As on: Mar 23, 2026 12:12 PM
As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and not more than 15 (Fifteen) Directors on our Board, subject to provisions of Section 149 of Companies Act, 2013. As on date of this Draft Red Herring Prospectus, our Board consists of Directors, Six (6) out of which Three (3) are Executive Director, Three (3) are Non-Executive Director out of which Two (2) are Independent Directors. Mr. Amit Garg is the Managing Director of our company.
The following table sets forth certain details regarding the members of our Company's Board as on the date of this Draft Red Herring Prospectus:
S.N. Name, DIN, Date of Birth, Qualification,
No. of Equity Other
Designation, Occupation, Address, Nationality and Term
Shares held & % Directorship/partner of pre issue shareholding
1. Mr. Amit Garg
90,00,000 Equity Indian Private
Designation: Managing Director
Address: II B, 158, Nehru Nagar, Ghaziabad, Uttar Pradesh-201001
Date of Birth: 24/09/1976
Indian Public
Companies- Nil
Qualification: Bachelor of Commerce
Section 8 companies-
Occupation: Business
Indian LLPs - Nil
Nationality: Indian
Term: 5 years from 30/05/2024
Date of Appointment: 30/05/2024
DIN: 07883287
2. Mr. Anil Kumar Garg
Designation: Whole Time Director (WTD)
Address: Flat No. A-405, Vasundhara Valley
Section 8 companies- Nil
Date of Birth: 22/02/1955
Indian LLPs Nil
Qualification: Bachelor of Engineering, Civil
Term: 5 years from 15/07/2024
Date of first appointment: 28/06/2024
Date of appointment as WTD: 15/07/2024
DIN: 10684526
3. Ms. Meenu Garg
Designation: Executive Director
Address: II B, 158, Nehru Nagar, Ghaziabad, Uttar
Date of Birth: 11/12/1976
Qualification: Bachelor of Arts
Date of first Appointment: 30/05/2024
Date of Appointment as Executive Director:
DIN: 08147379
4. Mr. Prabhat Rajpoot
Designation: Non-Executive Director
Shares (9.23% of Companie: the Pre-issue
Address: Shri. Narayanganj, Punjabi Colony,
Date of Birth: 17/05/1990
Qualification: Master of Business Administration
DIN: 07867386
5. Mr. Rajpal Singh
Designation: Independent Director
Address: House No 3049, Sector 19D, Chandigarh,
Date of Birth: 03/03/1961
Qualification: Master of Engineering (Civil)
Occupation: Professional
Date of Appointment: 15/07/2024
DIN: 08892049
6. Mr. Umesh Bansal
Companies-
Address: House No 1709, Ward No 18, near
Date of Birth: 17/03/1995
Qualification: CA (Chartered Accountant)
DIN: 08705449
BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY
1. Mr. Amit Garg, aged 48 years, is the Promoter, Chairman and Managing Director of our Company. He has been appointed as Managing Director of our Company since incorporation. He has completed his bachelor's degree in commerce (B. Com) from the University of Meerut. He has over 15 years of hands-on experience in various aspects of the Road Construction industry. He is responsible for looking at all day-to-day activities and ensuring all the required standards are maintained and providing direction to the operations team, overseeing all aspects of day-to-day operations of the Company.
2. Ms. Meenu Garg, aged 47 years, is the promoter and Executive Director of the Company since incorporation. She has completed her bachelor's degree in arts from the University of Delhi and possesses over 15 years of experience in Business Administration. Ms. Garg has a good understanding of Business management, which have been instrumental in driving the company's strategic initiatives.
3. Mr. Prabhat Rajpoot, aged 34 years, is the promoter and Non-Executive Director of our Company since incorporation. He has done Master of Business Administration (MBA) from Punjab Technical University and brings with him an experience of 7 Years in Business Management. Leading our Project Management team, Mr. Rajpoot provides guidance and conducts strategic analyses to the timely and successful completion of our projects
4. Mr. Anil Kumar Garg, aged 69 years is Whole Time Director of the Company. He has been appointed as Additional Director of the company on 28th June, 2024 and thereafter his appointment has been regularized and he is appointed as Whole Time Director of the Company on 15th July, 2024 in the Extra-Ordinary General meeting of the company. He is a Fellow Member of The Institute of Engineers (India) and earned his BE (Civil) degree in 1977 from the University of Allahabad. With a distinguished career spanning he has served various government departments including UP Jal Nigam, PWD, and the Government of Uttar Pradesh for more than 35 years. Mr. Anil Kumar Garg brings a wealth of experience to our organization.
