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MPS Infotecnics Ltd

BSE Code : 532411 | NSE Symbol : VISESHINFO | ISIN:INE861A01058| SECTOR: - |

NSE BSE
 

0.05

-0.05 (-50.00%) Volume 280564

10-Dec-2019 EOD

Prev. Close

0.10

Open Price

0.05

Bid Price (QTY)

0.05(3431000)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 0.10 - 0.10

52 wk High/Low 0.10 - 0.05

Key Stats

MARKET CAP (RS CR) 71.71
P/E 0
BOOK VALUE (RS) 1.1623318
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 0.163464511596431
DIV YIELD.(%) 0
FACE VALUE (RS) 1
DELIVERABLES (%) 100
4

News & Announcements

18-Nov-2019

MPS Infotecnics Ltd - Visesh Infotecnics Limited - Press Release

17-Nov-2019

MPS Infotecnics reports consolidated net loss of Rs 2.21 crore in the September 2019 quarter

17-Nov-2019

MPS Infotecnics reports standalone net loss of Rs 2.21 crore in the September 2019 quarter

16-Nov-2019

MPS Infotecnics Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

04-Nov-2019

MPS Infotecnics to table results

05-Sep-2019

MPS Infotecnics AGM scheduled

01-Aug-2019

MPS Infotecnics to announce Quarterly Result

21-May-2019

MPS Infotecnics announces board meeting date

Corporate Actions

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EGM
 

Financials

Income Statement

Standalone
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Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 99638711 2.64
Total Institutions 46750 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 241766085 6.41
Total Promoters 1203511967 31.89
Total Public & others 2229473142 59.07
Total 3774436655 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About MPS Infotecnics Ltd

Visesh Infotechnics Ltd (VIL) was incorporated on January 1989 as "Ultimate Software Private Ltd". The name was later changed to Visesh Technologies Pvt Ltd on February' 93 and subsequently it became a deemed public company w.e.f. May '95. The name of the company was changed to Visesh Infosystems Ltd on July' 97 which has subsequently changed to its current name i.e. Visesh Infotecnics Ltd. VIL is more than ten years old profit making IT Company engaged in providing ERP Solutions, E-commerce Services, IT Consultancy, on-site and Off-shore projects and educations services viz. ERP, E-commerce, etc. Initially the company developed various kinds of softwares in COBOL, its main product popularly known as BUSINESSOFT consisting of finance module, sales & purchase, inventory control, MRP-I & MRP-II, implemented successfully at more than 600 sites covering more than 200 clients. Recently in 1999, VIL has launched an upgraded version of BUSINESSOFT known as BUSINESSPRO in Visual Basic with Oracle at the backend, which is flexible, friendly, seamlessly integrated, scalable solution for the whole gamut of functions for an enterprise. The company has developed a banking software and also launched a Astro World namely www.astro123india.com during 2001.A online education web sitewww.astrovediceducation.com and this site is under construction and expected to be completed during the current financial year. During 2001 the company entered into strategic alliance with Citrix Software India for convertion of ERP solution into Web Enabled Solution.

MPS Infotecnics Ltd Chairman Speech

CHAIRMAN

"We are focused on providing our customers with solutions that actually solve their business issues and assist their growth through innovative application of technology and information management in an easy-to-use manner"

Mr. Peeyush Aggarwal

   

MPS Infotecnics Ltd Company History

Visesh Infotechnics Ltd (VIL) was incorporated on January 1989 as "Ultimate Software Private Ltd". The name was later changed to Visesh Technologies Pvt Ltd on February' 93 and subsequently it became a deemed public company w.e.f. May '95. The name of the company was changed to Visesh Infosystems Ltd on July' 97 which has subsequently changed to its current name i.e. Visesh Infotecnics Ltd. VIL is more than ten years old profit making IT Company engaged in providing ERP Solutions, E-commerce Services, IT Consultancy, on-site and Off-shore projects and educations services viz. ERP, E-commerce, etc. Initially the company developed various kinds of softwares in COBOL, its main product popularly known as BUSINESSOFT consisting of finance module, sales & purchase, inventory control, MRP-I & MRP-II, implemented successfully at more than 600 sites covering more than 200 clients. Recently in 1999, VIL has launched an upgraded version of BUSINESSOFT known as BUSINESSPRO in Visual Basic with Oracle at the backend, which is flexible, friendly, seamlessly integrated, scalable solution for the whole gamut of functions for an enterprise. The company has developed a banking software and also launched a Astro World namely www.astro123india.com during 2001.A online education web sitewww.astrovediceducation.com and this site is under construction and expected to be completed during the current financial year. During 2001 the company entered into strategic alliance with Citrix Software India for convertion of ERP solution into Web Enabled Solution.

