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MPS Ltd.

BSE: 532440 | NSE: MPSLTD |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE943D01017 | SECTOR: Printing & Stationery

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2010

Director’s Report

REPORT OF THE BOARD OF DIRECTORS

DEAR SHAREHOLDERS,

The Board of Directors hereby submit the report of the business and operations of the Company along with Audited Financial Statements for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company during the financial year 2018-19 is as under:

(Rs in lacs)

 

Standalone

Consolidated

Particulars

For the year ended 31.03.2019

For the year ended 31.03.2018 |

For the year ended 31.03.2019

For the year ended 31.03.2018

Gross Income

24,998.00

24,343.33

38,779.70

29,001.23

Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)

11,251.40

10,822.98

11,860.82

11,003.22

Finance Charges

19.05

12.66

19.05

12.66

Provision for Depreciation

646.08

753.72

1,106.60

804.53

Profit Before Tax (Excluding Exceptional Item)

10,586.27

10,056.60

10,735.17

10,186.03

Exceptional Cost

-

-

-

-

Provision for Tax

3,112.27

3,23541

3,131.64

3,165.09

Net Profit After Tax

7,474.00

6,821.19

7,603.53

7,020.94

Other Comprehensive Income

(9.55)

(62.69)

337.70

28.04

Total comprehensive income for the year, net of tax

7,464.45

6,758.50

7,941.23

7,048.98

Retained Earnings brought forward from previous year

21,881.32*

15,122.82*

22,666.90*

15,708.65*

Retained Earnings available for appropriation

29,345.77

21,881.32*

30,331.30

22,666.90*

Dividend paid

(2,234.03)

-

(2,234.03)

-

Income tax on dividend

(459.21)

-

(459.21)

-

Transfer to General Reserve

-

-

-

-

Surplus Carried to Balance Sheet

26,652.53

21,881.32*

27,638.06

22,666.90*

OPERATIONAL HIGHLIGHTS

Standalone

Revenue from operations for the year ended March 31, 2019 stood at Rs 223.96 crores as against Rs 218.34 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2019 was Rs 74.74 crores and EPS Rs 40.14 per share as against Rs 68.21 crores and Rs 36.64 per share respectively for the previous year.

Consolidated

Revenue from operations for the year ended March 31, 2019 stood at Rs 362.54 crores as against Rs 26703 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2019 was Rs 76.04 crores and EPS Rs 40.83 per share as against Rs 70.21 crores and Rs 3771 per share respectively for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the Act), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) have been followed.

DIVIDEND

Based on the Company's performance, the Board of Directors have recommended a dividend of Rs 25 per equity share (face value Rs 10 per equity share), amounting to Rs 56.11 crores including dividend distribution tax, for the financial year 2018-2019. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and will be paid within the statutory period, to the members whose names appear in the Register of Members, as on record date, July 17, 2019.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividend are required to be transferred by the Company to the Investors Education and Protection Fund (IEPF) established by the Central Government of India, after the completion of seven years. Further, according to Section 124(6) of the Companies Act, 2013 and the rules made there in, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF

Accordingly during the year under review, the Company has transferred an amount of Rs 96,616 unpaid or unclaimed interim dividend for the Financial Year 2011-12 on March 02, 2019 to the Investors Education and Protection Fund established by the Central Government under Section 125 of the Act. The Company has transferred 247 shares to IEPF for which dividend have remained unpaid or unclaimed for seven consecutive years.

Details regarding unclaimed dividend lying with the Company as on July 27, 2018 (date of last Annual General Meeting) has been updated on the website of the Company, (www.mpslimited.com/investors). and also on the website of Ministry of Corporate Affairs. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company's Registrar and Share Transfer Agent (the RTA) for claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company's website.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 is separately disclosed in the Annual Report.

The Consolidated Financial Statement up to and for the year ended March 31, 2019 was prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (previous GAAP), notified under Section 133 of the Act and other relevant provisions of the Act.

As per the requirements of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC -1, is attached to the Consolidated Financial Statement.

STATUTORY AUDITORS AND AUDIT REPORT

At the 46th Annual General Meeting (AGM) held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2019 read with relevant Notes thereon is self-explanatory and does not call for any further explanations. The Auditor's Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

SHARE CAPITAL

During the year there has been no change in the paid up equity share capital of the Company which stood at Rs 18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

ACQUISITION

During the year under review, the Company acquired Tata Interactive Systems, the eLearning business of Tata Industries Limited in India, through the wholly owned subsidiary, MPS Interactive Systems Limited and all the shares held by Tata Industries Limited in Tata Interactive Systems, AG and Tata Interactive Systems GmbH currently named as MPS Europa AG and TOPSIM Gmbh respectively. This marks the Company's definitive entry in the enterprise space and reduces the risk and dependence from its core business.

The acquisition takes the Company into an adjacent market segment of eLearning where it leverages on its strong content capabilities developed over 50 years. The acquisition has provided us with products and services that are driven by process efficiency and industry thought leadership and the Company has gained significant new capabilities in emerging technology and platform solutions along with onshore presence in Europe. It is now in the process of integrating the new acquisition with the rest of MPS.

SCHEME OF AMALGAMATION

During the Financial Year 2017-18 the Board of Directors of the Company had approved the scheme of amalgamation involving amalgamation of ADI BPO Services Limited (post demerger of its 'Infrastructure Management Business Undertaking' into ADI Media Private Limited') into the Company.

The scheme of amalgamation was also approved by the shareholders of the Company on October 25, 2018. Thereafter, the Board of Directors of ADI BPO Services Limited decided to withdraw the Scheme of Demerger of Infrastructure Management Business Undertaking of ADI BPO Services Limited into ADI Media Private Limited and Scheme of Amalgamation of ADI BPO Services Limited (post demerger of its Infrastructure Management Business Undertaking) into the Company. Based on such development, the Board of Directors of the Company approved the withdrawal of Scheme of Amalgamation and declared it to be null and void. Such withdrawal of Scheme of Amalgamation has been approved by NCLT Chennai on February 01, 2019.

SUBSIDIARIES

MPS North America, LLC (MPS North America), wholly owned subsidiary of the Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers.

The revenue of MPS North America LLC for the year ended March 31, 2019 was Rs 6742 crores compared to Rs 71.27 crores during the previous year. The Profit before tax for the year was Rs 4.93 crores and Profit after tax and before other comprehensive income was Rs 341 crores as compared to the previous year's Profit before tax of Rs 3.60 crores and Profit after tax and before other comprehensive income of Rs 2.69 crores respectively.

MPS Interactive Systems Limited, wholly owned subsidiary of your Company, incorporated on May 10, 2018 is focused on high end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning.

The revenue of MPS Interactive Systems Limited for the period ended March 31, 2019 was Rs 63.03 crores. The Loss before tax for the period ended on March 31, 2019 was Rs 4.81 crores and Loss after tax and before other comprehensive income was Rs 4.09 crores respectively.

The primary focus during the year was to arrest revenue decline, optimize cost and to run the business profitably. The initiatives taken by us have started yielding favorable results.

TOPSIM GmbH: MPS Limited acquired the shares held by Tata Industries Limited in its wholly owned subsidiary, Tata Interactive System, GmbH on July 02, 2018 that is now named as TOPSIM GmbH. The Company is focused on multiplayer workshop-based simulations platform for management education.

The revenue of TOPSIM GmbH for the period ended March 31, 2019 was Rs 15.55 crores. The Loss before tax for the period was Rs 1.61 crores.

MPS Europa AG: MPS Limited acquired the shares held by Tata Industries Limited in its wholly owned subsidiary, Tata Interactive System AG on July 05, 2018, that is now named as MPS Europa AG. The Company is focused on Assessment Engine, Learning Management Platform for management education.

The revenue of MPS Europa AG for the period ended March 31, 2019 was Rs 8.73 crores. The Profit before tax for the period was Rs 0.41 crores.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

BOARD MEETINGS

The Board met seven (7) times during the financial year 2018-19, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report.

The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting evaluated and discussed the performance of Non-independent Directors, Managing Director, Board, Committees and Chairperson of the Company. After evaluation, all the Board Members submitted the duly filed in Evaluation Form for self-assessment, Board Evaluation Form and the Committees evaluation forms to the Chairman of the Company.