5. Mr. Rajpal Singh, aged 63 years is an Independent Director of the Company. He has been appointed as Independent Director of the Company on July 15, 2024. He holds a Master of Engineering ME (Civil from the University of Roorkee. He is having more than 35 years of experience in Civil Engineering. He has served as UPPWD assistant engineer from 1983 to 2006, Executive engineer from 2006 to 2013, Superintending engineer from the year 2013 to 2017, Chief Engineer from 2017 to 2019, Engineer in Chief from 2019 to 2020 & retired from the post of Head of Department in the year 2021. His guidance and expertise will help in ensuring that the company makes sound and strategic business decision.
6. Mr. Umesh Bansal, aged 29 years is an Independent Director of the Company. He has been appointed as Independent Director of the Company as on July 15, 2024. He is Chartered Accountant by profession since 2018. He is having deep knowledge of Financial, Accounting, Auditing & Taxation and extensive experience of around 6 years. His understanding and knowledge of financial management and accountancy will help our organization to run efficiently and manage our Financial Factors.
Note:
As on the date of this Draft Red Herring Prospectus:
a) None of our Directors is or was a director of any listed company during the last five years preceding the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their directorship in such company.
b) None of the Directors are on the RBI List of willful defaulters.
c) None of our Directors are categorized as a willful defaulter or a fraudulent borrower, as defined under Regulation 2(1)(lll) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
d) None of our Directors is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018.
e) None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred by SEBI from accessing the capital market.
f) None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter, director or person in control 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.
Family Relationship between Directors or director and key managerial personnel or senior management
Except as stated below, none of the Directors or Director and Key Managerial Personnel or Senior Management of the Company are related to each other as per Section 2(77) of the Companies Act, 2013:
Sr. No. Name of the Director
Details of current and past directorship(s) in listed companies whose shares have been / were suspended from being traded on the stock exchanges and reasons for suspension.
None of our Directors is / was a director in any listed company during the last five years before the date of filing of this Draft Red Herring Prospectus, whose shares have been / were suspended from being traded on the any stock exchange.
Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock exchange(s) and reasons for delisting.
None of our Directors are currently or have been on the board of directors of a public listed company whose shares have been or were delisted from any stock exchange.
Details of arrangement or understanding with major shareholders, consumers, suppliers or others, pursuant to which of the Directors were selected as a director or member of senior management.
There are no arrangements or understandings with major shareholders, consumers, suppliers or any other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a director or a member of the senior management as on date of this Draft Red Herring Prospectus.
Details of service contracts
None of our directors have entered into any service contracts with our company except for acting in their individual capacity as director and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company.
Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of or retirement from employment.
Borrowing power of the Board
In terms of the special resolution passed at an Extra- Ordinary General Meeting of our Company held on September 05, 2024 and pursuant to Section 180(1)(c) and any other applicable provisions, of the Companies Act, 2013 and the rules made thereunder, the consent of members of the Company has been accorded to borrow from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company`s bankers in the ordinary course of business), may exceed the aggregate of the paid up capital of the Company and free reserve, provided that the total outstanding amount so borrowed, shall not at any time exceed the limit of Rs 1000 Crore (One Thousand Crore Only).
TERMS AND CONDITIONS FOR EMPLOYMENT OF THE DIRECTORS
i. Terms and conditions for Executive Directors
Name
Mr. Amit Garg
Designation
Term
Date of appointment as MD
Remuneration
Perquisite
iii. Contribution to Provident Fund Superannuation Fund, Annuity Fund, or Gratuity.
Mr. Anil Kumar Garg
Date of appointment as WTD
Re-imbursement of travelling, lodging, boarding expenses, all cost and other charges incurred by him in the discharge and execution of his duties as Executive Director.
Ms. Meenu Garg
Date of appointment as
Executive Director
ii. Terms and conditions for Non-Executive Directors and Independent Directors
Non-Executive Director and Independent Directors are not entitled to any remuneration except sitting fees for attending meetings of the Board, or of any committee of the Board. They are entitled to a sitting fee for attending the meeting of the Board and the Committee thereof respectively.