MPS Infotecnics Ltd Directors Reports

Dear Members,

Your Directors have pleasure in presenting the 30th (Thirtieth) Annual Report on the business and operations of your company along with Audited Financial Statements for the financial year ended on March 31, 2019.

1. BUSINESS OPERATIONS & FINANCIAL RESULTS

MPS Infotecnics Limited ("MPS") is a company incorporated in the year 1989 under the erstwhile Companies Act, 1956, now The Companies Act, 2013 and is presently listed on BSE Limited and National Stock Exchange of India Limited.

The Company is presently engaged in the following areas:

• System Integration and Networking Solutions (Including Hardware)

• Enterprise Software

• Domain Registration & Web hosting services

• Telecommunication

• VAS & IT enabled services

Your Company provides entire range of Servers, Desktop and Notebook computers from HP, IBM, Acer & Sun Microsystems. MPS also offer peripherals from Hewlett Packard, Samsung, Epson Corp. & Canon and Power Correction Equipment from APC. Your Company has arrangements with Cisco Systems, HP Procurve, Nortel Networks, 3Com and Allied Telesyn for providing its clients specialized data communication equipment such as Routers, Switches & Remote Access Servers; Structured Cabling Systems from Systimax, AMP and Nexans; Wireless connectivity products from Cisco, SMC and NetGear; and storage solutions from HP, IBM, ADIC & EMC.

Your Company has field-proven expertise in all aspects of networking viz. Voice and Data Switching, X.25, Frame Relay, ATM, VLAN, SNA and APPN, TCP/IP, Satellite, Radio and Fiber-Optic Transmission, Local Area Networks (LAN), Wide Area Networks (WAN) and Communication Software.

MPS spotted the potential of the Indian Software Industry in its teething stages and developed various enterprise applications and off the shelf software products, which were focused around the customer's business processes. The Company has domain knowledge of ERP, ERP Consulting and Client Server technologies.

SignDomainsTM is India's first ICANN Accredited domain registrar which offers on-line domain registration of top level domains (TLD) including .com .net .org .info .biz .in etc. Catering to a global client base through its online presence and secure payment gateway. SignDomainsTM has several corporates, large portals, resellers and end-users as its clientele.

Your Company offers web-hosting solutions on the company's dedicated servers located at in server farms and data centres in India and the US. Value added services like SMS, payment gateways, messaging, e-identity management, e-commerce are available for corporate clients and other businesses.

Your company had also developed B2B2C based multipurpose transaction platform http://www.uvapoint.com and had provided business opportunities to the people in remote areas of the country. The platform is used by retailers for providing a host of services to the visiting customers such as prepaid Mobile recharge, Postpaid Mobile Bill Payment, DTH recharge, landline bill payments, data card recharge/payments, etc. However, with service providers themselves providing mobile applications for recharge, bill payments, etc. the business had gone down considerably.

In fact the business of the company has considerably declined in all the sectors / areas in which it is engaged in. The main reason for the decline in the company's business is due to stiff competition not only from the organised sector but also from un-organised sector; various e-commerce portals are providing their goods and services, along with lucrative schemes and that too on payment of cash; the company's business has suffered as the company has to procure goods and services on cash and selling them on credit; there are number of mobile application available, which again provides their goods and services with lucrative discounts and schemes.

Despite the fact that the company is facing stiff competition, yet, Your Company is exploring new avenues to increase its market share in the areas in which it operates. Your company expects to gain substantial amount of the market share in the times to come.