The Performance of the individual Directors was reviewed on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of the Committees was evaluated after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

DIRECTORS, KEY MANAGERIAL

PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Nishith Arora, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 49th Annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company.

Changes in the Board and Key Managerial Personnel Board

Mr. Ambarish Raghuvanshi was appointed as an Independent Director to hold office with effect from May 01, 2018 and up to April 30, 2023 as approved by the shareholders in the 48th AGM of the Company.

Mr. Rahul Arora had been CEO and Whole Time Director of the Company since August 12, 2013. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee appointed him as the Managing Director of the Company for a period of five years with effect from August 12, 2018 to August 11, 2023, subject to the approval of Central Government and shareholders of the Company. The appointment and remuneration of Mr. Rahul Arora was further approved by way of special resolution passed by the shareholders through postal ballot on October 24, 2018 and by the Central Government on January 30, 2019.

Mr. Sunil Shah was appointed as an Additional Independent Director of the Company on December 11, 2018. Thereafter, his appointment for a consecutive term of five years with effect from January 18, 2019 to January 17, 2024 was approved by the Board on January 18, 2019, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

Mr. D.E. Udwadia resigned from the directorship of the Company with effect from March 29, 2019. The Board Members thank him for his guidance and contribution during his tenure of 25 years with the Company.

Mr. Vijay Sood was appointed as an Independent Director of the Company by the members at the 44th AGM of the Company held on August 08, 2014 for a period of five consecutive years commencing from May 22, 2014 to May 21, 2019. As per Section 149(10) of the Act, an Independent Director shall hold office for a term of five consecutive years on the Board of a Company, but shall be eligible for re-appointment subject to approval of the shareholders by passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company. Based on the recommendation of Nomination and Remuneration Committee, Mr. Vijay Sood, being  eligible for re-appointment as an Independent Director was re-appointed as an Independent Director for second term of five consecutive years from May 22, 2019 to May 21, 2024 by the Board, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

The brief details of expertise and other Directorships/ Committee memberships held by the above Directors, form part of the Notice convening the 49th AGM of the Company.

Independent Directors have declared to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 17 of the Listing Regulations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2018-19.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 the Secretarial Audit Report of material unlisted subsidiary, shall also be annexed with the Annual Report of the Company.

The Secretarial Audit Report of the Company and its material subsidiary, MPS Interactive Systems Limited for the financial year 2018-19 is annexed to this Report as Annexure A

The Secretarial Auditors have not expressed any qualification or reservation in their report and their report is self-explanatory.

Secretarial Auditors had also not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act, and hence no amount of principal and interest thereof was outstanding.

LOANS, GUARANTEES, AND INVESTMENT

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

During the financial year under review, your Company has not obtained any secured term loan. The company has provided term loan of Rs 23,00,00,000 (Rupees Twenty Three Crores) to its wholly owned subsidiary, MPS Interactive Systems Limited.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

Your Company had raised a sum of Rs 150 crores through Qualified Institutional Placement (the QIP) during the financial year 2014-15. The proceeds of the issue (net of issue expenses) were primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law.

We are pleased to share that the QIP funds have been fully utilized for the objects of QIP as detailed below:-

QIP Fund (net of expenses)

14,780

Acquisition of Mag+ companies (net of working capital adjustments)

(2,328)

Acquisition of Think Subscription business

(2756)

Expenses related to acquisition of Tata Interactive Systems

(28)

Closing Balance as on April 01, 2018

11996

Acquisition of Business of Tata Interactive Systems through MPS Interactive Systems Limited

(6784)

Acquisition of Topsim GmBH

(599)

Acquisition of MPS Europa AG

(810)

Expenses related to acquisitions

(84)

Investment in MPS Interactive Systems Limited

(3803)

Closing QIP Fund

0

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, updated criteria for appointment, performance evaluation and for determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Nomination and Remuneration policy of the Company on Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of Director and other matters as required under sub section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing obligation and disclosure requirements) Regulations, 2015, is available on our website www.mpslimited.com/investors The policy has been updated to comply with the amendment in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy is annexed as Annexure B to this Report.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 profit and loss of the Company for that period;

c. The Directors have 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 have prepared these Annual Accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROLS

The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. 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, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company, in the financial year 2018-19, has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to its company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risks and their mitigation is a continuing process. Based on the diversified scale of business operations, your Company has formulated a Risk Management Policy to assist the Board in:

> overseeing and approving the Company's enterprise wide risk management framework; and

> overseeing that all the risks that the organization faces, such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputational, and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company's management systems, organizational structure, processes, standards, code of conduct, and behavior together form a system that governs how the Company conducts its business and manage the associated risks.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2018-19, were on arm's length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. The Company has not, during the year, entered into any related party transaction that may have a potential conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions, as specified in Section 188(1) of the Act, with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of related party transactions of the Company are disclosed in financials statements of the Company.

Your Company has formulated a Policy on Related Party Transaction disseminated on the Company's website www.mpslimited.com/investors

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy, through which employees are provided a platform to raise concerns, in line with MPS' commitments to the highest possible standards of ethical, moral, and legal business conduct and its commitment to open communications. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises an issue against such improper conduct. The policy was further revised to enable employees to report instances of leak of unpublished price sensitive information pursuance to Regulation 9(2A)(6) of the SEBI ( Prohibition of Insider Trading) Regulations 2015.

Policy has been approved by the Directors and placed on the website of the Company at www.mpslimited. com/investors

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility (the CSR) initiatives. In terms of the provisions of Section 135 of the Act, the Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz www.mpslimited.com

Your Company has, during the year, evolved various CSR initiatives which includes imparting primary high-quality education to out-of-school underprivileged girls, imparting computer education to underprivileged children, providing tailor made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care-center for mentally challenged and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the Act, and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the details of the CSR Projects undertaken by the Company during the year are detailed in Annexure E

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder's value legally, ethically and sustainably. Our 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.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The provisions regarding disclosure of particulars with respect to Conservation of Energy are not applicable to the publishing services industry as the operations are not energy-intensive. However, constant efforts are being made to make the infrastructure more energy-efficient.

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was Rs 223.17 crores as against Rs 218.18 crores in the previous year ended March 31, 2018. Foreign exchange outgo was Rs 21.12 crores as against Rs 17.04 crores in the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2019 was Rs 202.05 crores.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Except for the events disclosed elsewhere in the Annual Report, no significant change or development, that could affect the Company's financial position, has occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any regulator or court that would impact the going concern status or future business operations of the Company

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and encouragement to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

 

 

Gurugram

Nishith Arora

May 17, 2019

Chairman

Annexure A

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended/

The Members, MRS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MRS LIMITED (hereinafter called the Company) [Corporate Identification Number: L22122TN1970PLC005795]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 fSCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under. There is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the year under review;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) During the year under review the Company has not issued any new securities mandating compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Company has not formulated any Scheme of ESOP/ESPS and hence the requirement of compliance of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 does not arise;

e) The Company has not issued any debentures during the period under review, and hence the requirement of compliance of the provisions of The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 does not arise;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

g) During the year under review, the Company has not delisted its Securities from any of the Stock Exchanges in which it is listed and hence the compliance of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 is not applicable; and

h) The Company has not bought back any Securities during the period under review, hence the requirement of complying with the provision of The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 & Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 does not arise;

(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company.

1. The Information Technology Act, 2000 and the Rules made thereunder

2. The Special Economic Zones Act, 2005 and the Rules made thereunder

3. The Software Technology Parks of India rules and regulations

4. The Trade Marks Act, 1999

5. The Patents Act, 1970

6. The Copyrights Act, 1957

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory auditor, tax auditor, and other designated professionals.

We have also examined compliance with the applicable clauses / regulations of the following:

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Uniform Listing Agreement entered with BSE Limited and National Stock Exchange of India Limited pursuant to the provisions of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. However, the Company has spent an amount of Rs 196.36 lakhs against the amount of Rs 196.94 lakhs to be spent during the year towards Corporate Social Responsibility.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors / Committee Members and no Director / Member dissented on the decisions taken at such Board / Committee Meeting. Further, in the minutes of the General Meeting including Postal Ballot, the Members who voted against the resolution(s) have been recorded.