Pursuant to the resolution passed by the Board of Directors of our Company on September 02, 2024, the independent directors and Non-Executive Director of our Company would be entitled to a sitting fee of Rs. 15,000/- for attending every meeting of the Board and Rs. 10,000/- for attending every committee meeting.
Note: No portion of the compensation as mentioned above was paid pursuant to a bonus or profit-sharing plan.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
As per the Articles of Association of our Company, our director is not required to hold any qualification shares. The following table details the shareholding in our Company of our Directors in their personal capacity, as on the date of this Draft Red Herring Prospectus:
Sr. No.
INTEREST OF DIRECTORS
All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services as Directors of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/paid or any loans or advances provided to anybody corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.
All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the present Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity Shares.
The directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or trustees.
Our directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and promoters, pursuant to this Issue. All our directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Directors himself, other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.
Except as stated in the chapter "Our Management" and Financial Information' beginning on page 171 and 201 respectively and described herein to the extent of shareholding in our Company, if any, our directors do not have any other interest in our business.
Our directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI.
Interest in promotion of Our Company
None of our directors have any interest in the promotion of our Company other than in ordinary course of business.
Interest in the property of Our Company
The registered office of the Company, situated at IIIrd B-2 Flat No-8, IInd, Nehru Nagar, Ghaziabad, Uttar Pradesh-201001, India, is owned by Ms. Meenu Garg, Promoter and Director of the Company. The same has been taken on lease by our Company.
Except as disclosed above, our Directors have no interest in any property acquired by our Company neither in the preceding two years from the date of this Draft Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our Directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.
Interest in the business of Our Company
Save and except as stated otherwise in "Related Party Transaction" in the chapter titled "Financial Information" beginning on page number 201 of this Draft Red Herring Prospectus, our Directors do not have any other interests in our Company as on the date of this Draft Red Herring Prospectus. Our Directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Issue or any such other intermediaries registered with SEBI.
Bonus or profit-sharing plan for the directors
There is no bonus or profit-sharing plan for the Directors of our Company.
Contingent and deferred compensation payable to directors
No Director has received or is entitled to any contingent or deferred compensation.
Other indirect interest
Except as stated in chapter titled "Financial Information" beginning on page 201 of this Draft Red Herring Prospectus, none of our sundry debtors or beneficiaries of loans and advances are related to our Directors.
CHANGES IN THE BOARD FOR THE LAST THREE YEARS
Save and except as mentioned below, there had been no change in the Directorship during the last three (3) years:
Name of Director
Management Organizational Structure
For Management Organizational Structure please refer chapter titled "Our Business" on page number 126 of this Draft Red Herring Prospectus.
CORPORATE GOVERNANCE
In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, hence, the requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.
The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our Company has constituted the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
1. AUDIT COMMITTEE
Our Company at its Board Meeting held on September 18, 2024 has constituted an Audit Committee (the "Committee") in compliance with the provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The constituted Audit Committee comprises following members:
Name of the Director
Our Company Secretary and Compliance Officer shall act as the secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company to furnish clarifications to the shareholders on any matter relating to audit.
Meeting of the Audit Committee and relevant quorum.
1. The Audit Committee shall meet at least four times in a year and more than one hundred and twenty days shall elapse between two meetings.
2. The quorum shall be either two members or one third of the members of the audit committee, whichever is greater, with at least two (2) Independent directors shall be present.
Removal or Ceasing as a Member of the Committee
1. Any members of this Committee may be removed or replaced by the Board of Directors at any time, by giving reasons thereof.
2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this Committee.
The scope of Audit Committee shall include but shall not be restricted to the following:
1. Oversight the Company's financial reporting process and the disclosure of its financial information toensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
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 before submission to the board for approval, with particular reference to: a. Matters required being included in the Directors Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-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. g. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly 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/ Red Herring 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. Review and monitor the auditor's independence and performance and effectiveness of the audit process.
8. Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary. 11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13. 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.
14. Discussion with internal auditors on any significant findings and follow up thereon.
15. 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.
16. 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.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
19. 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 & background, etc. of the candidate.