2. FINANCIAL RESULTS

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

(Rs. in lacs)

PARTICULA Standalone Consolidated
RS 2018-19 2017-18 2018-19 2017-18
Income from Operation 1700.39 7705.11 1700.39 7776.73
Other Income 12.49 685.86 12.49 685.87
Total Income 1712.88 8390.97 1712.88 8462.59
Total Expenditure 1835.52 7907.45 1835.52 7979.47
PBID & Tax (122.63) 483.52 (122.63) 483.13
Interest 59.99 321.17 59.99 321.17
Depreciation 352.14 162.53 352.14 162.53
Profit before tax (534.76) (0.18) (534.76) (0.56)
Provision for Taxation - - - -
Earlier Year Tax - (360.28) - (360.28)
Deferred Tax 348.38 108.98 348.38 108.98
Profit After Tax (PAT) (883.14) 251.13 (883.14) 250.74
Other Comprehensive Income 10.91 3.68 10.91 3.69
Total Comprehensive Income for the year (872.23) 254.81 (872.23) 254.43
Profit b/f. from previous Yr. (2284.89) (2536.02) (2284.40) (2535.14)
Balance Carried to B/Sheet (2819.65) (2284.89) (3167.54) (2284.40)
Paid up equity share Capital 37744.37 37744.37 37744.37 37744.37
Other equity 6612.89 7485.12 7311.64 8141.02

3. DETAILS OF REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

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

4. DIVIDEND

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

5. RESERVE

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

6. CAPITAL STRUCTURE

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

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of your company during the year under review and Your Company continues to engage itself in System Integration and Networking Solutions (Including Hardware); Enterprise Software; Domain Registration & Web hosting services; Telecommunication; VAS & IT enabled services. With stiff competition from the organised and unorganised sectors of the IT, ITeS and Telecommunication segment, your company is exploring new avenues to generate revenues for the company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'SOPERATIONS IN FUTIRE

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

(A) Your Company's name was included in the list of shell companies by SEBI and Stock Exchanges had placed trading restrictions on promoters / directors and placed the scrip in ‘trade to trade' category with limitation on the frequency of trade and also imposed limitation on the buyers by way of 200% deposit on the trade value. NSE vide its order dated 10th January 2018, lifted / modified the actions envisaged in SEBI's letter dated 7th August 2017 and appointed M/s. M.K. Aggarwal & Co., Chartered Accountants as forensic auditor to conduct audit of the affairs of the Company. The Forensic Auditors had concluded the forensic Audit. NSE vide its letter dated 13th January 2019 had forwarded the Forensic Auditor's report and have sought clarification on certain observations made by the Forensic Auditors. Your Company has already replied to the said queries / observations and is awaiting the response of NSE.

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

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

However, during the pendency of the legal actions taken by your company, SEBI also started investigating the company's GDR issue. In January 2018, SEBI issued Show Cause Notice as to why suitable directions should not be issued for violation of various regulation of SEBI (PUFTA) Regulations, 2003. Your Company has suitably replied to the same. In the reply submitted by your company with SEBI in response to the SCN, had sought personal hearing in the matter. However, your company was served with a supplementary show cause notice where SEBI calling upon your company to show cause as to why the amount be not recovered from the company. Your company has replied the said supplementary Show Cause Notice.

Instead of providing an opportunity for personal hearing, SEBI yet again served upon the company notice to show cause as to why SEBI should not hold inquiry and impose penalty which has been suitably replied by your company.

A personal hearing in the matter was granted to your company which was availed and have suitably argued the matter and upon conclusion of the arguments, Your Company has also submitted written submission. Your Company is awaiting the final orders.

(C) The Company had increased its Authorised Share Capital during the Financial Year 2010-11 to 2012-13 however, due to technical issues necessary forms along with the fees w.r.t. increase in authorised Capital could not be filed and paid. Meanwhile the schedule of fees was increased as per the Companies Act, 2013. However, the Authorised Share Capital was increased prior to the applicability of Companies Act, 2013.

