As on: May 01, 2025 08:19 AM
OUR MANAGEMENT
Under the Articles of Association, our Company is authorised to have a not less than three (03) and not more than fifteen (15) Directors. As on the date of this Draft Red Herring Prospectus, we have Six (06) Directors on our Board, comprising, one (01) Managing Director, one (01) Whole-Time Director, two (02) Non-Executive Directors and two (02) Independent Directors, two of whom is also the woman director of our Company.
Our Board of Directors
The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus:
Name, DIN, Designation, Period of Directorship, Term, Date of Birth, Age, Nationality, Address, Occupation
Other Directorships
DIN: 00175840
Designation: Chairman and Managing Director
Period of Directorship: July 29, 2023 to July 28, 2028
Address: 1106, Sector, 17, Faridabad, Kheri Kalan 113,
Occupation: Business
Date of Birth: September 22, 1975
Nationality: Indian
Age: 47 years
DIN: 06646092
Designation: Executive Director and Whole-time Director
Address: Dendera 604, Omaxe Nile Appartments, Near Sai
Temple, Sector 49 Sohna Road, Islampur (97), Gurgaon, Haryana 122018.
Date of Birth: August 02, 1973
Age: 50 Years
DIN: 10209076
Designation: Non-Executive Director
Period of Directorship: June 30, 2023
Address: Flat No. 402, Belveere Tower, Charmwood Village, Faridabad, Surajkund, Faridabad, Haryana 121009
Date of Birth: September 22, 1966
Age: 56 years
DIN: 08046785
Address: 112/2 C-1, Silver Oaks Apartment, DLF-1, Kanchan
Date of Birth: April 04, 1970
Age: 53 years
DIN: 00472365
Designation: Independent Director
Term: June 07, 2023 to June 06, 2028
Period of Directorship: June 07, 2023 to June 06, 2028
Address: House No. 6669 Block No. 9, Street No. 7, Near Khalsa College, Dev Nagar, Karol Bagh, Central Delhi, Delhi - 110005
Occupation: Retired Professional
Date of Birth: 11/04/1961
Age: 62 years
DIN: 10241207
Period of Directorship: July 19, 2023 to July 18, 2028
Address: 21, Nokha road, Neminath jain Colony, Hiran magri
Occupation: Professional
Date of Birth: 29/11/1993
Age: 29 years
Brief Biographies of our Directors
Rahul Sahdev, aged forty- seven (47) years, is the Chairman & Managing Director of our Company. He holds a degree in Advance Diploma in Business Management from National Business Management College, Australia. He holds a degree in Diploma in Marketing Department from Australian International College of Business also he holds the degree of Master of Business Administration in Marketing from Sydney University. He is associate with our company since February 02, 2023. He is having 18 years of experience in the field of marketing.Currently he is looking marketing & business development in our company.
Praveen Tandon, aged fifty (50) years, is the Executive Director and Whole-time Director of our Company. He holds a degree in Bachelor in Engineering from Nagpur University. Over 25 years of experience in Procurement of Passive Infrastructure, Electronics, Project Management, Marketing, and Customer Services Sales in Telecom Sector. He is Adept in supervising logistics operations & ensuring timely execution, while adhering to transit guidelines and also demonstrated excellence in handling contracts, closure of deals, Contract Management. He is deft in Contract Negotiations, Closure and Vendor contract management. He has been involved in Customer Contract management and Account management during Tenure with well-known Companies. He is having Skilled in making effective use of cost analysis tools in support of strategic sourcing process, procurement costs, cost reduction metrics and bottom line performance indicators. He displayed prowess in managing Network rollout for the Circle and ensuring delivery of all items on time. In our company he is looking overall business execution.
Chandra Prakash Srivastava, aged fifty-six (56) years, is the Non-Executive Director of our Company. He holds BE (Production & Industrial Engineering), Allahabad in 1987. During his 36 years of experience, he acts as Telecom Sourcing & Business Development Veteran, having worked with most of the Telecom Companies in India at the Senior Management level. He has moved into an enterprenual role & has been providing the consulting services to various companies associated with Telecom. He is associate with our company since June 30, 2023.
