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 5 (Five) Directors, out of which 2 (Two)
are Executive Directors and 3 (Three) are Non-Executive Directors out of which 2
(Two) directors are Independent Directors. Ms. Sanghamitra Borgohain is the Managing
Director of our Company.
S. No. |
Name |
DIN |
Category |
Designation |
1. |
Ms. Sanghamitra Borgohain |
08578955 |
Executive |
Managing Director |
2. |
Mr. Pradeep Sangwan |
09683475 |
Non-Executive |
Non-Independent Director |
3. |
Mr. Anuj Kumar Poddar |
10248556 |
Executive |
Whole Time Director |
4. |
Mr. Steve A Pereira |
08566688 |
Non-Executive |
Independent Director |
5. |
Mr. Aditya Rungta |
02414611 |
Non-Executive |
Independent Director |
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.No |
Name, DIN, Date of Birth, Age No. of Equity Qualification,
Designation, Shares held & % Occupation, Address, Nationality of pre issue and Term
shareholding |
Other Directorship/partner |
1 |
Ms. Sanghamitra Borgohain |
Indian Private Companies |
|
1,62,416 Equity Designation: Managing Director Shares
(1.73% of the Pre -issue |
1. Inacces Geotechnical Solutions Private Limited |
|
|
2. Terramaya Enterprises |
|
Address: Amber-070, Ground Floor, shareholding) |
|
|
|
Private Limited |
|
Emerald Hills, Sector-65, Gurgaon, 40 |
|
|
Haryana - 122001 Years |
3. Tribar Enterprises Private |
|
|
Limited |
|
Date of Birth: 01-09-1983 |
|
|
|
Indian Public Companies |
|
Occupation: Business |
Nil |
|
Nationality: Indian |
|
|
|
Section 8 companies |
|
Term: 5 Years |
Nil |
|
Qualification: B.A. (Political Science |
Indian LLPs |
|
Hons.) |
1. Aamya Resources LLP |
|
Date of First Appointment: 07-10- |
|
|
2019 |
|
|
Date of Appointment as MD: 17-01- |
|
|
2024 |
|
|
DIN: 08578955 |
|
2 |
Mr. Pradeep Sangwan |
Indian Private Companies |
|
Designation: Non-Executive Non- |
1. Tribar Enterprises Private |
|
Independent Director 38 Nil |
Limited |
|
Years |
|
|
Address: House no. 16/8, Loharu |
Indian Public Companies |
|
Road, Near Gaurav Ice Factory, Ward |
Nil |
|
No. 16, Teh Charkhi Dadri, Bhiwani, |
|
|
Haryana- 127306 |
Section 8 companies |
|
|
Nil |
|
Date of Birth: 05-07-1985 |
|
|
|
Indian LLPs |
|
Qualification: Post Graduation |
Nil |
|
Diploma In Event Management |
|
|
Occupation: Service |
|
|
Nationality: Indian |
|
|
Date of Appointment: 17-01-2024 |
|
|
DIN: 09683475 |
|
3 |
Mr. Anuj Kumar Poddar |
Indian Private Companies |
|
|
Nil |
|
Designation: Whole Time Director |
|
|
|
Indian Public Companies |
|
56 Nil |
|
|
Address: B-701, Maple Leaf, Heights |
Nil |
|
Years |
|
|
Near Badiyadev Temple, Bhaily, |
|
|
Vadodara, 391410, Gujarat, India |
Section 8 companies |
|
|
Nil |
|
Date of Birth: 22-11-1967 |
|
|
|
Indian LLPs |
|
Qualification: B.A. (FINE) Painting |
Nil |
|
Occupation: Service |
|
|
Nationality: Indian |
|
|
Date of original appointment: 30-09- |
|
|
2023 |
|
|
Date of Appointment as WTD: 17-01- |
|
|
2024 |
|
|
DIN: 10248556 |
|
4 |
Mr. Steve A Pereira |
Indian Private Companies |
|
|
Nil |
|
Designation: Independent Director |
|
|
|
Indian Public Companies |
|
46 Nil |
|
|
Address: 12 Rehoboht, Manjunath |
Nil |
|
Years |
|
|
Nagar, Near Navajyothi Public School, |
|
|
Ramamurthynagar, Bangalore, |
Section 8 companies |
|
Doorvaninagar, Karnataka 560016 |
Nil |
|
Date of Birth: 17-09-1977 |
Indian LLPs |
|
|
Waymaker Enterprises LLP |
|
Qualification: Bachelor of Hotel |
|
|
Management & Post Graduate |
|
|
Diploma in HR and Industrial |
|
|
Relations |
|
|
Occupation: Service |
|
|
Nationality: Indian |
|
|
Date of Appointment: 17-01-2024 |
|
|
DIN: 08566688 |
|
5 |
Mr. Aditya Rungta |
Indian Private Companies |
|
|
A&S Wealth Creations Private |
|
Designation: Independent Director |
Limited |
|
|
Indian Public Companies |
|
Nil |
|
|
Address: H. No.- Q - 409, Vivek Vihar, |
Nil |
|
Sector - 82 Noida Distt.- Gautam Budh |
|
|
Nagar, U. P.- 201304 |
Section 8 companies |
|
|
Saroj Rungta Foundation |
|
36 |
|
|
Date of Birth: 05-09-1987 |
Indian LLPs |
|
Years |
|
|
|
Newstone Promoters LLP |
|
Qualification: Company Secretory |
|
|
Occupation: Service |
|
|
Nationality: Indian |
|
|
Date of Appointment: 17-01-2024 |
|
|
DIN: 02414611 |
|
BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY
1. Ms. Sanghamitra Borgohain is promoter and managing director of the company. She is a
first-generation entrepreneur with a rich experience of more than 13 years in the civil
construction industry. She has demonstrated exceptional leadership and strategic vision
throughout her career. Ms. Borgohain's expertise lies in overseeing complex construction
projects and ensuring their successful completion within budget and on schedule. She has
been associated with our company since 2019. She holds a degree of Bachelor of Arts in
Political Science. She has been one of the guiding forces behind the growth and business
strategy of our Company. Her wealth of experience, combined with her leadership acumen
along with her commitment to excellence and ability to navigate the complexities of
large-scale projects make her a sought-after professional in the field.