The company has filed a Writ Petition bearing No. WP(C) 5199 of 2015 before the Hon'ble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Companies (Registration Offices and Fees) Rules 2014, which has been decided against the Company. On the advice of Company's Advocates, Company Law experts, your company has preferred an appeal before the Hon'ble Supreme Court of India. Your Company's Counsels are of the opinion that your company has a fit case for filing an appeal however, in the eventuality, orders passed against the company, the same may not impact the going concern status and the Company's operations in future as necessary provision in the books of accounts have been made in the books of the Company.

9. BUSINESS PERFORMANCE /FINANCIAL OVERVIEW

Your company is presently engaged on the following areas:

IT Solutions & Products, which comprise of:

System Integration and Networking Solutions (including Hardware); Enterprise software; Trading of UID Kit.

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

During the year under review, the revenue generated from the segment was Rs. 11.51 lacs the breakup of which is as under:

Print EPIC Cars Rs. 10.87 Lacs
PAN Card Coupon Sale & Antivirus Sale Rs. 0.65 Lacs

IT Enabled Services comprising of:

Domain Registration & Web Hosting Services

VAS & IT enabled Services

Aadhaar Enrolment

Printing of Election Cards

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

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

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

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

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

During the year under review, the company had generated revenue of Rs. 50.06 lacs, the breakup of which is as under:

Web Hosting Rs. 3.52 Lacs
Domain Registration which includes exports of Rs. 1.74 lacs Rs. 32.47 Lacs
Software Development Rs. 10.00 Lacs
Server Management Charges Rs. 2.30 Lacs
SMS Service Charges Sale Rs. 1.26 lacs
UID Aadhar Generation & Service revenue Rs. 0.51 Lacs

Telecommunication, through web portal www.uvapoint.com comprising of DTH, Postpaid, prepaid mobile recharge.

The portal www.uvapoint.com was developed by the company in order to capitalize on the telecom enabled services market in India. This retail platform offered a host of telecom enabled services to customers ranging from prepaid mobile top-up, post-paid mobile bill payment, DTH recharge, landline bill payments, data-card recharge / payments, bulk SMS, mobile application and software application. Your company had reaped fruits from the portal till last year, however, with stiff competition not only from the service provider themselves but also from various other e-commerce platform, vary low margins, long credit days are some of the constraints with which the company was operating which led to decline in revenues. During the year under review, the revenues generated from Top up Air Time was Rs. 1638.82 Lacs.

As the numbers indicate the performance of Your Company is far from satisfactory which is basically due to stiff competition not only from organised sector but from Un-organized sector as well coupled with low margins, can't maintain stock due to launch of new and improved products at low prices; consequently the products becoming obsolete and sold at low prices resulting into loss, purchase of products and services on cash and selling the same on credit. Inspite of above factors, your company is aggressively working on exploring new areas in the above sectors and increase its market share consequently increasing the stake holders worth.

During the fiscal year 2018-19, the revenues from operations (standalone basis) aggregated to Rs. 1700.39 lacs (Previous year - Rs. 7705.11 lacs) registering a decline in revenues from operations by Rs. 6004.72 lacs (decline by 77.93%). The revenues from operations (Consolidated basis) aggregated to Rs. 1700.39 lacs (Previous year - Rs. 7776.73 Lacs) registering a decline in revenues from operations by Rs. 6076.34 lacs (a decline in revenues by 78.14%).

The Company on standalone basis has suffered a loss, before tax, of Rs. 534.76 Lacs and loss after tax (including other comprehensive income), of Rs. 868.54 Lacs. The Consolidated loss before tax stands at Rs. 535.08 lacs and loss after tax (including other comprehensive income) of Rs. 868.86 lacs.

The losses in the company are attributable to decline in business as well as due to increase in Depreciation and Amortisation expenses. The Depreciation and amortization expenses increased by Rs. 1,89,60,608/- during the year under review, which is 116.65% of the depreciation charged during the previous financial year.