20. Carrying out any other function as it mentioned in the terms of reference of the Audit Committee.
The Audit Committee enjoys following powers:
a) To investigate any activity within its terms of reference. b) To seek information from any employee. c) To obtain outside legal or other professional advice. d) To secure attendance of outsiders with relevant expertise if it considers necessary. e) The audit committee may invite such of the executives as it considers appropriate (and particularly head of the finance function) to be present at the meetings of the committee, but on the occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of the internal audit committee.
The Audit Committee shall mandatorily review the following information:
1. Management Discussion and Analysis of financial condition and results of operations.
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
3. Management letters/letters of internal control weaknesses issued by the statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
2. NOMINATION AND REMUNERATION COMMITTEE
Our Company at its Board Meeting held on September 18, 2024 has constituted the Nomination and Remuneration Committee in compliance with the provisions of Section 178, Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The constituted Nomination and Remuneration Committee comprises following members:
Our Company Secretary and Compliance Officer Shall act as the secretary to the Nomination and Remuneration Committee.
Meetings and relevant quorum of the Nomination and Remuneration Committee
1. The committee shall meet as and when the need arises, subject to at least one meeting in a year.
2. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher, with at least One (1) Independent Director.
Role of Nomination and Remuneration committee
The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:
1. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.
2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
3. Devising a policy on diversity of the Board of Directors.
4. 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 of Directors their appointment and removal.
5. 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.
6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Company at its Board Meeting held on September 18, 2024 has approved the constitution of the Stakeholders Relationship Committee in compliance with the provisions of the Section 178(5) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The constituted Stakeholders Relationship Committee comprises the following:
Our Company Secretary and Compliance officer shall act as the secretary to the Stakeholders Relationship Committee.
Meetings of the Committee and relevant quorum
1. The Stakeholder Relationship Committee shall meet at least once in a year, and shall report to the Board on a quarterly basis regarding the status of redressal of the complaints received from the shareholders of the Company.
2. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher.
Role of stakeholder and Relationship Committee
The role of the committee shall inter-alia include the following:
1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
2. Review of measures taken for effective exercise of voting rights 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 & 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 receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
Compliance with SME Listing Regulations
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity Shares of our Company on Emerge Platform of NSE.
KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our Company. A brief detail about the Key Managerial Personnel and senior management of our Company are as follows:
Date of Appointment
Term of Office
Expiration of Term
Qualification
Previous Employment
Overall Experience
: He has an experience more than 15 years of hands-on experience in various facets of the Road Construction industry.
Current Salary
: Mr. Anil Kumar Garg
Date of Appointment as WTD
: Mr. Mahendra Kumar Sharma
: Ms. Neelam Rani
Notes:
All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as permanent employees.
There is no agreement or understanding with major shareholders, consumers, suppliers or others pursuant to which any of the above-mentioned personnel was selected as a director or member of senior management.
None of our Key Managerial Personnel has entered into any service contracts with our company and no benefits are granted upon their termination from employment other that statutory benefits provided by our Company. However, our Company has appointed certain Key Managerial Personnel for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.
FAMILY RELATIONSHIP BETWEEN KMP
None of the KMP of the Company are related to each other as per section 2(77) of the Companies Act, 2013.
BONUS AND/ OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL
Our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL
None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
Except Mr. Amit Garg who holds 90,00,000 equity shares and Mr. Anil Kumar Garg who holds 30,000 Equity Shares of the Company, none of our Key Managerial Personnel is holding any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.
INTEREST OF KEY MANAGERIAL PERSONNEL
None of our key managerial personnel have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of expenses incurred by them during the ordinary course of business.
CHANGES IN OUR COMPANY'S KEY MANAGERIAL PERSONNEL DURING THE LAST THREE YEARS
Following have been the changes in the Key Managerial Personnel (KMP) during the last three years:
Name of KMP
Reason for change
Change in Designation from Director to Whole Time Director
Note: Other than the above changes, there have been no changes to the key managerial personnel of our Company that are not in the normal course of employment.
SCHEME OF EMPLOYEE STOCK OPTIONS OR EMPLOYEE STOCK PURCHASE
Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity Shares to our employees.
LOANS TO KEY MANAGERIAL PERSONNEL
Except as provided in restated financial statement in the chapter "Financial Information" beginning on page 201 of the Draft Red Herring Prospectus, there are no loans outstanding against the key managerial personnel as on the date of this Draft Red Herring Prospectus.
PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of business, and the transactions as enumerated in the chapter titled "Financial Information" and the chapter titled "Our Business" beginning on pages 201 and 126 respectively of this Draft Red Herring Prospectus, we have not paid/given any benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Red Herring Prospectus.
RETIREMENT BENEFITS
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 his employment in our Company.
OUR PROMOTERS
The Promoters of our Company are:
S. No.
Category
1.
2.
3.
For details of the build-up of our promoters shareholding in our Company, see section titled "Capital Structure" beginning on page 66 of this Draft Red Herring Prospectus.
Brief Profile of Our Individual Promoters is as under:
Mr. Amit Garg, aged 48 years, is the Promoter, Chairman and Managing Director of our Company. He has been appointed as Managing Director of our Company since incorporation. He has completed his bachelor's degree in commerce (B. Com) from the University of Meerut. He has over Fifteen years of hands-on experience in various facets of the Road Construction industry. He is responsible for looking all day-to-day activities and ensuring all the required standards are maintained and providing direction to the operations team, overseeing all aspects of day-to-day operations of the Company.
Particulars
Details
PAN
Age
Date of Birth
Address
Experience
Occupation
No. of Equity Shares & % Of Shareholding (Pre-
Offer)
Directorship &
Indian Private Companies
Other Ventures
Indian Public Companies
Section 8 companies
Indian LLPs
Ms. Meenu Garg, aged 47 is the promoter and Executive Director of the Company since incorporation. She has completed her bachelor's degree in Arts from the University of Delhi and possesses over 15 years of experience in Business Administration. Ms. Garg has good understanding of Business management, which have been instrumental in driving the company's strategic initiatives.
No. of Equity Shares & %
Of Shareholding (Pre- Offer)
Capital of the Company.
Mr. Prabhat Rajpoot, aged 34 years, is the promoter and Non-Executive
Shri. Narayanganj, Punjabi Colony, Ujhani Grameen, Budaun, Uttar Pradesh- 243639
No. of Equity Shares & % Of Shareholding (Pre- Offer)
15,00,000 Equity Share aggregating to 9.23% of Pre-Issue Paid up Share Capital of the Company.
Relationship of Promoters with our Directors
Our Promoters are part of our board of directors as Managing Directors and/or Directors. Except as disclosed herein, none of our Promoter(s) are related to any of our Company's Directors within the meaning of Section 2 (77) of the Companies Act, 2013.
Promoters
Director
OTHER UNDERTAKINGS AND CONFIRMATIONS
Our Company undertakes that the details of Permanent Account Number, Bank Account Number, Aadhar and Passport Number of the Promoters will be submitted to the Emerge Platform of NSE, where the securities of our Company are proposed to be listed at the time of submission of Draft Red Herring Prospectus.
Our Promoters have confirmed that they have not been identified as willful defaulters.
No violations of securities laws have been committed by our Promoters in the past or are currently pending against them. None of our Promoters are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed forany reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.
INTEREST OF PROMOTERS
Our Promoters are interested in the promotion of our Company in their capacity as a shareholder and as a part of the management of the company of our Company and having significant control over the management and influencing policy decisions of ourCompany.
Other than disclosed above, none of our promoters have interest in property acquired by or proposed to be acquired by our Company two years prior to filing of this Draft Red Herring Prospectus.
Interest as member of Our Company
Our Promoters hold 1,48,50,000 Equity Shares aggregating to 91.41% of pre-issue Equity Share Capital in our Company and are therefore interested to the extent of their respective shareholding and the dividend declared, if any, by our Company. Except to the extent of their respective shareholding in our Company and benefits provided to Mr. Amit Garg and Ms. Meenu Garg given in the chapter titled "Our Management" beginning on page number 171 of this Draft Red Herring Prospectus, our Promoters hold no other interest in our Company.
Interest as Director of our Company
Except as stated in the "Related Party Transactions" under the chapter financial information as restated beginning on page number 201 of the Draft Red Herring Prospectus, our Promoters / Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the Companies Act and in terms of our AOA.
Other Ventures of our Promoters
Save and except as disclosed in the chapters titled "Our Group Entities" beginning on page 193 of the Draft Red Herring Prospectus, there are no other ventures of our Promoters in which they have business interests/other interests.
Change in the control of Our Company
Current Promoters are the original promoters of our Company. For details regarding the shareholding of our corporate promoters, please refer to chapter titled "Our Promoters" on page no. 186 of this Draft Red Herring Prospectus.
Litigation involving our Promoters.
For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled
"Outstanding Litigation and Material Developments" beginning on page 260 of this Draft Red Herring Prospectus.
Payment of benefits to our Promoters and Promoter Group during the last two years
Save and except as disclosed under "Statement of Related Party Transactions", under section titled "Financial Information" beginning on page number 201 of the Draft Red Herring Prospectus, there has been no Payment or benefit to promoters during the two (2) years preceding the date of filing of this Draft Red Herring Prospectus, nor is there any intention to pay or give any benefit to ourPromoters as on the date of this Draft Red Herring Prospectus.
Other Confirmations
As on the date of this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group have not been prohibited by SEBI or any other regulatory or governmental authority from accessing capital markets for any reasons. Further, our Promoters were not and are not promoters or persons in control of any other company that is or has been debarred from accessing the capital markets under any order or direction made by SEBI or any other authority. There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority against our Promoters during the last five (5) years preceding the date of this Draft Red Herring Prospectus, except as disclosed under chapter titled "Outstanding Litigation and Material Developments" beginning on page 260 of this Draft Red Herring Prospectus.
Our Promoters and members of our Promoter Group have neither been declared as a wilful defaulter nor as a fugitive economic offender as defined under the SEBI (ICDR) Regulations, and there are no violations of securities laws committed by our Promoters in the past and no proceedings for violation of securities laws are pending against our Promoters.
Guarantees
Except as stated in the section titled "Financial Statements" beginning on page 201 of this Draft Red Herring Prospectus, there are no material guarantees given by the Promoters to third parties with respect to specified securities of the Company as on the date of this Draft Red Herring Prospectus.
Related Party Transactions
For details of related party transactions entered into by our Company, please refer to "Statement of Related Party Transactions", under the section titled "Financial Information" beginning on page number 201 of the Draft Red Herring Prospectus.
Information of our group companies
For details related to our group companies please refer "Our Group Entities" on page no. 193 of this Draft Red Herring Prospectus.
OUR PROMOTER GROUP
Our Promoters and Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations is as under.
A. Natural Persons who form part of our Promoter Group:
The following natural persons being the immediate relatives of our Promoters in terms of the SEBI (ICDR) Regulations 2018 form part of our Promoter Group:
Mr. Prabhat Rajpoot
Father
(Late) Mr. Sushil Kumar Garg
(Late) Mr. Ved Prakash Goyal
Mr. Banwari Lal Verma
Mother
(Late) Ms. Maya Garg
(Late) Ms. Rajkumari Goyal
Ms. Shanti Devi Verma
B. Companies, partnership and proprietorship firms forming part of our Promoter Group are as follows:
As per Regulation 2(1)(pp)(iv) of the SEBI (ICDR) Regulations, 2018, the following entities would form part of our Promoter Group:
Entity
COMMON PURSUITS OF OUR PROMOTERS
Some of our promoter group entities have business objects similar to our business. If any conflict of interest arises it may have an adverse effect on our business and growth. We shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as and when they may arise.
OUR GROUP ENTITIES
As per the Regulation 2 (1) (t) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and on the basis of Accounting Standard (AS) 21 (Consolidated Financial Statements) below mention are the details of Companies / Entities are the part of our group entities. No equityshares of our group entities are listed on any of the stock exchange, and they have not made any public or rights issue of securities in the preceding three years.
Below mention are the details of Companies / Entities promoted by the Promoters of our Company. No equity shares of our group entities are listed on any of the stock exchange and they have not made any public or rights issue of securities in the preceding three years.
A. The Group Companies of our Company are as follows:
1. Mayasheel Construction Private Limited
B. Other Group Entities of our Company:
1. Amit Garg (HUF)
Details of Group Companies
Corporate Information
Mayasheel Construction Private Limited was incorporated under the Companies Act, 2013 on May 31, 2018, having CIN U45401DL2018PTC334742. The registered office of Mayasheel Construction Private Limited is situated at 496/3, C-1, Gali No. -4, Block -R, Bhola Nath Nagar, Shahdara, East Delhi, India. 110032.
Main Object of the Company are:
1. To Carry on all types of Business Relating to Civil Engineering, Construction, Electrical, Infrastructure Developments, Developers, Real Estate Agents, Contractors, and Builders, and allied works.