We further report that based on review of compliance mechanism established by the Company and on basis of the Compliance certificates issued by the Chief Financial Officer and Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws.

We further report that the above mentioned Company being a Listed entity this report is also issued pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and circular No.CIR/CFD/CMDl/27/2019 dated February 08, 2019 issued by Securities and Exchange Board of India.

We further report that as per the information and explanations provided by the Management, the Company has a Material Unlisted Subsidiary, viz. MPS Interactive Systems Limited, Incorporated in India as defined in Regulation 16(l)(c) and Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that during the audit period, the Company has

1. Obtained the approval of the Board of Directors at their meeting held on April 17, 2018 to invest in MPS Interactive Systems Limited, wholly owned subsidiary of the Company, either by way of equity, preference shares, loans and/or convertible/non-convertible debentures, not exceeding an amount of Rs 80,00,00,000 (Rupees Eighty Crores).

2. Obtained the approval of the shareholders at the General Meeting convened by National Company Law Tribunal, Chennai Bench (NCLT)on October 25, 2018, for Amalgamation between ADI BPO Services Limited (Post Demerger) (Transferor Company) with the Company.

3. Obtained the approval of the Board of Directors at their meeting held on January 18, 2019 to invest and subscribe 4,00,00,000 (Four Crores) equity shares of Rs 10 each equivalent to Rs 40,00,00,000 (Forty Crores) in MPS Interactive Systems Limited, a Wholly Owned Subsidiary of the Company.

4. Obtained the Approval of Central Government vide letter dated January 30, 2019 for the appointment of Mr. Rahul Arora (a Non-Resident Indian) as a Managing Director of the Company for a period of five years w.e.f. August 12, 2018 to 11th August, 2023.

5. Obtained the unanimous approval of the Board of Directors at their meeting held on December 11, 2018 for withdrawal of Scheme of Amalgamation between ADI BPO Services Limited (Post Demerger) (Transferor Company) with the Company. Further NCLT vide order dated February 01, 2019 has approved the withdrawal of the said Scheme.

For R.Sridharan & Associates

Company Secretaries

 

C S R.Sridharan

CP No. 3239

Place : Chennai PCS No. 4775

Date : May 17, 2019 UIN : S2003TN063400

This report is to be read with our letter of even date which is annexed as ANNEXURE -1 and forms an integral part of this report.

'ANNEXURE - 1'

The Members, MPS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

 

For R. Sridharan & Associates

 

Company Secretaries

 

C S R.Sridharan

 

CP No. 3239

Place : Chennai

PCS No. 4775

Date : May 17, 2019

UIN : S2003TN063400

Annexure A1

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

The Members,

MPS INTERACTIVE SYSTEMS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MPS INTERACTIVE SYSTEMS LIMITED (hereinafter called the Company) [Corporate Identification Number: U74999TN2018PLC122594]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the period ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2019 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) Since the Company is an unlisted Company, the question of complying with the provisions of the Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under does not arise;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under. There is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the year under review;

(v) Since the Company is an unlisted Company, the question of complying with the provisions of the following Regulations (a to i) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') does not arise:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial auditor, tax auditor and other designated professionals.

We have also examined compliance with the applicable clauses of the following:

Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Meetings which are convened at shorter notice and agenda / notes on agenda which are circulated less than the specified period, the necessary compliances under the Companies Act, 2013 and Secretarial Standards on Board Meeting are complied with. There are certain businesses which can be transacted through Video Conferencing / Audio Visual means as provided under the Companies Act, 2013 and the relevant Rules made there under. Such meetings of board through video conferencing were properly convened and recorded in compliance with the provisions of Section 173 (2) of the Companies Act, 2013 read with Rule 3 of Companies (Meetings of Board and its Powers) Rules, 2014 relating to businesses that have been transacted through Video Conferencing / Audio Visual means.

Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors and no Director / Member dissented on the decisions taken at such Board Meetings. Further, in the minutes of the General Meeting, the Members who voted against the resolution(s) have been recorded.

We further report that based on review of compliance mechanism established by the Company and on basis of the Compliance certificates issued by the Chief Financial Officer and Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws.

We further report that during the audit period, the Company has

1. Obtained the approval of the Board of Directors at their meeting held on May 28, 2018

- to offer and issue 2,19,90,000 (Two Crores Nineteen Lakhs Nineteen Thousand Only) equity shares of Rs 10/- (Rupees Ten Only) per share aggregating to Rs 21,99,00,000/- (Rupees Twenty One Crores Ninety Nine Lakhs Only) at par on rights basis to the existing Equity shareholders which was allotted on June 18, 2018.

- To offer and issue 2,20,00,000 (Two Crores Twenty Lakhs Only) 8% Non-Cumulative Redeemable Preference Shares of Rs 10/- (Rupees Ten Only) per share aggregating to Rs 22,00,00,000/- (Rupees Twenty Two Crores Only) at par on rights basis to the existing Equity shareholders which was allotted on June 18, 2018.

2. Obtained the approval of the Board of Directors at their meeting held on January 16, 2019 to offer and issue 4,00,00,000 (Four Crores) Equity shares of Rs10/- (Rupees Ten Only) per share, aggregating to Rs 40,00,00,000/- (Rupees Forty Crores Only) at par on rights basis to the existing Equity shareholders which was allotted on February 18, 2019.

For R. Sridharan & Associates

Company Secretaries

 

C S R.Sridharan

 

CP No. 3239

Place : Chennai

PCS No. 4775

Date : May 16, 2019

UIN : S2003TN063400

This report is to be read with our letter of even date which is annexed as ANNEXURE -1 and forms an integral part of this report.

'ANNEXURE - 1'

The Members,

MPS INTERACTIVE SYSTEMS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

Our report of even date is to be read along with this letter

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For R.Sridharan & Associates

Company Secretaries

 

C S R.Sridharan

CP No. 3239

Place : Chennai PCS No. 4775

Date : May 16, 2019 UIN : S2003TN063400

Annexure B

NOMINATION AND REMUNERATION POLICY OBJECTIVE AND PURPOSE OF THE POLICY:

The objective and purpose of this policy are: e To [ay down criteria with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions of the Company and recommend to the Board of Director their appointment and removal.

e To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies engaged in the industry as the Company.

e To carry out evaluation of the performance of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

e To retain, motivate and promote talent and to ensure long term sustainability of talented Managerial Persons and create competitive advantage.

• To determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

• To recommend to the Board, all remuneration, in whatever form, payable to senior management.

EFFECTIVE DATE:

This policy shall be effective from April 01, 2019.

DEFINITIONS:

e Independent Director means a Director as defined in Section 149 (6) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement with the Stock Exchanges and any further amendment or modification made thereto.

e Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director; (ii) Whole-Time Director; (iii) Chief Financial Officer; (iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

• Senior Management means officer/ personnel of the Company who are Members of its Core Management team excluding Board of Directors comprising all Members of Management one level below the Managing Director / Whole Time Director/ Manager Chief Executive Officer and shall specifically include the Chief Financial Officer and the Company Secretary. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to

e Directors (Executive and Non-Executive)

e Key Managerial Personnel

e Senior Management Personnel

GENERAL

e This Policy is divided in three parts:

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment, removal and nomination and

Part - C covers remuneration and perquisites etc.

e The key features of this policy shall be included in the Board's Report.

PART - A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

e Formulate 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 Director, Key Managerial Personnel and other employees.

e Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

e Recommend to the Board, their appointment (including terms thereof) and removal of Director, KMP and Senior Management Personnel.

e Devise a policy on diversity of Board of Directors.

e Formulate criteria for evaluation of performance of Independent Director and Board of Directors.

e Determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

e Recommend to the Board, all remuneration, in whatever form, payable to senior management.

The Committee may delegate the powers of appointment, remuneration and removal of Senior Management Personnel to the Chairman and Managing Director.

PART - B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

e Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Senior Management and/or KMP and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Committee shall not recommend the appointment of any person as Director including a Managing Director or Whole Time Director who is below the age of twenty one years or has attained the age of Seventy Five years. Provided that the Committee can, subject to the subsisting laws on the subject, recommend the re-appointment of a person holding the position even if the tenure of re-appointment may extend beyond the age of Seventy Five years and such recommendation would be subject to the approval of shareholders by a special resolution.

4. The Committee shall not recommend the appointment or continue the employment of any person as Managing Director or Whole Time Director who is

a. an undischarged insolvent or has at any time been adjudged as an insolvent;

b. has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or

c. has at any time been convicted by a court of an offence and sentenced for a period of more than six months.

Term /Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director / Whole Time Director for a term not exceeding five years at a time. No recommendation for re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

The recommendation of the Committee for the appointment or re-appointment of an Independent Director shall be guided by the following:

a. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report.

b. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 01, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

c. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director Serves is restricted to seven listed companies as an Independent Director and three listed

companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

d. To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director.

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Companies Act, 2013, rules and regulations or on the grounds mentioned in the terms of the contract, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director and /or KMP or a Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013 or any other applicable law and rules and regulations made thereunder.

• Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and/or the prevailing policy of the Company. The Board shall have the discretion to retain the Director, KMP and Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company in accordance with the provisions of the Companies Act, 2013.

PART - C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

e General:

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Managerial Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration shall comprise a balance between fixed and incentive pay reflecting short and long term performance objectives  appropriate to the working of the Company and its goals. The remuneration / compensation / commission etc. shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board in the case of Whole-time Director, KMP and Senior Management Personnel.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

1. Fixed pay:

a) The Whole-time Director and KMP shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to PF, pension scheme, medical expenses, other perks etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) The Remuneration of Senior Management Personnel, including any subsequent change in the remuneration, shall be decided in line with the HR practices of the Company.

c) Any subsequent change in the Remuneration of KMP (other than Executive Directors) shall be decided in line with the HR practices of the Company.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing / Whole-time Director(s) in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess Remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive Directors:

1. Remuneration / Commission:

The remuneration / commission shall be recommended in accordance with the limits and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees:

a) The Non- Executive Directors will receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of such fees shall not exceed the amount as may be prescribed by the Central Government from time to time.

b) The sitting fee per Meeting, for attending the Board / Committee Meetings of the Company, will be as follows:

i) For Board Meeting - Rs 80,000 per Meeting

ii) For Audit Committee Meeting - Rs 80,000 per Meeting

iii) For Stakeholders Relationship Committee Meeting - Rs 60,000 per Meeting

iv) For Corporate Social Responsibility Committee Meeting - Rs 60,000 per Meeting

v) For Nomination and Remuneration Committee Meeting - Rs 60,000 per Meeting

3. Commission:

Commission may be paid as approved by the shareholders, subject to the limit as per the applicable provisions of the Companies Act, 2013.

Annexure C

DETAILS OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

A. Details as per Section 197 and Rule 5(1):

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19, percentage increase in remuneration of Managing Director, Chief Executive officer. Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2018-19,is as follows:

SI. No.

Name of Executive Director/KMP

Designation

Percentage increase in Remuneration from previous year

Ratio of Remuneration of each Director to median remuneration of employees*

1

Nishith Arora*

Chairman & Non-Executive Director

Nil

Not Applicable

2

Rahul Arora**

Managing Director

17%

81:1

3

Ms Yamini Tandon***

Non-Executive Director

Nil

Not Applicable

4

Mr Vijay Sood

Independent Director

Nil

Not Applicable

5

Mr. D E Udwadia

Independent Director

Nil

Not Applicable

6

Mr. Ambarish Raghuvanshi

Independent Director

Nil

Not Applicable

7

Mr. Sunil Shah

Independent Director

Nil

Not Applicable

8.

Sunit Malhotra

Chief Financial Officer & Company Secretary

18%

Not Applicable

*Mr Nishith Arora, Chairman and Non-Executive Director of the Company did not receive any sitting fees from the Company.

**Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company effective from August 12, 2018. The Appointment is for a term of 5 years w.e.f August 12, 2018 to August 11, 2023 and the Remuneration was approved by the shareholders by way of special resolution passed by postal ballot on October 24, 2018. Percentage increase in remuneration reflected from previous year is due to revision in the salary with effect from August 12, 2018. Also he is being paid remuneration in USD from the US Branch of the Company post his deputation to USA. The salary level at USA is not comparable to the salary level in India.

***Ms. Yamini Tandon, Non-Executive Director, did not receive any remuneration, including sitting fees from the Company.

# For the purpose of ratios, the PLB payable for the respective financial year has been considered in the same financial year. Median Annual Remuneration for the financial year 2018-19 was Rs 2,68,183

The Independent Directors of the Company are paid sitting fees and commission within the limits as approved and prescribed under the Companies Act, 2013. The details of remuneration paid to Independent Directors are detailed in the Corporate Governance Report. The ratio of remuneration and percentage increase for the Independent Directors' remuneration has not been considered for this purpose.

(ii) Increase in Median Remuneration:

During the financial year 2018-19, Median Annual Remuneration of employees has increased by 3.3% over the previous financial year.

(iii) Permanent Employees:

The Company had 2195 permanent employees on its rolls as on March 31, 2019.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances, if any, for increase in the managerial remuneration:

During the financial year 2018-19, average increase in the remuneration of employees was 5%, while the increase in the average managerial remuneration from the previous year was 17%.

(v) The Company affirms that the remuneration to Directors and employees during the financial year 2018-19 is as per its Remuneration Policy..

B. Details as per Section 197 and Rule 5(2) and 5(3) of the Act:

1. During the financial year 2018-19, no employee of the Company, received remuneration of one crore and two lakh rupees or more per annum while working for the whole year or at the rate of eight lakh and fifty thousand rupees per month while working for a part of the year.

2. During the financial year 2018-19 or part thereof, no employee of the Company received remuneration in excess of the remuneration drawn by Managing Director or Whole-Time Director or Manager and no employee of the Company (by himself or along with his spouse and dependent children), was holding two percent or more of the equity shares of the Company.

3. During the financial year 2018-19, no employee of the Company, resident in India, posted and working in a country outside India, not being Directors or their relatives, had drawn more than sixty lakh rupees per year or five lakh rupees per month.

 

For and on behalf of the Board of Directors

 

 

Gurugram

Nishith Arora

May 17, 2019

Chairman

Annexure D

FORM MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1

CIN

L22122TN1970PLC005795

2

Registration Date

January 19, 1970

3

Name of the Company

MPS Limited

4

Category / Sub-Category of the Company

Public company limited by shares

5

Address of the registered office and contact details

RR Towers IV, Super A, 16/17, Thiru Vi Ka Industrial Estate,

Guindy, Chennai - 600 032

Tel: +91 - 44 - 49162222

Fax:+91-44-49162225

6

Whether listed company (Yes/No)

Yes

7

Name, Address and Contact details of Registrar and Transfer Agent, if any

Cameo Corporate Services Limited

Subramanian Building, 1 Club House Road, Chennai - 600002

Tel: +91- 44 - 28460390

Fax: +91- 44- 28460129

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company:

Name and Description of main products/services

NIC Code of the Product/ service

% to total Turnover of the Company*

Content Solutions

 

 

» Content Authoring and Development

 

 

» Content Production

620

82%

® Content Transformation

 

 

» Fulfillment and Customer Support

 

 

Platform Solutions

 

 

e DigiCore

 

 

e THINK (recent acquisition)

632

18%

e mag+ (recent acquisition)

 

 

e ScholarStor (re-launched)

 

 

e Technology Services3

#On the basis of gross turnover.

*Company operates in two segments, i.e., Content Solutions and Platform Solutions.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

s.No.

Name of Company

Address of Company

CIN/GLN

Holding/ Subsidiary / Associate

% of shares held as on 31/03/2019

Applicable Section

1

ADI BPO Services Limited

RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600 032

U22110DL2006PLC144592

Holding Company

67.77%

2(46)

2

MPS North America, LLC

5728 Major Blvd., Orlando, Florida 32819

L13000078013 Subsidiary Company

100%

2(87)

3

MPS Interactive Systems Limited*

RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600 032

U74999TN2018PLC122594

Subsidiary Company

100%

2(87)

4

MPS Europa AG

Lindenstrassese 14, 6340 Baar

CHE-101439161 (Firm Number)

Subsidiary Company

100%

2(87)

5.