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

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

Majority of the revenues of the company are from the telecommunication segment, which in the recent past had been facing tough competition from the service provider as well as various e-commerce sites, which have ventured into B2B2C based multipurpose transaction platform, VAS and bill payment. The margins are very low in mobile and DTH recharge, however, your company is constantly trying to increase the margins by providing other products like mobile applications, VAS, games, etc. The Company is also exploring to venture into exporting mobile phones and has started exporting mobile phones, thus not only generating revenues for the company, also generating valuable foreign currency for the country.

SEGMENT WISE PERFORMANCE

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

Amount (Rs.Rs. in lacs)

Segment Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
IT Solutions & Products 11.52 196.55 11.52 196.55
IT Enabled Services 50.05 50.14 50.05 50.14
Telecommunication 1,638.82 7,458.43 1,638.82 7,530.04
Total 1,700.39 7,705.12 1,700.39 7,776.73
Segment results - Profit / (loss) (before Interest & Tax)
IT Solutions & Products (4.36) (3.24) (4.36) (3.24)
IT Enabled Services (26.27) 4.13 (26.27) 4.13
Telecommunication (88.72) (186.41) (88.72) (186.80)
Total (119.35) (185.52) (119.35) (185.91)
Less: Interest 59.99 321.17 59.99 321.17
Less: Other un-allocable 367.92 179.36 367.92 179.35
Expenditure net off.
Add: Un-allocable Income 12.49 685.87 12.49 685.87
Profit before Tax (534.77) (0.18) (534.77) (0.56)

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

To focus itself in its existing areas of operations, the company had decided to sell its stake in its subsidiaries, however, the Board of Directors had deferred its decision to sell due slackness in the area of operation in which these subsidiaries are. Things are improving and hence the Board of Directors of the Company has once again proposed to sell its stake in its subsidiaries to enable it to focus on its core business i.e. Development of Enterprise Software; Domain Registration & Web-hosting and Telecommunication.

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

During the year under review, M/s. M.K. Aggarwal & Co., Chartered Accountants, Forensic Auditors appointed by National Stock Exchange of India Limited, had submitted their report to the Exchange. The report, though contains certain observations by the said Forensic Auditors, however, are not major. Your company has submitted its response to the observations made by the Forensic Auditors to National Stock Exchange of India Limited and awaiting the response from the National Stock Exchange of India Limited.

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

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

10. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ASSOCIATE COMPANIES

Presently your company has three (3) wholly owned foreign subsidiaries namely, M/s. Axis Convergence Inc, incorporated in Mauritius; Greenwire Network Limited, a company incorporated under the laws of Hong Kong; and Opentech Thai Network Specialists Co. Ltd., incorporated under the laws of Thailand. In the AGM held on 29th September 2018, the members, on the recommendation of the Board of Directors, had approved dis-investment in these wholly owned subsidiaries as it wanted to concentrate itself in its existing business. Your Company had deferred its decision to sell its stake as the market conditions were not conducive for such sale. The Board of Directors of your company are of the opinion that the market conditions are expected to improve hence has once again sought approval from the shareholders for sale of stake in these subsidiaries.

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

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

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

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

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

11. HUMAN RESOURCES

William R. Tracey, in "The Human Resources Glossary," defines Human Resources as: "The people that staff and operate an organization," as contrasted with the financial and material resources of an organization.

A human resource is a single person or employee within your organization. Human resources refer to all of the people, entities employ.

Human Resources is also the function in an organization that deals with the people and issues related to people such as compensation and benefits, recruiting and hiring employees, on boarding employees, performance management, training, and organization development and culture.

At MPS we believe that while Technology can enable processes but it is the People who actually make things happen. We also believe that people are an organization's most important resource. People are an organisation's most significant asset. In a journey of delivering tangible business value to stakeholders, Associates are envisioned as a strategic differentiator for the Company.

Your Company promotes an empowered and collaborative work environment where leaders stay engaged with the Associates and encourage them to challenge conventional thinking. Our employees are our biggest assets. To meet the evolving need of our clients, our priority is to attract and engage the best talent in the right locations with the right skills.