2. To carry on the business of construction of residential houses, commercial buildings, flats and factory's sheds and buildings in or out side of India and to act as builders, colonisers and civil and constructional contractors.
3. To purchase or otherwise sell and mortgage any estates, lands, agricultural lands, buildings easements or such other interest in any immovable property and to develop and turn to account by laying out, plotting and preparing the same for building purposes, constructing building, furnishing, Fitting up and improving buildings and by paying, draining and building on lease.
4. To buy, exchange or otherwise in any immovable property such as houses buildings and lands within or outside the limits of Municipal Corporation or such other local bodies and to provide roads, drains, water supply electricity and lights within these areas, to divide the same into suitable plots and rent or sell the plots to the people for building, houses, bungalows and colonies for workmen according to schemes approved by improvement Trusts Development Boards and Municipal Boards thereon and to rent or sell the same to the public and realize cost in lumpsum or on instalments or by hire purchase system or otherwise to start any housing scheme in India or abroad.
5. To act as an agent for purchasing, selling and land and houses whether multistoried, commercial and/or residential buildings on commission basis.
6. To construct, maintain, erect and lay out roads, sewers drains, electric lines, cables and gaslines, in over and under the Company's estate or the estate of any other Company or person or body-corporate.
Board of Directors
The Directors of Mayasheel Construction Private Limited as on the date of this Draft Red Herring Prospectus are as follows:
Shareholding Pattern
The Shareholding Pattern of Mayasheel Construction Private Limited as on March 31, 2024 are as follows:
Shareholders Name
Total
Financial Performance
Certain details of the audited financials of Mayasheel Construction Private Limited are set forth below:
(Amount in Rupees)
Other Group Entities
The details of our Group entities are provided below:
Name of the entity
Karta
Operational Since
Work Address
Financial performance of last three years are set forth below:
DECLARATIONS
None of the entities in the Promoter Group Companies is restrained by any SEBI Order or have ever become defunct.
None of the entities in the Promoter Group Companies is listed at any Stock Exchange nor have such entities made any public issue or right issue in the preceding three years.
None of the entities in the Promoter Group Companies has become a sick company under the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 nor is under winding up or liquidation.
LITIGATIONS
For details on litigations and disputes pending against our Promoter Group and Group Companies please refer to the section titled "Outstanding Litigations and Material Developments" on page 260 of the Draft Red Herring Prospectus.
DEFUNCT GROUP COMPANIES
There are no defunct Group Companies of our Company as on the date of this Draft Red Herring Prospectus.
UNDERTAKING / CONFIRMATIONS
Our Promoters and Group Companies confirm that they have not been declared as a willful defaulter by the RBI or any other governmental authority and there have been no violations of securities laws committed by them or any entities they are connected with in the past and no proceedings pertaining to such penalties are pending against them.
None of the Promoters or Promoter Group Companies or persons in control of the Promoters has been:
i) Prohibited from accessing the capital market under any order or direction passed by SEBI or any other authority; or ii) Refused listing of any of the securities issued buch entity by any stock exchange, in India or abroad. None of the Promoters is or has ever been a promoter, director or person in control of any other company,which is debarred from accessing the capital markets under any order or direction passed by the SEBI.
DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS
None of our promoters have disassociated themselves from the any entities/firms during the preceding three years.
OTHER DETAILS OF GROUP COMPANIES/ENTITIES:
1. There are no defaults in meeting any statutory/ bank/ institutional dues.
2. No proceedings have been initiated for economic offences against our Group Companies/Entities.
NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES
(a) In the promotion of our Company
None of our Group Companies have any interest in the promotion of our Company or any business interest or other interests in our Company, except to the extent identified chapter titled "Financial Information" and Annexure 31, "Related Party Transaction" on page 201 of this Draft Red Herring Prospectus.
(b) In the properties acquired or proposed to be acquired by our Company in the past 2 years before filing the Draft Red Herring Prospectus with Stock Exchange
Our Group Companies do not have any interest in the properties acquired or proposed to be acquired by our Company in the past 2 years before filing this Draft Red Herring Prospectus with Stock Exchange.
(c) In transactions for acquisition of land, construction of building and supply of machinery
Except as disclosed in the financial information, none of our Group Companies is interested in any transactions for the acquisition of land, construction of buildings or supply of machinery.
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