable to ascertain and comment on the extent of realisability of this asset

V. The Company had increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50 crores during the period from FY-2010-11 to FY 2012-13, ROC fees of Rs. 6.83 crores towards the above stands payable, under the head "Other Current Liabilities"

VI. Income Tax for the Assessment year 2013-14 amounting to Rs. 20.80 lacs and interest thereon is still payable although provided for.

Our opinion is not modified in respect of these matters.

(a) We also draw your attention to Note No. 6 to the standalone financial results which describes the uncertainties and the impact of COVID 19 pandemic on the Companys operations and results as assessed by the management. Our opinion is not modified in respect of this matter.

Observations made by the Statutory Auditors in their report on the consolidated financial statements:

1. The following items shown as Intangible Assets / Inventories, no provision for impairment of assets has been made in accordance with Ind AS 36 -

(a) Intangible Assets under development (Capital Work-in-progress] (software development) Rs. 56.44 Cr.;

(b) Software rights Rs. 15.93 Cr.; and

(c) Opening Stock (Source Codes)-Rs.62.22 crores

In the absence of valuation reports of above assets the extent of impairment and its impact on profit and loss account, reserves and surplus is not ascertained.

2. Assets of subsidiaries - Rs. 16.93 cr;

Though Company has no subsidiaries in India; the consolidated statements include those of 3 subsidiaries in Mauritius, Hong Kong and Thailand. There have been no operations in these overseas subsidiaries since the last few years, nor is there updated information in respect thereof.

The consolidated financial statements as of 31st March 2022 include the following, pertaining to the 3 subsidia lies:

(a) Total assets of -Rs.16.93 Cr. which are not material to the Group

(b) Total revenue of-Nil.

(c) Net cash inflows of - NIL for the year ended on that date.

The consolidated statements also include the holding companys share of net loss (and other comprehensive income) of NIL for the year under review.

No audit of the subsidiaries has been done either by us or by a local audit Firm; such unaudited financial statements and information have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosure included in respect of these subsidiaries and our report in terms of subsections 3 and 11 of section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on such un-audited financial information.

3. Goodwill (Investment in subsidiaries) aggregating to Rs. 61.69 Cr.

In the absence of valuation reports of Goodwill, the extent of impairment and its impact, if any, on profit and loss account, reserves and surplus is not ascertained.

There is also uncertainty in the realization of receivables of these subsidiaries, aggregating to Rs. 16.59 Cr. In the absence of balance confirmation, we are unable to comment on the same and its impact on profit and loss account, reserves and surplus is not ascertained.

4. Disputed bank balance in overseas Bank Rs. 34.79 Cr.

The Company has shown in the balance sheet; bank balances in Banco Efisa (Lisbon Portugal) amounting to Rs.347,892,163 (USD 8,883,210.75) which the bank has adjusted and the matter is in the court of law. Consequently the bank balances shown in balance sheet are overstated by Rs. 347,892,163/-. The above bank balance relates to FY 2008-09 which is treated as a current asset No provision has been made for the possible loss on account of above.

5. Other non-current assets include other loans and advances of Rs. 222.09 Cr. which are considered to be good for recovery. However as the terms and conditions regarding these loans have not been provided to us we are unable to ascertain and comment on the extent of realisability of this asset.

6. The Company had increased its Authorized Capital from Rs.52.45 Crores to Rs. 377.50 crores during the period from FY 2010-11 to FY 2012-13, ROC fees of Rs. 6.84 crores towards the above stands payable although provided for.

7. Income Tax for the Assessment year 2013-14 amounting to Rs. 20.80 lacs and interest thereon is still payable although provided for.

Our opinion is modified in respect of these matters

We also draw your attention to Note No. 7 to the consolidated financial results which describes the uncertainties and the impact of COVID 19 pandemic on the Companys operations and results as assessed by the management.

Our opinion is not modified in respect of these matters.

Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications made by the Auditors in their report your directors state as under:

Audit Qualification I (a) to (c) - In the opinion of the management matter regarding valuation of intangible assets, inventory including capital in work in progress, software rights as also any possible impairment needs to be seen in the context of the peculiar nature of the software industry and the prevailing circumstances. The management is confident that these assets will fetch more value than the cost incurred once the business environment stabilizes. The management has therefore not considered any provision on account of impairment of intangible assets;

Audit Qualification II - The management is making efforts to revive the business of subsidiaries and feels confident that investment made in subsidiaries will be realized. It has therefore not made any provision on account of impairment in value of investment in subsidiaries.