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

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company consists of four members, out of which two are Independent Directors, which includes a woman director. The composition of the Board comprise of a Managing Director, who is promoter of the company also; one Non-independent non-executive director; and two Independent Directors.

Mr. Rachit Garg retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice.

Mr. Manoj Kumar Jain was appointed as an independent director at the twenty fifth Annual General Meeting (AGM) held on 30th day of December 2014, for a period of five years. Based on the recommendation of the Nomination and Remuneration Committee, his re-appointment for a second term of five years is proposed at the ensuing AGM for the approval of the Members by way of Ordinary Resolution.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are: Mr. Peeyush Kumar Aggarwal- Managing Director, Mr. Sanjay Sharma - Chief Financial Officer, Miss. Prachi Sharma - Company Secretary.

The Policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report. During the year, Performance Evaluation of Independent Directors and other Board Members as well as committees of the Board was done in terms of the Act and Regulations.

13. COMMITTEES OF THE BOARD

As on March 31, 2019, the Board had five committees namely: the audit committee, the nomination & remuneration committee, the stakeholders' relationship committee, Corporate Social Responsibility and Risk Management Committee. All Committees consists of Independent Directors. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

14. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations., 2015.

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the 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 the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

15. REPORTING OF FRAUDS BY AUDITORS

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

16. MANAGERIAL REMUNERATION

The statement containing particulars of employees as required under section 197of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The said information shall also be made available for inspection at the registered office of the Company during working hours.

17. BOARD DIVERSITY

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

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at http://www.mpsinfotec.com/investors_zone.

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

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

The details of remuneration paid to the Directors including Executive Director designated as Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.

19. BOARD & COMMITTEE MEETINGS

The board met 7 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

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

20. MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met on May 30, 2018 to review the performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. The Independent Directors in their separate meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

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

There are no material changes affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of the Report.

22. DIRECTOR'S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act'), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards), Amendment Rules, 2016.The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

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

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

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

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

d) the Directors had prepared the annual accounts on a ‘going concern basis';

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the company, work performed by the Internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-19.

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

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

24. AUDITORS

A. Statutory Auditor

At the 29th Annual General Meeting held on 29th September 2018, the members approved appointment of M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration No. 010192N were appointed as Statutory Auditors of the Company from to hold office to hold office for a period of five years from the conclusion of that SGM till the conclusion of the AGM to be held in the 2023, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

AUDITOR'S REPORT

The observations made in the Auditors' Report are as under:

I. In the following items shown as intangible Assets / inventory, there has been no progress (a) Capital work-in-progress - Rs. 56 Crores (Software development) (b) Software rights - Rs. 36 crores (c) Opening Stock (Source Codes) - Rs. 62 Crores

II. Investment in subsidiaries Rs. 62 Crores - There are no operations in these overseas subsidiaries and no audit has been done and no updated information has been received

III. The Company has shown in the balance sheet, bank balances in BancoEfisa (Lisbon Portugal) amounting to Rs. 347,892,163/- (USD 8,883,210.75) which the bank has adjusted and the matter is in the court of law. Consequently the bank balances shown in balance sheetis Overstated by Rs. 347,892,163/-

IV. The Company has increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50 crores during the period of FY-2010-11 to FY 2012-13, RoC fees of Rs. 4.88 crores towards the same stands payable, under the head "Other Current Liabilities" in the IND AS Financial Statements (refer note no. 13 of the Standalone Balance Sheet).

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

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

1. The Company will be able to take business benefits once adequate funds are realised from other assets of the Company. Adequate measures are being taken by the Company to realise these assets.

2. The company is making all efforts to revive the business in these subsidiaries, however, the same is possible once the company has realised funds from other assets of the Company.

3. The funds raised by the Company from GDR issue during F._Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, Banco Efisa, the Bank in Portugal, wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company's Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. Your Company has also initiated a strong civil action for recovery of USD 8,883,210.75, along with interest, against Banco Efisa and its Holding Company, wherein our Portuguese advocates confirm that the chances of recovery are very high. The suit filed by-your company before Portuguese courts is presently at an advanced stage and pending adjudication. In case the amount is not recovered, the reserves will be reduced by Rs. 3478.92 Lacs.

4. The Company had increased its authorized capital during the Financial Year 2010-11 to 2012-13 however, necessary forms along with the fees w.r.t. increase in authorized Capital could not be filed and paid. Meanwhile the schedule of fees was increased as per the Companies Act, 2013. However, the authorized capital was increased prior to the applicability of Companies Act, 2013. The company has filed a Writ Petition bearing No. WP(C)-5199 of 2015 before the Hon'ble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Registration of Offices and Fees Rules 2014 which was decided vide Judgment and Order dated 15th January 2019. The Company has filed an SLP before the Hon'ble Supreme Court vide diary no. 18802-2019 dated 17-05-2019. Impact of additional fee for the FY 2017-18, computed as per Companies Act, 1956, amounting to Rs. 48.76 lacs have already been taken into effect in while computing profit / loss for the period. However, the profits will be impacted in case the companyis directed to pay fees as per the Companies Act, 2013 which would reduce the profits by Rs. 391.23 lacs.

5. As regards Auditors' remarks w.r.t. Income Tax for the Assessment year 2013-14 amounting to Rs. 20.80 lacs and interest thereon is payable. It is stated that your company has already provided for the amount payable towards Income Tax for AY 2013-14 along with interest hence this liability has no further impact on the profits / retained earnings of the reported period of the Company.

B. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2018-19.

Annual Secretarial Compliance Report & Secretarial Audit Report

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

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the secretarial auditors of the Company to examine the compliance of all applicable SEBI Regulations and circulars / guidelines and provide their report. The Secretarial Auditors vide their report dated 25th May 2019, have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder except for the following:

S. No Compliance Requirement (Regulations/ circulars / guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secretary
1 Regulation 14 Listing Fees & Other Charges Not Paid Listing fees Payment to BSE is pending from last one year and that of NSE is pending from last three years
2 Regulation 33 (3) (a) - Financial Results alongwith Limited review report/Auditor's report Filed twice In the first instance Limited review report was not submitted along with the financial statements of the company
3 Regulation 31 Shareholding Pattern Delayed Company has delayed in filing shareholding pattern for the quarter 31st March 2018 by one day.
4 Regulation 46 Website Partial Disclosures Company has not made proper disclosures regarding maintenance of website for the year ended March, 2019.
5 Regulation 44(3) - Voting Results Delayed Due to clerical delay
6 Regulation 30 Outcome of Board meeting Delayed The outcome was filed twice and the final copy was filed after the expiry of 30 minutes from the conclusion of board meeting held on 30/05/2018.

Though there has been delay in submitting certain compliances with the stock exchanges, however, there has been no non-compliance.

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

(a) Listing fees payment to BSE is pending from last one year and that of NSE is pending for the past more than 3 years. (b) Company has made partial disclosures regarding maintenance of website for the year ended 31st March 2019 and the same is not updated. (c) The Company has increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50 crores during the period of FY-2010-11 to FY 2012-13, ROC fees of Rs. 3.42 crores towards the same stands payable, under the head "Other Current Liabilities" in the financial statements.

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

The Board's comments on the observations, qualifications, reservations or adverse remark are as under:

(a) Due to considerable decline in the business of the company coupled with the funds that are available with the company are being utilized for repayments of loans from Banks. Arrangements are being made to clear the dues stock exchanges soon.

(b) Pursuant to the observations made by the Secretarial Auditors, the website of the company has been updated.

(c) As regards observations made by the Secretarial Auditor in its Secretarial Audit Report, the same has been appropriately dealt with in the Board's comments on the opinion made by the Statutory Auditors in their audit report hence the same is not being repeated herein for the sake of brevity.

C. Internal Auditor

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee has appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2019-20.

25. PARTICULARS OF EMPLOYEES

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

The ratio of the remuneration of whole-time director and key managerial personnel (KMP) to the median of employees remuneration as per section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The said information shall also be made available for inspection at the registered office of the Company during working hours.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are entered in the ordinary course of business and are at Arm's Length.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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

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

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is an equal opportunity provider and consciously strives to build a work culture that promotes the dignity of all employees. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace.