2. Mr. Pradeep Sangwan servers Non-Executive Non-Independent Director of the company.
Mr. Sangwan has Post Graduation Diploma In Event Management. Mr. Sangwan has experience of
8 years in the field of ecosystem of waste management in Himalayas. He has conducted
number of workshops for waste management including setting up of material recovery
facilities training individuals/ Panchayats/Gov. employee. with a proven track record of
successfully promoting various causes, products, and events.
3. Mr. Anuj Kumar Poddar is Whole Time Director of the company. Mr. Poddar completed
B.A. (FINE) Painting MS University Vadodara in year 1993. He has rich experience of more
than 25 years in the Glass Industry.
He started his initial career as glass designer at Glasstones Mehtaab Engineering
Vadodara. Also, he has been part of various workshops, exhibitions and group shows with
diverse national and international participants.
4. Mr. Steve A Pereira serves as an Independent Director within the company. He brings
a wealth of expertise, Post Graduate Diploma in HR and Industrial Relations, as well as a
Bachelor's Degree in Hotel Management. With a professional journey spanning over 23 years
across diverse sectors such as hospitality, aviation, healthcare, and business operations,
he has successfully managed assets exceeding 100 crores. Moreover, Mr. Pereira is a
Qualified Independent Director and holds certification as a Six Sigma Yellow Belt.
5. Mr. Aditya Rungta is a Fellow member (FCS) of The Institute of Company Secretaries
of India (ICSI), having post-qualification work-Experience of around 14 years in the
Industry. He is the Elected Regional Council Member of the ICSI from Northern Region.
Graphing his career from variety of work scenarios, he has worked in the Listed Corporates
such as Koutons Retail and Phoenix Lamps. Presently he is heading TDI Group (having 260
group Companies) in the capacity of full time Consultant.
Note:
None of the above-mentioned Directors are on the RBI List of wilful defaulters as on
the date of this Draft Red Herring Prospectus.
1) 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.
2) 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
None of the Directors of the Company are related to each other as per Section 2(77) of
the Companies Act, 2013.
Details of current and past directorship(s) in listed companies whose shares have been
/ were suspendedfrom 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 member of the senior management.
TERMS AND CONDITIONS OF EMPLOYMENT OF THE DIRECTORS
i. Executive Directors
Name |
Ms. Sanghamitra Borgohain |
Designation |
Managing Director |
Period |
5 Years |
Date of approval of shareholder |
17-01-2024 |
Remuneration |
18,00,000/- Per Annum |
|
Re-imbursement of Medical, leave travel Allowance, Furnished |
Perquisite |
Accommodation, Company maintained Car, Club Membership, variable pay
bonus and other perquisites and all cost and other charges incurred by him in the
discharge and execution of his duties as Managing Director. |
Name |
Mr. Anuj Kumar Poddar |
Designation |
Whole Time Director |
Period |
5 Years from 12-01-2024 |
Date of approval of shareholder |
17-01-2024 |
Remuneration |
12,00,000/- Per Annum |
Perquisite |
Re-imbursement of Medical, leave travel Allowance, Furnished
Accommodation, Company maintained Car, Club Membership, variable pay bonus and other
perquisites and all cost and other charges incurred by him in the discharge and execution
of his duties as Managing Director. |
ii. Non-Executive Directors and Independent Director
Our Company will not pay any remuneration to the Independent Directors of our company
except the applicable sitting fee and reimbursement of expenses as per the Companies Act,
2013. The sitting fees shall be paid to the Non-Executive Directors and Independent
Directors as per the terms and conditions mentioned in their letter of appointment.
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, a director is not required to hold
any shares in our Company to qualify him for the office of the Director of our Company.