Audit Qualification III - The Company has filed a civil suit bearing No. 2446/12.2TVLSB before the 10th Lower Court of Lisbon, Portugal and the matter presently is pending and sub-judice. The Company has no additional explanation to offer as the matter is sub-judice.

Audit Qualification IV - The loans & advances include a sum of Rs. 220 Crores advanced by the Company for establishing a Data Centre at Bareilly. However, the builder Company could not develop the data center. The management of the company has initiated settlement with the builder and expects to recover the amount. Further these loans and advances are made in the normal course of business which is considered to be good for recovery.

Audit Qualification V - The Company had initiated writ petition bearing no. WP (C) 5199/2015 pending before the Honble Delhi High Court challenging the applicability of provisions prescribed under para 3 of table B under Companies (Registration of Offices and Fees) Rules, 2014 had been dismissed vide order dated 15/01/2019. An SLP before the Honble Supreme Court has been filed against the orders passed by the Honble Delhi High Court and has been registered as SLP(C)019596/2019. As informed by our Advocates on records, the Honble Apex Court vide its Order dated 09/08/2019 while issuing Notice to Union of India has directed the Company to deposit Rs. 3.22 crores within a period of 6 weeks; The matter SLP is pending adjudication and is hopeful in getting a favourable order from the Honble Apex Court

Audit Qualification VI - The Company has already provided for the amount payable towards Income Tax for AY 2013-14 along with interest hence this liability has no further impact on the profits / retained earnings of the reported period of the Company.

Board of Directors comments on the qualified report submitted by the Statutory Auditors on the Consolidated Financial Statements is as under:

Audit Qualification 1 (a) to (c) - The company will be able to take business benefits once adequate funds are realised from other assets of the Company. Adequate measures are being taken by the Company to realised these assets. The management has therefore not considered any provision on account of impairment of intangible assets.

Audit Qualification 2 - The Company is making all efforts to revive the business in these subsidiaries, however, the same is possible once the Company has realised funds from other assets of the Company. The Company is also in the process of selling its investment in its subsidiaries for which consent of the members have already been obtained. The management has therefore not considered any provision on account of impairment of intangible assets.

Audit Qualification 3-The Company has made investments in these foreign subsidiaries which are being reflected in the consolidated financial statement as Goodwill and have been shown at cost of acquisition. The company expects to take business benefits once adequate funds are realized from other assets of these subsidiaries. The Company is also making efforts to revive the business of these subsidiaries however, due to COVID-19 pandemic, the efforts of reviving these subsidiaries have suffered a setback but the company hopes to revive the business whenever this pandemic is over. The management has therefore not considered any provision on account of impairment of intangible assets.

Audit Qualification 4 - SEBI had investigated the GDR issue of the Company and vide SEBI (WTMs) order dated 6th March, 2020 inter-alia, had directed that the Company shall continue to pursue the measures to bring back the outstanding amount of $6.90, million into its bank account in India and is restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, directly or indirectly, in any manner whatsoever or being associated with the securities market in any manner, whatsoever, till compliance with directions contained in the said orders, for an additional period of two years from the date of bringing back the money.

Further SEBI vide its order dated 27.11.2020 had imposed a penalty of Rs. 10,00,00,000/- on the Company. The Company is also in receipt of recovery Certificate from SEBI and consequent thereon the SEBI has freezed the bank accounts of the Company from April, 2021. The Company has filed an appeal before the Honble Securities Appellate Tribunal, against the orders dated 06/03/2020 and 27/11/2020. The appeal were heard on 20/04/2022 and the Honble SAT while condoning the delay in filing the appeal has directed SEBI to file reply within a period of 6 weeks. The appeals are now listed for hearing on 30/06/2022.

Audit Qualification 5-The loans & advances include a sum of Rs. 220 Crores advanced by the Company for establishing a Data Centre at Bareilly. However, the builder Company could not develop the data center. The management of the company has initiated settlement with the builder and expects to recover the amount. Further these loans and advances are made in the normal course of business and is considered to be good for recovery.