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

28. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee also forms part of Report on Corporate Governance.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

30. RISK MANAGEMENT POLICY

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

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

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the financial statements as well as to the Notes to the financial statements provided in this Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY

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

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

The CSR Policy may be accessed on the Company's website at the link: http://mpsinfotec.com/pdf/Coporate-Social-Resposibility(CSR)%20Policy-Final.pdf

The company's CSR Policy intends to:

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

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

The Composition of the CSR Committee during the Financial Year 2017-18 was:

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

Average net profit (Loss) of the company for last three financial years: (Rs. 5,07,66,889/-)

Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Since the average net profits for preceding 3 financial years are in negative, therefore no amount that is required to be spent by the Company as CSR expenditure.

Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: Nil
(b) Amount unspent, if any: Nil

(c) Manner in which the amount sent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)
S. No.

CSR Project or activity identifie d

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 was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Sub-heads: Direct expenditure on projects or programs Overheads

Cumulative expenditure upto the reporting period

Amount spent direct or through implementing agency

Not Applicable since the company had suffered losses during the last three years

33. DISCLOSURE REQUIREMENT

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

Details of familiarization programme of the independent directors are available on the website of the Company (URL: http://mpsinfotec.com/pdf/Familiarization-Programme-for-Independent-Directors.pdf)

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

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

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

34. DEPOSITS

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

S. No Particulars Amount *Rs. / Remarks
(a) Accepted during the year Nil
(b) Remained unpaid or unclaimed as at the end of the year Nil
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved N.A since the company has not accepted any deposits
(i) at the beginning of the year Nil
(ii) maximum during the year Nil
(iii) at the end of the year Nil

35. SECRETARIAL STANDARDS

The Company has complied with the provisions of the applicable Secretarial Standards i.e. SS-1 (Secretarial Standard on meeting of the Board of Directors) and SS-2 (Secretarial Standards on General Meeting).

36. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

37. RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavor, constantly invests in and undertakes research & development aimed at improving its solutions. MPS has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holder's value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities MPS stress is on continuous innovation and research, based on market requirements and customer expectations.

38. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31st March, 2019 is uploaded on the website of the Company at www.mpsinfotec.com & annexed as "Annexure-D", which forms part of this report.

39. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

(Rs.Rs. in lacs)
Particulars Year ended 31.03.2019 Year ended 31.03.2018
Foreign exchange earnings 1.73 0.74
Foreign exchange Outgo 18.38 16.56

40. ACKNOWLEDGEMENTS

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

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

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

For and on Behalf of the Board of Directors
MPS Infotecnics Limited
SD/- SD/-
Rachit Garg Peeyush Kumar Aggarwal
Director Managing Director
DIN: 07574194 DIN: 00090423
Place: New Delhi
Date: 30/05/2019

   

MPS Infotecnics Ltd Company Background

Peeyush Aggarwal
Incorporation Year1989
Registered Office703 Arunachal Building 19,Barakhamba Rd Connaught Place
New Delhi,New Delhi-110001
Telephone91-011-43571044,Managing Director
Fax91-011-43571047
Company SecretaryPrachi Sharma
AuditorNemani Garg Agarwal & Co
Face Value1
Market Lot1
ListingBSE,NSE,Singapore,
RegistrarMas Services Limited
T-34 2nd Floor,Okhla Industrial Are,Phase II,New Delhi - 110020

MPS Infotecnics Ltd Company Management

Director NameDirector DesignationYear
Peeyush Aggarwal Managing Director 2017
Manoj Jain Independent Director 2017
Madhu Sharma Independent Director 2017
Rachit Garg Director 2017
Prachi Sharma Company Secretary 2017

MPS Infotecnics Ltd Listing Information

MPS Infotecnics Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Services NA 00017.00391
Educational Income Rs.0000
Sale of Products & Services NA 0000
Adjustments NA 0000
Hardware No 0000
Software No 0000

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