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. |
Name of the Directors |
No. of Equity Shares held |
% of pre-issue paid-up Equity Share capital in our Company |
1. |
Ms. Sanghamitra Borgohain |
1,62,416 |
1.27% |
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.
Interest in promotion of Our Company
Except Promoter, none of our directors have any interest in the promotion of our
Company.
Interest in the property of Our Company
The Registered Office of the company situated at Plot 140, Khasra No. 249, Mangla Puri,
Gadaipur, South-West Delhi, New Delhi- 110030, India which is not owned by the company and
under a lease agreement. Hence, none of our directors are interested in the property of
our company.
Furthermore, 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 204 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 intermediaries registered with SEBI.
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 thanthe 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.
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 204 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 |
Date of Event |
Reason for Change |
Mr. Ajit Kumar Singh |
30-06-2021 |
Appointment as Additional Director |
Mr. Ajit Kumar Singh |
14-08-2021 |
Cessation from Additional Directorship |
Mr. Pradeep Sangwan |
22-07-2022 |
Appointment as Additional Director |
Mr. Pradeep Sangwan |
30-09-2022 |
Change in designation to Non-Executive Non- |
|
|
Independent Director |
Mr. Anuj Kumar Poddar |
28-07-2023 |
Appointment as Additional Director |
Mr. Anuj Kumar Poddar |
17-01-2024 |
Change in designation to Whole Time Director |
Ms. Sanghamitra Borgohain |
17-01-2024 |
Change in designation to Managing Director |
Mr. Steve A Pereira |
17-01-2024 |
Appointed as Independent Director |
Mr. Aditya Rungta |
17-01-2024 |
Appointed as Independent Director |
|
Management Organizational Structure
For Management Organizational Structure please refer to the chapter titled "Our
Business" on page number 127 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, the
requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) 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
4. Initial Public Offer Committee
AUDIT COMMITTEE
The Audit Committee was constituted vide Board resolution dated January 12, 2024
pursuant to Section 177 of the Companies Act, 2013. As on the date of this Draft Red
Herring Prospectus, the Audit Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Mr. Aditya Rungta |
Chairman |
Independent Director |
Mr. Steve A Pereira |
Member |
Independent Director |
Ms. Sanghamitra Borgohain |
Member |
Managing Director |
Our Company Secretary and Compliance Officer will act as the secretary of the
Committee.
The scope of Audit Committee shall include but shall not be restricted to the
following:
1. Oversight the Companys financial reporting process and the disclosure of its
financial information to ensure 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 Boards 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/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 auditors 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 theinternal 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 aswell 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 Discussionand 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 theaudit. The
appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee.
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. The quorum shall be either two members
or one third of the members of the audit committee whichever is greater, but there shall
be minimum of two independent members present.
Any members of this committee may be removed or replaced any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted at a meeting of the Board of
Directors held on January 12, 2024. As on the date of this Draft Red Herring Prospectus
the Nomination and Remuneration Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Mr. Steve A Pereira |
Chairman |
Independent Director |
Mr. Aditya Rungta |
Member |
Independent Director |
Mr. Pradeep Sangwan |
Member |
Non Executive Non Independent Director |
Our Company Secretary and Compliance Officer will act as the secretary of the
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 Directorstheir 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.
The Meetings of the Committee shall be held at such regular intervals as may be
required. The quorum will be either two members or one third of the members of the
Nomination and Remuneration Committee whichever is greater, including at least one
independent director.
Any members of this committee may be removed or replaced any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee has been formed by the Board of Directors, at
the meeting held on January 12, 2024. As on the date of this Draft Red Herring Prospectus
the Stakeholder's Relationship Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Mr. Aditya Rungta |
Chairman |
Independent Director |
Mr. Steve A Pereira |
Member |
Independent Director |
Mr. Pradeep Sangwan |
Member |
Non Executive Non Independent Director |
Our Company Secretary and Compliance Officer will act as the secretary of the
Committee.
This Committee supervises all grievances of Shareholders and Investors and its terms of
reference include the following:
1. Allotment and listing of our shares in future
2. Redressing of shareholders and investor complaints such as non-receipt of declared
dividend, annual report, transfer of Equity Shares and issue of
duplicate/split/consolidated share certificates;
3. Monitoring transfers, transmissions, dematerialization, re-materialization,
splitting and consolidation of Equity Shares and other securities issued by our Company,
including review of cases for refusal of transfer/ transmission of shares and debentures;
4. Reference to statutory and regulatory authorities regarding investor grievances;
5. To otherwise ensure proper and timely attendance and redressal of investor queries
and grievances;
6. And to do all such acts, things or deeds as may be necessary or incidental to the
exercise of the above powers.
The stakeholder's relationship is required to meet at least once in a year.
Any members of this committee may be removed or replaced at any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee.
INITIAL PUBLIC OFFER COMMITTEE
The Initial Public Offer Committee has been formed by the Board of Directors, at the
meeting held on January 17, 2024. As on the date of this Prospectus the Initial Public
Offer Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Ms. