Our Company currently has 6 (six) directors on its Board, including three independent directors and one women director. For details on the strength of our Board, as permitted and required under the Articles of Association, see "Main Provisions of Articles of Association" on page 297 of this Red herring Prospectus.
Board of Directors
The following table sets forth the details of our Board as on the date of this Red herring Prospectus:
Name, Father's Name, Designation, DIN, Date of Birth, Address, Occupation, Nationality,
Other directorships
Original Date of Appointment and Current
Term
Ajay Verma
Public Limited Companies:
Father's Name: Bua Ditta Verma
Designation: Managing Director
Private Limited Companies:
DIN: 07129690
Date of birth: February 15, 1980
2. Sarthak Technocraft Private Limited
Address: A-23, Nirupam Royal palms, Jatkhedi Hoshangabad Road, Bhopal, Huzur, Bhopal- 462026, Madhya Pradesh, India.
4. Avys Engineering Private Limited.
Foreign Companies:
Occupation: Business
Nationality: Indian
Original Date of Appointment: July 20, 2023, as
Date of Re-designation: December 01, 2023 as
Current Term: 3 years w.e.f. December 01,
Yogendra Kumar Singh
Father's Name: Alakh Deo Singh
Designation: Whole Time Director
Date of birth: October 22, 1972
1. Millenium Bottlers and Distillers Private Limited*
DIN: 03551106
2. Millenium Liquors Private Limited*
Address: 54, Nikhil Nestles, Jatkhedi,
Name, Father's Name, Designation, DIN, Date of Birth, Address, Occupation, Nationality, Original Date of Appointment and Current
Divyani
Father's Name: Ajit Singh
Designation: Non-Executive and Non-
DIN: 10352857
Date of birth: September 04, 1993
Address: Karma Road, Aurangabad-824101,
Occupation: Professional
Original Date of Appointment: October 15,
Current Term: Liable to retire by rotation.
Vijay Kumar Amar
Father's Name: Radha Krishna Amar
Designation: Non- Executive Independent
DIN: 07129656
Date of birth: January 01, 1949
Address: H. No.-9-10, C.I.Enclave, Chuna
Occupation: Self-employed
Current Term: 5 years w.e.f. October 15, 2023
Vinod Chandra Semwal
Father's Name: Mukadi Ram Semwal
DIN: 03100338
Date of birth: May 01, 1959
Address: D-4/1, Char Imli, Ravi Shankar
Nagar, Bhopal-462016, Madhya Pradesh, India
Occupation: Professional (Retired IAS Officer)
Sanjay Chaudhary
Father's Name: Chintaman Rao Chaudhary
DIN: 10344415
Date of birth: January 11, 1961
Address: 04, Amaltas Phase-2, Kolar Road,
Occupation: Professional (Retired IPS Officer)
* Strike off
Brief profiles of our directors
Ajay Verma, aged 43 years, is the Promoter and Managing Director of our company. He was partner of M/s Manglam Associates since its inception. He has been an integral part of our organization since 2010. He holds a Bachelor of Engineering from and Master of Technology in Civil Engineering from NIILM University, Kaithal. He has over 13 years of experience in this infrastructure consultancy services. He specializes in liaising with both government and non-government entities and has been involved in projects of various scales, EPC/ Build–operate–transfer/Annuity/Public-private partnerships/Bill of Quantities Based/ and state corporations. Yogendra Kumar Singh, aged 51 years, is the promoter, chairman and whole-time director of our company. He was partner of M/s Manglam Associates since its inception. He holds a Diploma Bachelor degree of Industrial and Civil engineering and degree of Master of Science in Engineering from Donbas State Academy of Civil Engineering and Architecture. He has more than 25 years of experience in the field of infrastructure consultancy services. He looks after overall supervision work of the project which includes Supervision and monitoring progress of work, Planning and programme of the work, review progress of work, provide suggestion to expedite the progress of work. Previously he was associated with, Valecha Engineering Limited, Nirvana Earth Movers and M/s Deo Construction and BSC-RBM -PATI (Joint Venture) Divyani, aged 30 years, is Non-Executive Director of our company. She has been associated as Non-executive director with our company since October 15, 2023. She holds a Bachelor of Engineering (Information Technology) and master's in technology (Computer Science & Engineering) degree from University of Technology of Madhya Pradesh. She has pursued additional certifications in C and C++ Programming, Java desktop technologies, Industrial training on Cloud Computing and Certified information Security Specialist. Also, she has been acknowledged with a Certificate of Publication for her work on "Efficient Image Compression using Reverse Bio-Orthogonal Wavelet Filtering with Hard Thresholding" and "extensive review on color image compression methods". Previously, she worked with Sirius Foods Private Limited as Technical Coordinator in Grade-SFE. Vijay Kumar Amar, aged 75 years, is the Non- Executive Independent Director of our company. He has been associated with our company w.e.f. October 15, 2023. He holds a Bachelor of Engineering (Civil) degree from Vikram University, Ujjain and Master of Technology in Foundation Engineering from Maulana Azad National Institute of Technology, Bhopal. He has over 40 years of extensive in the areas of planning, designing, project management, construction, supervision, restoration rehabilitation, upgradation and maintenance of highways & bridges. He has been functioning in the capacity of a consultant through Mangalnirmaan Enineering Solutions LLP. Previously, he worked with, Office of the Chief Engineer Bhopal Zone, National Highways Zone and Sagar Zone. Vinod Chandra Semwal, aged 64 years, is the Non-Executive Independent Director of our Company. He has been associated with our company w.e.f. October 15, 2023.He holds the Master of Arts (Ancient History) degree from University of Allahabad and Master of Business Administration from University of Ljubljana. He has more than 30 years of experience. He has held various distinguished positions in the government department. Sanjay Chaudhary, aged 62 years, is the Non- Executive Independent Director of our company. He has been associated with our company w.e.f. October 15, 2023. He holds a degree of Bachelor of Engineering (Mechanical) from Jiwaji University, Gwalior and a Master of Arts Public Administration degree from Syracuse University and Master of Technology in Management E'Systems from Indian Institute of Technology Delhi. He has more than 37 years of experience public service as a Govt. of India officer of the All-India Services (AIS). He retired as the Director General of Police, Madhya Pradesh. Throughout his career, he has received professional honors, including the Police Medal for Gallantry, President's Medal for Meritorious Services, President's Medal for Distinguish Services. Additionally, he has been awarded. President's Excellence award in promoting Sports in MP and the CM'S Excellence Award for Sports promotion. He specializes in public administration, police administration, conflict resolution arbitration and Crisis management.
Confirmations: a) Details of directorship in companies suspended or delisted.
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from sbeing traded on any stock exchanges, in the last five years prior to the date of this Red herring Prospectus, during the term of their directorship in such company. Further, none of our directors is, or was, a director of any listed company, which has been or was delisted from any stock exchange during the term of their directorship in such company. b) Family Relationship between the Directors Except as stated below, none of the Directors of our Company are related to each other as per Section 2(77) of the Companies Act, 2013.
Name
c) Arrangements with major Shareholders, Customers, Suppliers or Others
There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to which any of the Directors were selected as a director or member of a senior management as on the date of this Red herring Prospectus. d) None of the Directors are categorized as a wilful defaulter or Fraudulent Borrower, as defined under Regulation 2(1)(III) of SEBI (ICDR) Regulations. e) None of the abovementioned Directors have been declared a Fugitive Economic Offender under section 12 of the Fugitive Economic Offender Act, 2018. f) None of the Promoters or Directors has been or is involved as a promoter or directors of any other Company which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment.
Borrowing Powers
In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to a special resolution of our Shareholders at an EGM held on November 10, 2023 our Board is authorised to borrow monies from time to time in excess of aggregate of paid up share capital and free reserves (apart from temporary loans obtained / to be obtained from the company's bankers in ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed 100 Crores.
Terms of employment of our Managing Director Ajay Verma, Managing Director
Pursuant to a resolution passed by the Board of Directors at the meeting held on December 01, 2023, Ajay Verma was appointed as the Managing Director of our Company for a period of 3 years with effect from December 01, 2023 and approved by the Shareholders of our Company at the EGM held on December 11, 2023, the terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms of our Managing Director have been summarized below:
A Monthly Fixed Salary of 5,50,000/- per month. Perquisites: Perquisites in accordance with the rules of the Company and any
B additional perquisites as may be decided by the Board of Directors of the Company from time to time.
C per the policy of the Company.
D Explanation: Family means the spouse, the dependent children and dependent parents of the Managing Director.
H perquisites. Personal long-distance calls and use of car for private purpose shall be billed by the Company.
II
The Company shall reimburse to the Managing Director entertainment, travelling and all other expenses incurred by him for the business of the Company.