Topsim GmbH

Neckarhalde 55 D- 72070, Tubingen, Germany

HRB 382769 (Local Business Number)

Subsidiary Company

100%

2(87)

*6 shares of MPS Interactive Systems Limited are held by Nominee shareholders of MPS Limited

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) CATEGORY - WISE SHARE HOLDING

S. No.

Category of Shareholders

No. of shares held at the beginning of the year (as on 01.04.2018)

No. of shares held at the end of the year (as on 31.03.2019)

% change

 

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

during the year

A.

Promoters

 

 

 

 

 

 

 

 

 

(1)

Indian

 

 

 

 

 

 

 

 

 

(a)

ndividual/HUF

-

-

-

-

-

-

-

-

-

(b)

Central Govt.

-

-

-

-

-

-

-

-

-

(c)

State Govt(s)

-

-

-

-

-

-

-

-

-

(c)

Bodies Corporate

12,616,996

-

12,616,996

67.77

12,616,996

-

12,616,996

6777

-

(d)

Banks/ Fl

-

-

-

-

-

-

-

-

-

(e)

Any Other

-

-

-

-

-

-

-

-

-

 

Sub-Total (A)(l)

12,616,996

-

12,616,996

67.77

12,616,996

-

12,616,996

67.77

-

(2)

Foreign

 

 

 

 

 

 

 

 

 

(a)

NRIs - Individuals

-

-

-

-

-

-

-

-

-

(b)

Other - Individuals

-

-

-

-

-

-

-

-

-

(c)

Bodies Corp

-

-

-

-

-

-

-

-

-

(d)

Banks/ Fl

-

-

-

-

-

-

-

-

-

(e)

Any Other

-

-

-

-

-

-

-

-

-

 

Sub-Total (A)(2)

-

-

-

-

-

-

 

s. No.

Category of Shareholders

No. of shares held at the beginning of the year (as on 01.04.2018)

No. of shares held at the end of the year (as on 31.03.2019)

% change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

 

Total

12,616,996

-

12,616,996

67.77

12,616,996

-

12616,996

67.77

-

 

shareholding of Promoter (A)= (A) (1)+(A)(2)

 

 

 

 

 

 

 

 

 

B.

Public Shareholding

 

 

 

 

 

 

 

 

 

(1)

Institutions

 

 

 

 

 

 

 

 

 

(a)

Mutual Funds

6,49,147

-

6,49,147

3.4868

85,083

-

85,083

0.4570

-3.0298

(b)

Banks/FI

2,125

-

2,125

0.0114

1651

-

1651

0.088

-0.0025

(c)

Central Govt

-

-

-

-

-

-

-

-

-

(d)

State Govt(s)

-

-

-

-

-

-

-

-

-

(e)

Venture Capital Funds

-

-

-

-

-

-

-

-

-

(f)

nsurance Companies

-

-

-

-

-

-

-

-

-

(g)

Flls

-

-

-

-

-

-

-

-

-

(h)

Foreign Venture Capital Investors

-

-

-

-

-

-

-

-

-

(i)

Qualified Foreign nvestor

-

-

-

-

-

-

-

-

-

(J)

Any Other

-

-

-

-

-

-

-

-

-

 

Alternate

-

-

-

-

-

-

65,333

0.3509

0.3509

 

nvestment Fund

 

 

 

 

 

 

 

 

 

 

Foreign Portfolio

3,92,114

-

3,92,114

2.1062

3,92,114

-

3,92,114

2.1062

-

 

nvestor

 

 

 

 

 

 

 

 

 

 

(Corporate)

 

 

 

 

 

 

 

 

 

 

Category

 

 

 

 

 

 

 

 

 

 

Foreign Portfolio

6,84,773

-

6,84,773

3.6782

7,05,170

-

7,05,170

3.7877

0.1095

 

nvestors

 

 

 

 

 

 

 

 

 

(Corporate)

 

 

 

 

 

 

 

 

 

 

Category II

 

 

 

 

 

 

 

 

 

 

Foreign Portfolio

-

-

-

-

36,000

-

36,000

0.1933

0.1933

 

nvestors

 

 

 

 

 

 

 

 

 

 

(Corporate)

 

 

 

 

 

 

 

 

 

 

Category III

 

 

 

 

 

 

 

 

 

 

Sub- Total (B)(l)

10,76,887

-

10,76,887

9.2827

12,85,351

-

12,85,351

6.9042

-2.3785

 

S.No.

Category of Shareholders

No. of shares held at the beginning of the year (as on 01.04.2018)

No. of shares held at the end of the year (as on 31.03.2019)

% change during the year

 

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

2.

Non-Institutions

 

 

 

 

 

 

 

 

 

(a)

Bodies Corporate

8,47,731

-

8,47,731

4.5535

8,79,589

-

8,79,589

4.7246

0.1711

(i)

ndian

-

-

-

-

-

-

-

-

-

(n)

Overseas

-

-

-

-

-

-

-

-

-

(b)

Individuals

 

 

 

 

 

 

 

 

 

 

ndividual shareholders holding nominal share capital up to Rs 1 lakh

18,31,331

22,250

18,53,581

9.9564

19,10,805

14,347

19,25,152

10.3408

0.3844

 

ndividual shareholders holding nominal share capital in excess of Rs1 lakh

8,33,874

 

8,33,874

4.4791

11,17,505

0

11,17,505

6.0026

1.5235

(c)

Others (specify)

 

 

 

 

 

 

 

 

 

 

Directors and Relatives

9,731

-

9,731

0.0522

9,731

-

9,731

0.0522

-

 

EPF

3580

-

3580

0.0192

3,580

-

3,580

0.0192

-

 

Hindu Undivided Family

2,51,870

-

2,51,870

1.3529

-

-

-

-

-1.3529

 

Non Resident ndians

4,48,871

-

4,48,871

2.4110

5,00,502

-

5,00,502

2.6884

0.2773

 

Clearing Members

22,533

-

22,533

0.1210

2,097

-

2097

0.0112

-0.1097

 

Resident HUF

-

-

-

-

2,69,423

-

2,69,423

1.4471

1.4471

 

TRUSTS

-

-

-

-

7,000

-

7,000

0.0376

0.0376

 

Others

7,36,585

-

7,36,585

3.9565

792333

-

792333

4.2559

0.2994

 

Sub- Total (B)(2)

42,49,521

22,250

42,71,771

22.9456

47,00,232

14,347

47,14,579

25.3241

2.3785

 

Total Public

5977680

22250

59999000

32.2283

5985583

14,347

59,99,930

32.2283

0.00

 

Shareholding (B)= (B)(1)+(B)(2)

 

 

 

 

 

 

 

 

 

(C)

Shares held by Custodian for GDRs and ADRs

 

 

 

 

 

 

 

 

 

 

GRAND TOTAL (A)+(B)+(C)

18594676

22250

18616926

100

18602579

14347

18616926

100

0.00

 

S.No.

Shareholder's Name

Shareholding at the beginning of the year (as on 01.04.2018)

Shareholding at the end of the year (as on 31.03.2019)

% change in shareholding during the year

 

 

No. of Shares

% of total Shares of the Company

%of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/encumbered to total shares

1

ADI BPO Services Limited

12,616,996

67.77

NIL

12,616,996

6777

NIL

-

 

Total

12,616,996

67.77

NIL

12,616,996

67.77

NIL

-

 (III) CHANGE IN PROMOTERS' SHAREHOLDING

S. No.

 

Shareholding at the beginning of the year (as on 01.04.2018)

Cumulative Shareholding during the year

 

 

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the company

 

At the beginning of the year

12,616,996

67.77

12,616,996

67.77

 

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)

 

 

 

 

 

At the end of the year (as on 31.03.2019)

 

 

12,616,996

67.77

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

s. No.

Name of Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1

ICICI LOMBARD GENERAL INSURANCE COMPANY LTD

 

At the beginning of the year 01-Apr-2018

564575 3.0325 564575

3.0325

 

At the end of the Year 31-Mar-2019

564575

3.0325

564575

3.0325

2

GOVERNMENT OF SINGAPORE - E

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

390379

2.0969

390379

2.0969

 

At the end of the Year 31-Mar-2019

390379

2.0969

390379

2.0969

3

PINEBRIDGE GLOBAL FUNDS - PINEBRIDGE INDIA

 

 

 

 

 

EQUITY FUND

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

344493

1.8504

344493

1.8504

 

At the end of the Year 31-Mar-2019

344493

1.8504

344493

1.8504

 

 

 

 

 

 

 

s.

No.

Name of Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

4

MUKUL AGRAWAL JT1 : PARAM CAPITAL RESEARCH PVT LTD DP/CL ID: IN30021419901246

 

 

 

 

 

At the beginning of the year 01-Apr-2018

0

0.0000

0

0.0000

 

Purchase 10-Aug-2018

100000

0.5371

100000

0.5371

 

Purchase 30-Nov-2018

45000

0.2417

145000

0.7788

 

Purchase 28-Dec-2018

143386

0.7701

288386

1.5490

 

At the end of the Year 31-Mar-2019

288386

1.5490

288386

1.5490

4

MUKUL AGRAWAL JT1 : PARAM CAPITAL RESEARCH PVT LTD DP/CL ID: IN30021424195989

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 21-Sep-2018

185000

0.9937

185000

0.9937

 

Sale 30-Nov-2018

-41614

0.2235

143386

0.7701

 

Sale 28-Dec-2018

-143386

0.7701

0

0.0000

 

Purchase 08-Mar-2019

6614

0.0355

6614

0.0355

 

Purchase 15-Mar-2019

5000

0.0268

11614

0.0623

 

At the end of the Year 31-Mar-2019

11614

0.0623

11614

0.0623

5

PARAMJIT MANN

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

200000

1.0742

200000

1.0742

 

Sale 11-May-2018

-535

0.0028

199465

1.0714

 

Sale 08-Jun-2018

-733

0.0039

198732

1.0674

 

Sale 13-Jul-2018

-448

0.0024

198284

1.0650

 

Sale 17-Aug-2018

-447

0.0024

197837

1.0650

 

Sale 14-Sep-2018

-186

0.0009

197651

1.0616

 

Sale 21-Sep-2018

-258

0.0013

197393

1.0602

 

Sale 16-Nov-2018

-605

0.0032

196788

1.0570

 

Sale 14-Dec-2018

-540

0.0029

196248

1.0541

 

Sale 25-Jan-2019

-350

0.0018

195898

1.0522

 

Sale 01-Feb-2019

-1071

0.0057

194827

1.0465

 

Sale 22-Feb-2019

-546

0.0029

194281

1.0435

 

Sale 15-Mar-2019

-91

0.0004

194190

1.0430

 

At the end of the Year 31-Mar-2019

194190

1.0430

194190

1.0430

6

NIHAR NILEKANI

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

119858

0.6438

119858

0.6438

 

Purchase 13-Jul-2018

12500

0.0671

132358

0.7109

 

Purchase 15-Mar-2019

31000

0.1665

163358

0.8774

 

Purchase 22-Mar-2019

19000

0.1020

182358

0.9795

 

At the end of the Year 31-Mar-2019

182358

0.9795

182358

0.9795

7

PINEBRIDGE INDIA EQUITY FUND

 

 

 

 

 

At the beginning of the year 01-Apr-2018

162000

0.8701

162000

0.8701

 

At the end of the Year 31-Mar-2019

162000

0.8701

162000

0.8701

8

RAMESH S DAMANI

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

115728

0.6216

115728

0.6216

 

Sale 18-May-2018

-628

0.0033

115100

0.6182

 

At the end of the Year 31-Mar-2019

115100

0.6182

115100

0.6182

9

ASIAN MARKETS SECURITIES PVT LTD. DP/CL ID: 1201400000007200

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 21-Sep-2018

100000

0.5371

100000

0.5371

 

Sale 30-Nov-2018

-2500

0.0134

97500

0.5237

 

Sale 07-Dec-2018

-2800

0.0150

94700

0.5086

 

At the end of the Year 31-Mar-2019

94700

0.5086

94700

0.5086

9

ASIAN MARKETS SECURITIES PVT. LTD DP/CL ID: 1201400000009305

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 07-Dec-2018

2800

0.0150

2800

0.0150

 

At the end of the Year 31-Mar-2019

2800

0.0150

2800

0.0150

9

ASIAN MARKETS SECURITIES PVT.LTD CLIENT MARGIN A/C) DP/CL ID: 201400000005106

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 30-Nov-2018

2500

0.0134

2500

0.0134

 

At the end of the Year 31-Mar-2019

2500

0.0134

2500

0.0134

10

DILEEP MORESHWAR WAGLE JT1 : VAIJAYANTI DILEEP WAGLE

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

90000

0.4834

90000

0.4834

 

At the end of the Year 31-Mar-2019

90000

0.4834

90000

0.4834

 

NEW TOP 10 AS ON (31-Mar-2019)

 

 

 

 

                                       

 

(V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

s. No.

Name of Director/ KMP

Shareholding at the beginning of the year (as on 01.04.2018)

Change in no. of shares during the year

Cumulative Shareholding during the year/at the end of the year (as on 31.03.2019)

 

 

No. of shares

% of total shares of the Company

Date

Purchase/ Sale

No. of shares

No. of shares

% of total shares of the Company

A. Directors

1

Nishith Arora (Chairman)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

2

D E Udwadia* (Independent Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

3

Vijay Sood (Independent Director)

9,731

0.0522

-

-

-

9,731

0.0522

4

Rahul Arora (Managing Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

5

Yamini Tandon (Non-Executive Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

6

Ambarish Raghuvanshi** (Independent Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

7

Sunil Munubhai Shah***

Nil

Nil

Nil

Nil

Nil

Nil

Nil

B. Key Managerial Personnel

1

Sunit Malhotra

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

(Chief Financial Officer &Company Secretary)

 

 

 

 

 

 

 

* Resigned as Independent Director with effect from March 29, 2019.

** Ambarish Raghuvanshi was appointed as an independent Director with effect from May 01, 2018.

*** Sunil. Manubhai Shah was appointed as an Independent Director with effect from December 11, 2018. Thereafter, he was appointed for a consecutive term of five years with effect from January 18, 2019.

V. INDEBTEDNESS

The Company has not availed any term loan from any bank / financial institution during the financial year 2018-19.

VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER: (Rs in [acs)

SI. No

Particulars of Remuneration

Name of MD/WTD/Manager Rahul Arora# (Managing Director)

1

Gross salary

 

 

a) Salary as per provisions contained in Section 17(1) of the Income - Tax Act, 1961

Refer note 1

 

(b) Value of perquisites under Section 17(2) of Income-Tax Act,1961

-

 

c) Profits in lieu of salary under Section 17(3) of Income - Tax Act, 1961

-

2.

Stock Option

-

3.

Sweat Equity

-

4.

Commission

-

 

- as % of profit

 

 

- Others, specify

 

5.

Others, please specify

-

 

Total (A)

-

 

Ceiling as per the Act

Rs 536.8 lakhs (being 5% of the net profits of the Company for the year ended March 31, 2019 computed as per section 198 of the Companies Act, 2013)

B. REMUNERATION TO OTHER DIRECTORS (NON EXECUTIVE INDEPENDENT DIRECTORS)

(Rs in lacs)

SI. No

Particulars of Remuneration

Name of Directors

 

Mr. D. E. Udwadia

Mr .Vijay Sood

Mr. Ambarish Raghuvanshi

Mr. Sunil Manubhai Shah

Total Amount

1

Fee for attending Board 10.20 Committee Meetings

13.60

8.40

1.40

33.60

2

Commission *

14.12

19.16

11.09

2.01

46.40

3

Others, please specify

-

-

-

-

-

 

Total (B)

 

 

 

 

80.00

 

Ceiling as per the Act

Ceiling for the commission is Rs107.36 lakhs (being 1% of the net profits of the Company for the year ended March 31, 2019 computed as per Section 198 of the Companies Act, 2013.)

 

Total Managerial

 

 

Refer Note 1

 

 

 

Remuneration (A+B)

 

 

 

 

 

 

Overall Ceiling as per the Act

Rs1180.96 lakhs (being 11% of the net profits of the Company for the year ended March 31, 2019 computed as per Section 198 of the Companies Act, 2013.)

Note 1: * Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company elective from August 12, 2018. The Appointment is for a term of 5 years w.e.f August 12, 2018 to August 11, 2023 and the Remuneration was approved by the shareholders by way of special resolution passed by postal ballot on October 24, 2018. He received a total of Rs 228.44 lakhs (including PLB) as remuneration in USD from the branch of the Company at USA, which is not subject to income tax at India under the Income Tax Act, 1961. The salary level at USA is not comparable to the salary level in ndia

Note 2: Commission pertains to the financial year 2018-19, to be paid during the financial year 2019-20

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs in lacs)

SI. No

Particulars of Remuneration

Key Managerial Personnel

CEO & Whole Time Director*

CFO & Company Secretary Sunit Malhotra

1

Gross salary

 

 

 

a) Salary as per provisions contained in Section 17(1) of the Income - Tax Act, 1961

 

58.26

 

b) Value of perquisites under Section 17(2) of Income - Tax Act, 1961

 

-

 

c) Profits in lieu of salary under Section 17(3) of Income - Tax Act, 1961

Covered under point VI (A)

~

2.

Stock Option

 

-

3.

Sweat Equity

(in WTD)

-

4.

Commission

 

-

 

- as % of profit

 

 

 

- others, specify

 

 

5.

Others, please specify

 

-

 

Total

 

58.26

*Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company effective from August 12, 2018.

VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES AGAINST COMPANY/ DIRECTORS/OFFICERS IN DEFAULT:

Type Section of the Brief H Details of Authority Appeal made. Companies Act Description Penalty/ [RD/NCLT if any (give Punishment/ / COURT] details) Compounding fees imposed

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

 

 

For and on behalf of the Board of Directors

 

 

Date: May 17, 2019

Nishith Arora

Place: Gurugram

Chairman

Annexure E

ANNUAL REPORT ON CSR ACTIVITIES OF MPS LIMITED DURING THE YEAR ENDED MARCH 31, 2019.

1. A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

The Corporate Social Responsibility ('CSR') is an integral part of the social performance of the Company. Our CSR activities intend to make a positive difference to society and contribute its share towards the social cause of betterment of the society and the area in which it operates. Our focus areas comprise of education to underprivileged children, healthcare, research, mental illness, empowering poor and marginalized.

In its CSR Policy, the Company encompasses its philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large and empowers MPS to undertake all or any of the activities as specified under Schedule VII to the Companies Act, 2013 (the Act)

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of Directors, is available on the Company's website at www.mpslimited.com.

2. Composition of Corporate Social Responsibility

Committee

The CSR committee of the Board is responsible for overseeing the execution of the Company's CSR Policy. The CSR Committee comprises of one Independent Director, the Chairman and Managing Director of the Company. The Members of the Committee are:

Mr. Nishith Arora, (Chairman)

Mr. Vijay Sood, (Independent Director)

Mr. Rahul Arora, (Managing Director)

3. Average net profit of the Company for last three financial years: Rs 9847.14 Lakhs

1. Prescribed CSR Expenditure (2% of the amount mentioned at point 3 above): Rs 196.94 lakhs.

2. Details of CSR spent during the financial year:

(i) Amount spent during the financial year 2018-19: Rs 196.36 Lakh

(ii) Amount unspent, if any: Rs 0.58 Lakhs*

* The marginal shortfall in the approved budget was due to non-receipt of funds request by Sambandh Healthcare Foundation as per approved budget.

During the year, the Company has undertaken the following CSR Projects:

A. Girls Education through IIMPACT

Education is an essential part of a living being, whether it's a boy or a girl. It helps an individual to be smarter, to learn new things and to know about the facts of the world. Education plays one of the most important roles in Women Empowerment. Education helps women to be more productive in her work. A knowledgeable woman has the skills, information, talent, and self-confidence that she requires to be a superior mother, employee, and resident. In association with IIMPACT, a non-profit making organization, MPS continued its support to MPS Limited - Girl's Education Project, for imparting primary education to out-of-school under privileged girls, between 6 to 14 years of age, from marginalized communities across India.

Under this Project, MPS adopts various teaching schools, called Learning Centers wherein Company covers the cost of running these Learning Centers, such as teachers and other staff salaries, teacher's training, teaching and learning materials for students. Girl's education is one of the most effective ways for ending poverty in developing nations. This Project is based on deep realization that education is the only tool with which a girl or a woman can empower herself and eventually her family.

Teachers Training:

In order to ensure successful implementation of the curriculum IIMPACT conducts trainings for teachers on a regular basis. These trainings are primarily aimed at enhancing the knowledge base of the participants thereby enlightening them with different methodologies that can be incorporated in teaching. Education is a continuous process of learning with different experiences in our life and also in our formal education system. It is very important for a teacher that she/he is aware of how a child learns, what should be taught and how he/she can deliver their best in the classroom in spite of all the diversities in the group namely age, physical capabilities, mental diversities, and health and also with the students background diversities. All over teacher training makes a teacher capable to teach according to the students, ensure subjective concepts are clear and a as result children are confident and disciplined. At the end of each training, the teacher gains a certain set of knowledge and skills to understand how and when various tools best support their curriculum and when should they be introduced in the classroom.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 103.68 lakhs towards this Project.

B. Computer Education to Underprivileged Students through Computer Shiksha:

Computer Shiksha offers computer literacy service programmes as a service to the schools who are already successfully engaging with the communities but do not have assets and resource capabilities to produce an effective digital literacy programme. With a dream to bridge the digital divide in country they intend catering to all sections of society which are not computer literate. Started at the bottom of the pyramid by enabling those who have the least hope of getting computer literate in the near future.

Computer Shiksha is currently operational 230 CS enabled centers across eleven providing world class computer education to 40000+ children from under-served communities in 13 different states and expanding fast.

Computer Shiksha won The best NGO AWARD amongst SAARC countries in Learning & Education category and also has been certified to be having 'Desirable Norms prescribed for Good Governance of voluntary organizations by CAI, Credibility Alliance, a global organization certifying NGOs.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 24.00 lakhs towards this Project.

C. Mental Health Care through Sambandh:

Mental disorder nowadays has become a major concern all over the world. Mental Disorder is estimated to be the second largest cause of morbidity and mortality. Today in India the attention given to mental health is grossly inadequate. The absence of a strategic plan, the dire lack of mental health resources, inadequate number of health professionals, including psychiatrists and mental health professionals, deeply rooted beliefs that mental illness can be treated by faith or traditional healers, together with the pervasive stigma leaves both families and their loved ones suffering in silence.

Sambandh has successfully completed three years, with the support of MPS Limited in the villages under community mental health programme. With the vision to provide, support to people, living with serious mental illness and their families. The programme also develops community support structures with their community

Sambandh Health Foundation is a charitable trust dedicated to understanding mental illness and addressing mental health issues in India. The objectives encompass building the capacity of people living with mental illness and their families to lead fuller lives, raising awareness about mental health and mental illness while advocating for improved treatment and community supports.

Sambandh Health Foundation is successfully running a community mental health programs in Gurgaon for the last five years. The program draws upon the recovery research, strengths based practices, and the principles of community development. The programs and activities facilitate the capacity of to gain life skills, make social connections, and rebuild bonds with their natural communities. This is accomplished by building social skills, confidence, facilitating social inclusion and the independence to choose desired life paths. Sambandh initially initiated such activities from a Community Integrated Center (CIC) from a government polyclinic in Gurgaon. CIC is a day support center designed to help people suffering from mental illness to recover and get back to normal society. CIC is being run successfully for past several years. Sambandh current project areas are:

• Gurgaon Gaon

• Gandhi Nagar (including Shivji Park, Sakti Park and Om Nagar)

• Basai (including Basai Enclave, Bhawani Enclave)

• Jharsa.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 26.02 lakhs towards this Project.