Kavya Jha aged fifty-three (53) years, is the Non-Executive Director of our Company. She degree holder of Bachelor of Science from University of Calcutta in the year 1989. During her 20 years of business experience, she engaged in the business of a branded apparel business that supplies branded clothing to schools & corporates and also another business of financial advisory, as she is a green planet crusader, she is member of Save Planet enthusiast community also. She is associate with our company since June 30, 2023.
Suman Kumar, aged sixty-two (62) years, is the Independent Director of our Company. He holds a Masters' degree in Business Administration in Finance from University of Delhi. He has been appointed as an Independent Director of our Company for the period of five (5) years with effect from June 07, 2023 to June 06, 2028 and not liable to retired by rotation.
Aishwarya Singhvi, aged twenty-nine (29) years, is the Independent Director of our Company. She holds a Master's & bachelor's in commerce from the Mohanlal Sukhadia University (MLSU) Udaipur. She is an associate member of the Institute of Company Secretaries of India. She has completed her management trainee from
Practising company Secretary. She is having more than one year of post qualification experience in listed company.
Confirmations
1. None of our Directors of our Company have held or currently hold directorship in any listed company whose shares have been or were suspended from being traded on any of the Stock Exchanges in the five (05) years preceding the date of filing of this Draft Red Herring Prospectus with the SEBI, during the term of his/her directorship in such company.
2. Further, none of our Directors of our Company are or were associated in the capacity of a director with any listed company which has been delisted from any Stock Exchanges(s) at any time in the past.
3. For details of disclosure pertaining to ‘Wilful Defaulters' please refer to chapter titled "Outstanding Litigations and Disclosure Requirements Disclosures Pertaining to Wilful Defaulters" on page 169Error! Reference source not found.Error! Reference source not found.. Our Directors have been ever identified as a wilful defaulter or fraudulent borrowers, as defined in the SEBI Regulations and there are no violations of securities laws committed by them in the past and no prosecution or other proceedings for any such alleged violation are pending against them.
4. Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender' under Section 12 of the Fugitive Economic Offenders Act, 2018.
5. None of our Directors have been debarred from accessing capital markets by the Securities and Exchange Board of India. Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India.
6. Our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment.
7. No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce him to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm, trust or company in which he is interested, in connection with the promotion or formation of our Company.
Relationship between our Directors, Key Managerial Personnel, Senior Managerial Personnel
As on date of this Draft Red Herring Prospectus, none of the Directors on our Board are related to each other.
Arrangements and Understanding with Major Shareholders
None of our Directors, Key Managerial Personnel or Senior Managerial Personnel have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which of the directors was selected as a director or member of senior management.
Details of service contracts entered into by the directors with the company providing for benefits upon termination of employment
As on date of this Draft Red Herring Prospectus, our Company has not entered into any service contracts with its directors which provide for benefits upon termination of employment.
Except as stated otherwise in this Draft Red Herring Prospectus and any statutory payments made by our Company, no non-salary amount or benefit has been paid, in two (02) preceding years, or given or is intended to be paid or given to any of our Company's officers except remuneration of services rendered as Directors, officers or employees of our Company.
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of such officer's employment in our Company or superannuation. Contributions are made regularly by our Company towards provident fund, gratuity fund and employee state insurance.
Borrowing Powers of our Board
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Our Company has, pursuant to EGM held on April 20, 2023, resolved that in accordance with the provisions of the Companies Act, 2013, our Board is authorised to borrow, from time to time, such sum or sums of moneys which together with the moneys already borrowed as the Board may deem fit for the purpose of the business of the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), in excess to the aggregate of the paid up capital of our Company and its free reserves, provided that the total amount borrowed by the Board of Directors and outstanding at one time shall not exceed 1,00,00,00,000 (Rupees One Hundred
Crore only).
