DIRECTOR'S 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 Hon'ble 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 Company's 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 Hon'ble 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 Hon'ble 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. Director's 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 Director's
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 company's 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 company's 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 arm's
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
arm's 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. Hon'ble 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 Hon'ble 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 Hon'ble 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 Company's 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
Company's 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 |
|