D. Imparting Higher Values of Life through Vedanta Cultural Foundation:

Education is the penance to all evils. Including Higher Values of life in today's education system has become a necessity. Today's youth, if educated with Values of life, will help build a better nation tomorrow. With this objective, the Company, during the previous year, undertook the project of Imparting Higher Values of Life in youths through educational programs and lectures in association with Vedanta Cultural Foundation (VCF), a public charitable trust registered  under the provisions of the Bombay Public Trust Act, 1950, established in 1976 by renowned philosopher Mr. A. Parthasarathy and continued its support during the financial year 2018-19 too. VCF runs Vedanta Academy in Malavli, near Pune, Maharashtra, India, which is a unique educational institution designed to build the intellect and instill higher values of life. It harnesses the different aspects of the student's personality for self-development through education, yoga, sports, research and welfare activities.

VCF conducts various educational programs (on tuition-free basis) in its Vedanta Academy such three-year full-time residential courses, youth camps for students as well as corporate seminars and retreats for professionals and business persons. The Academy disseminates knowledge through a scientific programme of study and reflection. It encourages a spirit of enquiry based on liberal approach that enables the development of the intellect and not merely providing intelligence on a subject.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 20 lakhs towards this Project.

E. Care Centers for Physically Challenged Children

During the financial year 2018-19, the Company continued to provide financial assistance to establish homes for mentally retarded and physically handicapped children, providing opportunities for rehabilitation and use of their limited talents and youth in their respective fields through a registered charitable trust Prem Charitable Trust.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 12 lakhs towards this Project.

F. Empower the poor and the marginalized SAPNA

During the financial year 2018-19 Company

associated in the new Project Empowering the poor and marginalized through NGO Sapna, a registered charitable trust, engaged, inter-alia, to work towards the creation of a just and equitable society, empowering of the poor and marginalized communities, to create public awareness and participation in the social and economic up-liftment of society and to work in the area of health and medical aid, sanitation, education, self-employment, social welfare & community development.

The project supported by the Company will give a short stay to sick and destitute, a project of NGO Sapna Anandam (A home for Sick and Destitute).

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 5.66 lakhs towards this Project.

G. Imparting High Values of Life through Vedanta Institute Delhi

During the financial year 2018-19 Company associated with the new Project with Vedanta Institute Delhi, a Public Charitable Trust registered in Delhi, to promote, advance, diffuse, and propagate education, knowledge and research in philosophy, culture, heritage, Vedanta allied subjects in India and Abroad and to make available financial aid or other assistance in any manner in India and abroad for the knowledge, study, education, and research of philosophy, culture, heritage, Vedanta and allied subjects.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 5.00 lakhs towards this Project

Details of the amount spent on CSR activities are detailed below:

SI. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Subheads: 1. Direct expenditure on projects or programs 2. Overheads

Cumulative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency

1

Imparting quality primary education to young girls between 6 to 14 years of age, from marginalized communities titled as MPS Limited Girls Education Project

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas. Project is being carried on in rural areas in various districts of Uttarakhand, Himachal Pradesh, Haryana & Rajasthan

Rs1 Lakh/-per Learning Center per annum.

Direct Expense: Rs 103.68 lakhs

Overheads: Nil

Rs 103.68 lakhs

Through implementing agency: IIMPACT

2

Imparting High Values of Life in youths through educational programs and lectures

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas. Project is being carried on in Maharashtra and other various locations in India.

Rs 20 lakhs

Direct Expense: Rs 20 lakhs

Overheads: Nil

Rs 20 lakhs

Through implementing agency: Vedanta Cultural Foundation

3

Imparting free 'Computer Education' to underprivileged students

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas. Project is being carried on in Gurgaon, Haryana, Rajasthan, UP and Punjab.

Rs 24 lakhs

Direct Expense: Rs 24 Lakhs

Overheads: Nil

Rs 24 lakhs

Through implementing agency: Computer Shiksha

4

Addressing Mental Health Care

Promoting preventive health care.

Project is being carried on in local area.

Project is being carried on in the villages of Gurgaon district

Rs 26.60 lakhs

Direct Expense: Rs 26.02

Overheads: Nil

Rs 26.02 lakhs

Through implementing agency: Sambandh Health Foundation

 

SI. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Subheads: 1. Direct expenditure on projects or programs 2. Overheads

Cumulative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency

5

Supporting Care Centers for Physically Challenged Children

Promoting preventive health care.

Project is being carried on in local area.

Project is being carried on in Chennai

Rs 12 Lakhs

Direct Expense: Rs 12 Lakhs

Overheads: Nil

Rs 12 Lakhs

Through implementing agency: Prem Charitable Trust

6

Imparting High Values of Life in youths through educational programs and lectures

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas.

Rs 5 Lakhs

Direct Expense: Rs 5 Lakhs

Overheads: Nil

Rs 5 Lakhs

Through implementing agency: Vedanta Institute Delhi

7

Empower the poor and the marginalized

 

 

Rs 5.66 Lakhs

Direct Expense:

Rs 5.66 Lakhs

Through implementing agency: NGO Sapna

 

TOTAL

-

-

-

 

196.36 Lakhs

-

Responsibility Statement:

The implementation and monitoring of CSR Policy of the Company is in compliance with CSR objectives and Policy of the Company.

For MPS Limited

 

Nishith Arora

(Chairman - CSR Committee)

Date: May 17, 2019

Place: Gurugram

Rahul Arora

Managing Director

 

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT:

Disclosure of Particulars with Respect to Technology Absorption, Research& Development:

1.

Specific areas in which R & D was carried out by the Company

• A new product branded as 'MPS Review' launched for Manuscript Submission and Review. This addresses long pending market demand and makes our solution comprehensive.

• Advanced analytics and reporting dashboards

• Rights and Permission Management System

• Content Profiling to check the complexity of content

• HTML5/CSS based auto composition

• Further automation in the composition engine and quality checking tools

• PDF automation tools

• Optimization of production process and workflow

• Custom Development and QA projects for customers

• Technology migration

• Digital Asset Management integrated with MPSTrak

• Enhancements done on ScholarStor

• Custom Development and QA projects for customers:

- Advanced editing and XML generation tools

- Advanced graphics automation tools

- Advanced server based auto composition systems

- Implementation of workflows / processes with more automation

- Cloud based systems including remote workspace

2.

Benefits derived from the above

• Improved competitive positioning

• Improved business continuity at optimized cost

• Improved communication standards and cost efficiency

• Improvement in quality and consistency of service deliveries

• Improved productivity with lean workflow

3.

Future plan of action

• Enhancing DigiCore platform as per project roadmap

• Further enhancing security of cloud architecture and platforms

• HTML5-based composition system with automated quality tools

• Further leverage of HTML5 for providing enhanced experience and powering

interactive products

• Migration of more systems to cloud with increased scalability and availability

• Centralization of key processes for cost efficiency

• Improved process automation resulting in increased productivity

4.

Expenditure on R & D result

Expenses on R&D towards development and enhancement of platforms like

DigiCore (Digital Publishing Platform), Ms Submission and Peer Review and

Rights & Permissions Management System.

Technology Absorption, Adaptation and Innovation

1.

Efforts in brief made towards technology absorption, adaptation, and innovation.

• Implementing projects using latest technologies like Machine Learning, Artificial Intelligence and Natural Language Processing for achieving higher automation and reducing touch time

• Development and implementation of innovative cloud-based systems for end-to-end publishing services

• Adoption of PCI-DSS standards of security

• Implementation of ITIL process frame work and IS 27001

• Implementation of deep security processes for key applications

2.

Benefits derived from the above

• Increased value addition to customers leading to higher satisfaction

• Tangible benefits to clients in terms of reducing time to publish and increasing productivity

• More secured and scalable products

• Improved customer interests and associated service/technology requests from various customers

• Standardization of measurement techniques and information flows

• Ability to produce and deliver larger value at existing resource level

3.

Imported Technology

No technologies were imported

 

 

For and on behalf of the Board of Directors

 

 

Gurugram

Nishith Arora

May 17, 2019

Chairman

 

Director’s Report