Terms of appointment and remuneration of our Executive Directors
i. Terms of Appointment of Rahul Sahdev
Pursuant to a resolution passed by the Board of Directors at the meeting held on July 28, 2023 and approved by the Shareholders of our Company at the Annual General Meeting held on July 29, 2023, Rahul Sahdev was appointed as the Managing Director of our Company for a period of 5 years with effect from July 29, 2023 along with the terms of remuneration, which provides that the aggregate of his salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed under Clause (A) Section II of Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Particulars
ii. Terms of Appointment of Praveen Tandon
Pursuant to a resolution passed by the Board of Directors at the meeting held on July 28, 2023 and approved by the Shareholders of our Company at the Annual General Meeting held on July 29, 2023, Praveen Tandon was appointed as the Whole Time Director of our Company for a period of 3 years with effect from July 29, 2023 along with the terms of remuneration, which provides that the aggregate of his salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed under Clause (A) Section II of Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Remuneration details of our Non-Directors Directors & Independent Directors
(i) Sitting fee details of our Non-Executive Directors and Independent Directors
As on date of this Draft Red Herring Prospectus, the Non-Executive Directors and Independent Directors of our Company namely Chandra Prakash Srivastava, Kavya Jha, Suman Kumar and Aishwarya Singhvi are entitled to receive a sitting fee of 5,000 for every meeting attended by such directors.
Payment or benefit to Directors of our Company
Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given since the date of incorporation or is intended to be paid or given to the Executive Director except the normal remuneration for services rendered as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our Directors.
Payment or Benefit to officers of our Company
Except as stated otherwise in this Draft Red Herring Prospectus and any statutory payments made by our Company, no non-salary amount or benefit has been paid, since the incorporation, or given or is intended to be paid or given to any of our Company's officers except remuneration of services rendered as Directors, officers or employees of our Company.
Remuneration paid to our Directors by our Subsidiary
As on date of this Draft Red Herring Prospectus, our Subsidiary has not paid any remuneration to our Directors.
Loans to Directors
As on date of this Draft Red Herring Prospectus, our Company has not furnished any loans or advances to its Directors.
Bonus or Profit Sharing Plan for our Directors
None of our Directors are a party to any bonus or profit sharing plan.
Shareholding of Directors in our Company
Except as stated below, none of our other Directors holds any Equity Shares of our Company as on the date of filing of this Draft Red Herring Prospectus:
Sr. No.
Shareholding of Directors in our Subsidiary
None of the Directors of our Company hold any shares in the Subsidiary of our Company.
Interest of our Directors
Our Directors are interested in our Company in the following manner:
(a) All the Directors may be deemed to be interested to the extent of fees/remuneration, if any, payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under the Articles of Association; For further details of interest of our Directors in our Company, see "Our Management - Remuneration/Compensation/ Commission paid to Directors" on page 135 of this DRHP.
(b) All the Directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them and to the extent of any dividends payable to them and other distributions in respect of the said Equity Shares; Our Directors may also be interested to the extent of Equity Shares held by them or held by the entities in which they are associated as promoter, directors, partners, proprietors or trustees or kartas or coparceners or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoter, directors, partners, proprietors, members or trustees, pursuant to this Offer. Except as disclosed in "Financial Information", "Our Promoter and Promoter Group" and "Our Subsidiary" on page 154, 147 and 129, respectively, our Directors are not interested in any other company, entity or firm.
Interest as to property
As on date of this Draft Red Herring Prospectus, the Directors of our Board are not interested in any property acquired or proposed to be acquired by our Company.
Changes in our Board during the Last Three (03) Years
Corporate Governance
The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance will be applicable to our Company immediately upon the listing of our Equity Shares on the Stock Exchanges.
Except as disclosed below, there have been no changes in our Board during the last three (03) years.
Name of Director
Date of Cessation
Rahul Sahdev
-
Praveen Tandon
We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution of our Board and Committees thereof. Our 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, as required under law.
Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing Regulations and the Companies Act. Our Board functions either directly, or through various committees constituted to oversee specific operational areas.
Committees of our Board
Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations:
a) Audit Committee; b) Stakeholders' Relationship Committee; c) Nomination and Remuneration Committee; and d) IPO Committee.
Details of each of these committees are as follows:
a) Audit Committee
Our Audit Committee was constituted on July 31, 2023 in compliance with SEBI Listing Regulations with the following members forming a part of the said Committee:
Name of Member
The Audit Committee is in compliance with Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Audit Committee.
The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:
A. Powers of Audit Committee
The Audit Committee shall have the following powers:
To investigate any activity within its terms of reference; To seek information from any employee; To obtain outside legal or other professional advice; and
To secure attendance of outsiders with relevant expertise, if it considers necessary
B. Role of the Audit Committee
The role of the audit committee shall include the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. 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. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Monitoring the end use of funds raised through public offers and related matters;
8. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
9. Approval of any subsequent modification of transactions of the company with related parties;
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 Accounting Standards.