Audit Qualification 6- Your Company had initiated writ petition bearing no. WP( c) 5199/2015 pending before the Honble Delhi High Court challenging the applicability of provisions prescribed under para 3 of table B under Companies (Registration of offices and Fees) Rules, 2014 had been dismissed vide order dated 105/01/2019. An SLP before the Honble Supreme Court has been filed against the orders passed by the Honble Delhi High Court and has been registered as SLP( c) 019596/2019. As informed by Companys advocates on records, the Honble Apex Court vide its Order dated 09/08/2019 while issuing Notice to Union of India has directed the Company to deposit Rs.3.22 crores within a period of 6 weeks. The matter SLP is pending adjudication and is hopeful in getting a favourable order from the Honble Apex Court.

Audit Qualification 7- The Company has already provided for the amount payable towards Income Tax for AY 2013-14 along with interest hence this liability has no further impact on the profits / retained earnings of the reported period of the Company.

B. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2021-22.

Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under:

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the secretarial auditors of the Company to examine the compliance of all applicable SEBI Regulations and circulars / guidelines and provide their report The Secretarial Auditors vide their report dated 23rd August, 2022, have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued there under.

The Secretarial Audit Report is provided as "Annexure-C". There are observations, qualifications, reservation or adverse remark or disclaimer made in the Secretarial Audit Report which is enumerated hereunder:

(a) Penalty of Rs.10,00,00,000/- (Rupees Ten Crore Only) is imposed on the Company through an order dated 27.11.2020 in the matter of GDR issue of the Company under the provisions of Section 15 HA of the SEBI Act, 1992 and Section 23E of SCRA, 1956 for violation of Section 12A(a), (b) and (c ) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) & (d),4(1),4(2) (f), (k) and ( r) ofSEBI (prohibition of Fraudulent and Unfair Trade Practices Relating to FUTP) Regulations, 2003, Section 21 of SCRA, 1956 read with clause 32, 36(7) and 50 of the listing agreement. The Management of the Company has informed that against the orders passed by SEBI, an appeal before Honble Securities Appellate Tribunal has been filed by the Company and the same is pending adjudication.

(b) The Company has increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50 crores during the period of FY-2010-11 to FY 2012-13, respectively against which ROC fees of Rs. 6.84 crores (fees calculated as per Companies Act, 1956) stands payable, under the head "Other Current Liabilities" in the financial statements of the period under review.

(c) Non-deposit of Income Tax for the Assessment Year 2013-14 amounting to Rs.20,80,000/-. In this regard, Mr. Sanjay Sharma, chief Financial Officer of the Company informed the Board that non-deposit of Income Tax has been made in the Books of Accounts and there is no further impact on the profits or retained earnings of the Company.

(d) The Company has three foreign subsidiaries; however, the company is not regular in complying with RBI Directives issued in this regard as well as FEMA.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards.

C. Internal Auditor

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee has appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2021-22.

26. PARTICULARS OF EMPLOYEES

No employees were employed throughout the Financial Year who was in receipt of remuneration of Rs. One crore and two lakh rupees or no employee employed for a part of the financial year, was in receipt of remuneration of eight lakh and fifty thousand rupees per month.

The ratio of the remuneration of whole-time director and key managerial personnel (KMP) to the median of employees remuneration as per section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to all the members 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 be made available for inspection at the registered office of the Company during working hours.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at http://www.mpsinfotec.com/investorszone. The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions are placed before the Audit Committee and also the Board for approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

Further, during the year, your Company has entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations. These transactions are in the ordinary course of business and are on arms length basis.

Except Mr. Peeyush Kumar Aggarwal and M/s Omkam Global Capital Markets Private Limited, None of the Directors have any material pecuniary relationships or transactions with the Company except to the extent of their shareholding.

Pursuant to Section 134 (3)(h) of the Companies Act; 2013 and Rules made there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act; 2013, in the prescribed Form AOC-2 is annexed herewith as "Annexure-B."

28. 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 work culture that promotes the dignity of all employees. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, Prohibition and Redressal of sexual harassment at the workplace.

The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. CORPORATE GOVERNANCE

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.

To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

At MPS, the Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions. Our Corporate governance report together with a Certificate from the Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Listing Regulations for fiscal 2022 forms part of this Annual Report.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Nemani Garg Agarwal & Co., Chartered Accountants, Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report. A Certificate of the CEO and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, 2015 forms part of this Report.

31. COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act 2013 are not applicable for the business activities of the Company.

32. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and contr ols. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

33. VIGIL MECHANISM

Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

35. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of Companies Act, 2013, the Company has constituted a CSR Committee and also in line with requirement CSR Policy is formed by the Company the details of which are available on the website of the Company (URL: www.mpsinfotec.com/investors zone). Due to inadequacy of profit the Company had not contribute any amount towards CSR activities as required under the CSR Rules, 2014.

The Corporate Social Responsibility Committee of the Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companys website at the link: https://www.mpsinfotec.com/investors zone.

The companys CSR Policy intends to:

• Strive for economic development that positively impacts the society at large with minimal resource footprint.

• Embrace responsibility for the Companys actions and encourage a positive impact through its activities on hunger, poverty, malnutrition, environment, communities, stakeholders and the society.

The Composition of the CSR Committee during the Financial Year 2021-22 is:

Mr. Peeyush Kumar Aggarwal Managing Director and Promoter and Chairman of the Committee.
Mr. Manoj Kumar Jain Independent Director and Member of the Committee.
Mrs. Madhu Sharma Independent Director and Member of the Committee.

Prescribed CSR Expenditure (two per cent of the amount as in item 3 above]: The average net profits for preceding 3 financial years are in negative, therefore no amount that 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

• Manner in which the amount sent during the financial year is detailed below:

1 2 3 4 5 6 7 8
S. N o. CSR Proje ct or activit y identi fied Sect or in whic h the Proj ect is cove red Projects or Programs (1) Local Area or other [2) Specify the State and district where projects or programs was undertak en Amoun t outlay (budge t) project or progra m wise Amount spent on the projects or progra ms Subheads: Direct expendit ure on projects or programs overhead s Cumulativ e expenditu re upto the reporting period Amount spent direct or through impleme nting agency
Not Applicable since the company had suffered losses during the last three years

36. DISCLOSURE REQUIREMENT

As per Regulation 34 of the SEB1 (Listing Obligation and Disclosure Requirement) Regulations 2015, corporate governance report with auditors certification thereon and management discussion and analysis are attached and forms part of this report.

Details of familiarization programme of the independent directors are available on the website of the Company (URL: httD://mDsinfotec.com/pdf/Familiarization-Programme-for-lndeDendent-Directors.Ddn

Amended Policy on dealing with related party transactions is available on the website of the Company (URL: http://mpsinfotec.com/pdf/CC/Policv-on-Related-Partv-Transaction.pdn

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Regulation 22 of the listing agreements with Stock Exchanges. (URL: http://mpsinfotec.com/pdf/CC/vigil mechanism.pdO

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The remuneration policy is also available on the companys website. (URL: http://mpsinfotec.com/pdf/Nomination-&-Remuneration-Policv.Ddn

37. DEPOSITS

Though Your Company has not accepted any fixed deposits and, as such, no amount of Principal or interest on deposits from public was outstanding as of the date of balance sheet yet pursuant to the provisions of Chapter V of the Act, below are the details relating to deposits:

S. Particulars No Amount *Rs. / Remarks
(a) Accepted during the year Nil
(b) Remained unpaid or unclaimed as at the end of the year Nil
1 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
(iii) at the beginning of the year Nil
(ii) maximum during the year Nil
(iii) at the end of the year Nil

38. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

39. RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavor, constantly invests in and undertakes research & development aimed at improving its solutions. MPS has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide l.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holders value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities MPS stress is on continuous innovation and research, based on market requirements and customer expectations.

40. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31st March, 2022 shall be placed on the website of the Company at https://www.mpsinfotec.com/annualv.html.

41. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

Particulars Year ended 31.03.2022 Year ended 31.03.2021
Foreign exchange earnings NIL Rs.0.39 Lacs
Foreign exchange Outgo Rs. 7.92 Lacs Rs. 21.37 Lacs

42. DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards), Amendment Rules, 2016.

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

a) in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures;

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

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 on a going concern basis;

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the company, work performed by the Internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021-22.

43. ACKNOWLEDGEMENTS

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

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

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

For and on Behalf of the Board of Directors
MPS Infotecnics Limited
SD/- SD/-
Peeyush Kumar Aggarwal Rachit Garg
Managing Director Director
DIN:00090423 DIN:07574194
Place: New Delhi
Date: 30/05/2022