III
In the event of absence or inadequacy of net profits in any financial year, the remuneration payable to the Managing Director shall be governed by Section II of Part II of Schedule V of the Companies Act, 2013 or any statutory modification thereof and the same shall be treated as the Minimum Remuneration payable to the said Managing Director.
V
The Appointment may be terminated at any time by either party thereto by giving to the other party six months' notice of such termination and neither party will have any claim against other for damages or compensation by reason of such termination. In any event, the Managing Director shall not be entitled for any compensation in cases mentioned in Section 202(2) of the Companies Act, 2013.
VI
The Managing Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.
VII
Mr. Ajay Verma (DIN: 07129690), satisfies all the conditions set out in Part-I of Schedule V of the Companies Act, 2013 and also conditions set out under sub-section (3) of Section 196
of the Act for being eligible for his appointment. He is not disqualified from being appointed
as Director in terms of Section 164 of the Act.
Pursuant to a resolution passed by the Board of Directors at the meeting held on December 01, 2023, Yogendra Kumar Singh was appointed as the Whole-Time Director of our Company for a period of 3 years with effect from December 01, 2023 and approved by the Shareholders of our Company at the EGM held on December 11, 2023, the terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms of our Whole-Time Director have been summarized below:
Sitting fees and commission to Non-Executive Directors and Independent Directors
Pursuant to a resolution passed by our Board on October 15, 2023, our non-executive directors are entitled to receive a sitting fee of 10,000/-for attending each meeting of our Board and 5,000/-for attending each meeting of our committees, as may be decided by the Board.
Our Company does not pay any remuneration to our Non-Executive and Non-Executive Independent Directors as an annual remuneration/ commission. None of our Non-Executive and Non-Executive Independent Directors have received any sitting fees in the preceding financial year.
Payments or benefits to our directors Executive Directors:
The table below sets forth the details of the remuneration by issuer Company (including sitting fees, salaries, commission and perquisites, professional fee, consultancy fee, if any) paid to our Executive Directors:
Name of the Executive Directors
*Paid remuneration to them by erstwhile partnership in capacity of partner.
Non-Executive Directors:
Non-Executive Directors are not entitled to any remuneration except sitting fees for attending meetings of the Board, or of any committee of the Board.
Contingent and deferred compensation payable to the Directors
As on the date of this Red herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration.
Bonus or profit-sharing plan for our directors
Our Company does not have any performance-linked bonus or a profit-sharing plan in which our directors have participated.
Shareholding of Directors in our Company
Except as disclosed, none of our directors hold any shares of the company as on the date of this Red herring Prospectus:
Particulars
Pre- issue
Post- issue
Interests of our Directors
Our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of the Board or a committee thereof and as well as to the extent of reimbursement of expenses payable to them under the Articles.
Our Executive Directors are interested to the extent of remuneration payable to them pursuant to the Articles of Company and resolution approved by the Board of Directors/Members of the Company as the case may be, time to time for the services rendered as an Officer or employee of the Company. The Directors are also members of the Company and are deemed to be interested in the Equity Shares, if any, held by them and/or any Equity Shares that may be held by their relatives, the companies, firms and trusts, in which they are interested as directors, members, partners, trustees, beneficiaries and promoters and in any dividend distribution which may be made by our Company in the future. For the shareholding of the Directors, please refer "Our Management - Shareholding of Directors in our Company" beginning on on page 162 of this Red herring Prospectus. Other than our promoters, none of the other Directors have any interest in the promotion of our Company other than in the ordinary course of business.
Payment of benefits (non-salary related)
No amount or benefit has been paid or given within the two (2) years preceding the date of filing of this Red herring Prospectus or is intended to be paid or given to any of our directors except the remuneration for services rendered.
Changes in our Company's Board of Directors during the last three (3) years:
Name of Directors
COMPLIANCE WITH CORPORATE GOVERNANCE
In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI (LODR) Regulations to the extent applicable to the entity whose shares are listed on the SME Exchange will also be applicable to our company immediately upon the listing of Equity Shares on the Stock Exchange. We are in compliance with the requirements of the applicable regulations, including the SEBI ICDR Regulations and the Companies Act in respect of corporate governance including the constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board's supervisory role from the executive management team and constitution of the Board committees, each as required under law. Our Board of Directors is constituted in compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations.
Constitutions of Committees
Our Company has constituted the following committees:
1. Audit Committee
Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on October 15, 2023, as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises of following members.
Name of the Directors
Designation
The Company Secretary of our Company shall act as Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and its terms of reference shall include the following:
Terms of reference: Role of Audit Committee
The scope of audit committee shall include, but shall not be restricted to, the following:
1. oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible;
2. recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee; 3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. formulation of a policy on related party transactions, which shall include materiality of related party transactions; 5. reviewing, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;
6. examining and reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to: a. Matters required to be included in the director's responsibility statement to be included in the
Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Modified opinion(s) in the draft audit report.
7. reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval; 8. reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 9. reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process; 10. approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
11. scrutiny of inter-corporate loans and investments;
12. valuation of undertakings or assets of the Company, wherever it is necessary; 13. evaluation of internal financial controls and risk management systems;
14. reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
15. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 16. discussion with internal auditors of any significant findings and follow up there on;
17. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 18. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 19. recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; 20. looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors; 21. reviewing the functioning of the whistle blower mechanism;
22. monitoring the end use of funds raised through public offers and related matters;
23. overseeing the vigil mechanism established by the Company, with the chairman of the Audit
Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; 24. approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 25. reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary exceeding 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing; 26. carrying out any other functions required to be carried out as per the terms of reference of the Audit
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time; 27. consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its members; and 28. to review compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and 29. Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable provisions. 30. Approve all related party transactions and subsequent material modifications.
Review of information by Audit Committee
The audit committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the chief internal auditor;
5. Statement of deviations in terms of the SEBI Listing Regulations: a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of Regulation 32(1) of the SEBI Listing Regulations; and b. annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations. 6. review the financial statements, in particular, the investments made by any unlisted subsidiary.
2. Stakeholders Relationship Committee
Our Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated October 15, 2023. The constituted Stakeholders Relationship Committee comprises of following members:
The Company Secretary of our Company shall act as Secretary to the Stakeholders Relationship Committee. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:
Terms of Reference
1. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;
2. Resolving the grievances of the security holders of the listed entity including complaints related to transfer / transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;
3. Review of measures taken for effective exercise of voting rights by members;
4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;
5. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;
6. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;
7. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the members of the company; and
8. Carrying out such other functions as may be specified by the Board from time to time or specified / provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
3. Nomination and Remuneration Committee
Our Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated October 15, 2023. The Nomination and Remuneration Committee comprises of following members:
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:
The terms of reference:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the "Board" or "Board of Directors") a policy relating to the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy"). The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: (i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; (ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.
2. Formulation of criteria for evaluation of performance of independent directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed as senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out effective evaluation of performance of Board, its committees and individual directors (including independent directors) to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
5. Analysing, monitoring and reviewing various human resource and compensation matters;
6. Deciding 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;
7. Determining the Company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;
8. Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;
9. Reviewing and approving the Company's compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 10. Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable; 11. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: (a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and (b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable. 12. Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme"), if any; 13. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding rules and regulations relating to the administration of the ESOP Scheme; 14. Perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority. 15. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: (a) use the services of an external agencies, if required; (b) consider candidates from a wide range of backgrounds, having due regard to diversity; and (c) consider the time commitments of the candidates.
16. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
Management Organization Structure
The following chart depicts our Management Organization Structure
Our Key Managerial Personnel and Senior Management Personnel
Our Company is managed by our Board of Directors, assisted by qualified experienced professionals, who are permanent employees of our Company. The following are the Key Managerial Personnel of our Company.
Profiles of our Key Managerial Personnel
For the profile of Ajay Verma as a Managing Director and Yogendra Kumar Singh as Whole-Time Director, whose details are provided under "Brief Biographies of our Directors" in the "Our Management" beginning on page 162 of this Red herring Prospectus. The details of our other Key Managerial Personnel as on the date of this Red herring Prospectus are set forth below:
1. Sonu Kumar Gupta, aged 32 years, is Chief Financial Officer of our Company. He has been associated with our Company as Chief Financial Officer w.e.f. October 16, 2023. He is associated with our organization since July 2015. He holds Bachelor of Commerce from Veer Kunwar Singh University, Ara and Master of Commerce and master's in business administration from Sarvepalli Radhakrishnan University. He has completed certified course of Industrial Accountant Tax from ICA Edu skills Private Limited. He has more than 9 years of Experience in the field of accounts and finance. Before joining our company, he was associated with Arun Kumar Bal Krishna Prasad & Co., Chartered Accountants as Assistant Audit & Account Supervisor. He is entitled to a remuneration of 7.20 lakhs per annum.
2. Neha Jain, aged 29 years, is the Company Secretary and Compliance Officer of our Company. She is associated with our organization since April 2023 as Compliance Manager. After that she has been designated as Company Secretary and Compliance officer w.e.f. October 16, 2023. She holds Bachelor of Commerce and law degree from Rani Durgavati Vishwavidyalaya, Jabalpur and is an associate member of Institute of Company Secretaries of India (ICSI). She has experience of more than 4 years in the field of secretarial and compliance. She is responsible for compliance with statutory and regulatory requirements and for ensuring that decisions of our Board are implemented. She has had a previous work experience with Sheshadri Industries Limited. She is entitled to a remuneration of 5.61 lakhs per annum.
Profiles of our Senior Management Personnels
The details of our Senior Management Personnels as on the date of this Red herring Prospectus are set forth below:
1. Dinesh Kumar Tripathi, aged 48 years, is General Manager of our Company. He has been associated with our organization since 2010. He holds Bachelor's in computer engineering from Donetsk state technical University, Ukraine. He has also completed Cisco Certified Network Associate-CCNA. He has more than 13 years of Experience in the field of Infrastructure Consultancy services.
2. Sanjeev Shrivastava, aged 51 years, is General Manager (Admin & Operations) of our Company. He has been associated with our organization since September 2015. He holds degree of Bachelor in Science from Dr. Hari Singh Gour University and Master's in Personnel Management from Barkatullah Vishwavidyalaya, Bhopal. He has more than 22 years of Experience in the various field. Before joining our company, he was associated with Mahakausal Plantation Limited, Yash Vehicles Private Limited and Mapra Laboratories Private Limited.
3. Anil Kumar Jha, aged 61 years, is Manager (HR) of our Company. He has been associated with our organization since 2022. He holds degree of Bachelor of Arts from Bhopal University and P.G diploma in Public administration and Management of public Enterprises from Bhopal University. He has 30 years of Experience in various field of HR management & administration, Payroll & Statutory management, and manpower planning & Recruitment. Before joining our company, he was associated with United Soya Products Limited, Britannia Industries Limited and Hindustan Electro-Graphites Limited.
4. Mahesh Kumar Indoria, aged 62 years, is General Manager (Projects) of our Company. He has been associated with our organization since December 2023. He holds degree of Bechlors of Commerce from University of Rajasthan. He has more than 35 years of Experience in the field of laisoning of Sales and Purchase department. Before joining our company, he was associated with Avys Engineering Private Limited, Ginni Filaments Limited and Ganesh Texknit Private Limited. Relationship amongst the Key Managerial Personnels and Senior Management Personnels of our Company
None of our directors and Key Managerial Personnels and Senior Management Personnels of our Company are related to each other.
Arrangement and Understanding with Major Shareholders/Customers/ Suppliers
None of the above Key Managerial Personnel and Senior Management Personnels have entered into to any arrangement/ understanding with major shareholders/customers/suppliers as on the date of this Red herring Prospectus
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnels
Our Company does not have profit sharing plans for the Key Management Personnel and Senior Management Personnels.
Shareholding of Key Management Personnel and Senior Management Personnels in our Company
Except for Ajay Verma, Yogendra Kumar Singh and Dinesh Kumar Tripathi, who hold 21,52,700 Equity Shares, 32,64,000 Equity shares and 100 Equity shares, respectively, constituting 17.00%, 25.77% and Nil, respectively of total paid- up share capital of our company, none of our Key Managerial Personnel and Senior Management Personnels hold Equity Shares in our Company as on the date of filing of this Red herring Prospectus. For further details, please refer to section titled "Capital Structure" beginning on page 64 of this Red herring Prospectus.
Interest of Key Managerial Personnel and Senior Management Personnels
Except as disclosed in this Red herring Prospectus, the Key Managerial Personnel and Senior Management Personnels of our Company do not have any interest in our Company other than to the extent of their shareholding, remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.
Employee Stock Option or Employee Stock Purchase
Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this Red herring Prospectus.
Payment of Benefits to of our KMPs and SMPs ( non -salary related)
Except as disclosed in this Red herring Prospectus, other than any statutory payments made by our Company to its KMPs and SMPs, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees. For further details, please refer section titled "Restated Financial Statements" beginning on page 188 of this Red herring Prospectus.
Changes in Our Company's Key Managerial Personnel during the last three (3) years
Name of KMP