10. Scrutiny of inter-corporate loans and investments;
11. Valuation of undertakings or assets of the company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
14. 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;
15. Discussion with internal auditors of any significant findings and follow up there on;
16. 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;
17. 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;
18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
19. Reviewing the functioning of the whistle blower mechanism
20. Approval of appointment of CFO (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;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and
22. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments, as may be applicable.
Further, the Audit Committee shall mandatorily review the following information:
Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the audit committee), submitted by management;
Management letters / letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
statement of deviations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
Stock Exchanges(s) in terms of Regulation 32(1) of the SEBI Listing Regulations. b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.
As required under the SEBI Listing Regulations, the Audit Committee shall meet at least four times a year with maximum interval of four months between two meetings and the quorum for each meeting of the Audit Committee shall be two members or one third of the members, whichever is greater, provided that there should be a minimum of two independent directors present.
b) Stakeholders' Relationship Committee
Our Stakeholder' Relationship Committee was constituted on July 31, 2023. The members of the said Committee are as follows:
The Stakeholders' Relationship Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the
Stakeholders' Relationship Committee.
The scope and function of the Stakeholders' Relationship Committee is in accordance with Section 178 of the
Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the
Stakeholders' Relationship Committee of our Company include:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. Review of measures taken for effective exercise of voting rights of by shareholders;
3. 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;
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company; and
5. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.
As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee shall meet at least once a year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of the security holders. The quorum of the meeting shall be either two members or one third of the members of the committee whichever is greater.
c) Nomination and Remuneration Committee
Our Nomination and Remuneration Committee was constituted on July 31, 2023 with the following members:
The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Nomination and Remuneration Committee.
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. Recommend to the Board of Directors all remuneration, in whatever form, payable to senior management;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
6. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or
The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003;
7. Evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director; and
8. Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.
As required under the SEBI Listing Regulations, the Nomination and Remuneration Committee shall meet at least once a year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of the shareholders. The quorum for each meeting of the said committee shall be either two members or one-third of the members of the committee whichever is greater, including at least one independent director in presence.
d) IPO Committee
Our IPO Committee was constituted on July 31, 2023 for the purpose of the Issue. The members of the said Committee are as follows:
The Company Secretary shall act as the secretary of the IPO Committee.
The terms of reference of the IPO Committee include the following:
1. Approving amendments to the memorandum of association and the articles of association of the Company;
2. Approving all actions required to dematerialize the Equity Shares, including seeking the admission of the
Equity Shares into the Central Depository Services (India) Limited (the "CDSL") and the National Securities Depository Limited (the "NSDL");
3. Finalizing and arranging for the submission of this DRHP, the RHP, the Prospectus and any amendments, supplements, notices or corrigenda thereto, to appropriate government and regulatory authorities, institutions or bodies;
4. Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required under Applicable Laws for the Board, officers of the Company and other employees of the Company;
5. Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;
6. Approving suitable policies, including on insider trading, whistle blower/vigil mechanism, risk management and other corporate governance requirement that may be considered necessary by the Board or the IPO Committee or as may be required under Applicable Laws in connection with the Offering;
7. Deciding on the size and all other terms and conditions of the Offer and/or the number of Equity Shares to be offered in the Offer, including any Pre-IPO Placement, Reservation, Green Shoe Option and any rounding off in the event of any oversubscription as permitted under Applicable Laws;
8. Taking all actions as may be necessary or authorized in connection with the Issue;
9. Appointing and instructing book running lead manager, syndicate members, placement agents, bankers to the Offer, the registrar to the Offer, bankers of the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring agencies, advertising agencies and all such persons or agencies as may be involved in or concerned with the Offer and whose appointment is required in relation to the Offer, including any successors or replacements thereof;
10. Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad, in Rupees or in any other currency, in accordance with Applicable Laws;
11. Entering into agreements with, and remunerating all such book running lead manager, syndicate members, placement agents, bankers to the Offer, the registrar to the Offer, bankers of the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring agencies, advertising agencies, and all other agencies or persons as may be involved in or concerned with the Offer, including any successors or replacements thereof, by way of commission, brokerage, fees or the like;
12. Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to the Stock
Exchanges and taking all such actions as may be necessary in connection with obtaining such listing, including, without limitation, entering into the listing agreement with the Stock Exchanges;
13. Seeking, if required, the consent of the Company's lenders and lenders of its Subsidiary, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and any other consents that may be required in connection with the Offer;
14. Submitting undertaking/certificates or providing clarifications to the SEBI and the Stock Exchanges;
15. Determining the price at which the Equity Shares are issued to investors in the Offer in accordance with
Applicable Laws, in consultation with the book running lead manager and/or any other advisors, and determining the discount, if any, proposed to be issued to eligible categories of investors;
16. Determining the price band and minimum lot size for the purpose of bidding, any revision to the price band and the final Offer price after bid closure;
17. Determining the Bid/Offer opening and closing dates;
18. Finalizing the basis of allocation of Equity Shares to retail investors/non-institutional investors/qualified institutional buyers and any other investor in consultation with the book running lead manager, the Stock Exchanges and/or any other entity;
19. Opening with the bankers to the Offer, escrow collection banks and other entities such accounts as are required under Applicable Laws;
20. To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic mode representing the underlying equity shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more Stock Exchanges(s), with power to authorise one or more officers of the Company to sign all or any of the aforesaid documents;
21. Severally authorizing Mr. Rahul Sahdev and Mr. Praveen Tandon ("Authorized Officers"), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officers consider necessary, desirable or expedient, in connection with the Offer, including, without limitation, engagement letters, memorandum of understanding, the listing agreement with the Stock Exchanges, the registrar's agreement, the depositories' agreements, the offer agreement with the book running lead manager (and other entities as appropriate), the underwriting agreement, the syndicate agreement, the escrow agreement, confirmation of allocation notes, the advertisement agency agreement and any undertakings and declarations, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Offer, the book running lead manager, syndicate members, placement agents, bankers to the Offer, registrar to the Offer, bankers of the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring agencies, advertising agencies, and all such persons or agencies as may be involved in or concerned with the Offer including any successors or replacements thereof; and any such agreements or documents so executed and delivered and acts, deeds, matters and things done by any such Authorized Officers shall be conclusive evidence of the authority of the Authorized Officers and the Company in so doing;
22. Severally authorizing the Authorized Officers to take any and all action in connection with making applications, seeking clarifications and obtaining approvals (or entering into any arrangement or agreement in respect thereof) in connection with the Offer, including, without limitation, applications to, and clarifications or approvals from the GoI, the RBI, the SEBI, the RoC, and the Stock Exchanges and that any such action already taken or to be taken is hereby ratified, confirmed and/or approved as the act and deed of the Authorized Officers and the Company, as the case may be;
23. Severally authorizing the Authorized Officers, for and on behalf of the Company, to execute and deliver any and all documents, papers or instruments and to do or cause to be done any and all acts, deeds, matters or things as any such Authorized Officers may deem necessary, desirable or expedient in order to carry out the purposes and intent of the foregoing resolutions or the Offer; and any documents so executed and delivered or acts, deeds, matters and things done or caused to be done by any such Authorized Officers shall be conclusive evidence of the authority of such Authorized Officers and the Company in so doing and any such document so executed and delivered or acts, deeds, matters and things done or caused to be done by any such Authorized Officers prior to the date hereof are hereby ratified, confirmed and approved as the act and deed of the Authorized Officers and the Company, as the case may be; and
24. Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and all acts, deeds, matters or things as the IPO Committee may deem necessary, desirable or expedient in order to carry out the purposes and intent of the foregoing resolutions or the Offer; and any documents so executed and delivered or acts, deeds, matters and things done or caused to be done by the IPO Committee shall be conclusive evidence of the authority of the IPO Committee in so doing.
Our Key Managerial Personnel
In addition to our Managing Director and Whole-time director, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors', set forth below are the details of our Key Managerial Personnel as on the date of filing of this Draft Red Herring Prospectus:
Sarvgya Jain, aged 25 years, is the Chief Financial Officer of our Company. He has passed Intermediate Examination of the Institute of Chartered Accountants of India. He has three plus years of experience. He overseeing the financial operations and ensuring tax compliance in all the accounting activities. He looks after the finance related matters of our Company. He has been appointed as the Chief Financial Officer of our Company with effect from July 07, 2023.
Abhishek Jain, aged 30 years is the Company Secretary and Compliance Officer of our Company with effect from July 07, 2023. He holds degree in Bachelor of Commerce from University of Delhi in the year 2014. He also a law graduate from Chaudhary Charan Singh University, Meerut. He is an fellow member of the Institute of Company Secretaries of India. He has over six years of experience in corporate, legal, secretarial due diligence, corporate governance, audit, SEBI, RBI and other applicable laws in India. He is responsible for handling secretarial and compliance matters of our Company and was appointed as a Company Secretary with effect from July 07, 2023.
Our Senior Managerial Personnel
In addition to Mr. Sarvgya Jain, the Chief Financial Officer and Mr. Abhishek Jain, the Company Secretary and Compliance Officer of our Company, who are our Key Managerial Personnel and whose details are provided above in "Key Managerial Personnel", the details of our other Senior Management Personnel as on the date of this Draft Red Herring Prospectus is as set forth below:
Amit Chaudhary is the Senior Manager Operation of our company. Pursuing to board resolution dated July 28, 2023, he has been appointed as Senior Manager Operation. He is Electrical Engineer from Azad Institute of Engineering & Technology in the year 2006. He has also completed his Bachelor of Information Technology (BIT) from Manipal Academy in the year 2003. He has over 11 years of experience in operation and network uptime, monitoring of and reporting on the implementation of agreed strategic initiatives, optimizing resources.
Relationship of Key Managerial Personnel and Senior Management Personnel with our Directors, Promoter and / or other Key Managerial Personnel and Senior Management Personnel
None of our Directors, Key Managerial Personnel and Senior Management Personnel are related to each other.
Service Contracts with Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel, are governed by the terms of their respective appointment letters/resolutions of our Board in relation their terms of appointment, and have not entered into any other service contracts with our Company. Further, no officer of our Company is entitled to any benefit upon termination of employment or superannuation, other than statutory benefits.
Interest of Key Managerial Personnel and Senior Management Personnel
Except as disclosed in this Draft Red Herring Prospectus, none of our Key Managerial Personnel and Senior Management Personnel's have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to our Company as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel or Senior Managerial Personnel of our Company have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Managerial Personnel
Except the normal remuneration for services rendered by Key Managerial Personnel and Senior Managerial Personnel as disclosed in this Draft Red Herring Prospectus, there is no compensation paid, or benefits in any kind granted, to them on an individual basis, by our company for services in all capacities to the issuer, including contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date.
Bonus or Profit Sharing Plan for our Key Managerial Personnel and Senior Managerial Personnel
None of our Key Managerial Personnel and Senior Managerial Personnel are party to any bonus or profit sharing plan.
Status of Key Managerial Personnel and Senior Managerial Personnel
All our Key Managerial Personnel and Senior Managerial Personnel are permanent employees of our Company or our Subsidiaries
Shareholding of the Key Managerial Personnel and Senior Managerial Personnel
Except as stated below, none of our Key Managerial Personnel and Senior Managerial Personnel of our Company holds any Equity Shares of our Company as on the date of filing of this Draft Red Herring Prospectus:
Name of the Key Managerial Personnel and Senior Management Personnel
Changes in Key Managerial Personnel and Senior Managerial Personnel in the Last Three Years
Set forth below, are the changes in our Key Managerial Personnel and Senior Managerial Personnel in the last three years immediately preceding the date of filing of this Draft Red Herring Prospectus:
Abhishek Jain
Attrition of Key Managerial Personnel and Senior Managerial Personnel
The attrition of the key management personnel is as per the industry standards.
Employee stock option and stock purchase schemes
As on the date of this Draft Red Herring Prospectus, we do not have any ESOP/ESPS scheme for our employees
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company
No non-salary related amount or benefit has been paid or given to any of our Company's officers including our
Directors, Key Managerial Personnel and Senior Management within the two preceding years of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.
Service Contracts with Key Managerial Personnel
Our Key Managerial Personnel, are governed by the terms of their respective appointment letters/resolutions of our Board in relation their terms of appointment, and have not entered into any other service contracts with our Company. Further, no officer of our Company is entitled to any benefit upon termination of employment or superannuation, other than statutory benefits.
Interest of Key Managerial Personnel
Except as disclosed in this Draft Red Herring Prospectus, none of our Key Managerial Personnel's have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to our Company as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.
Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel have been appointed.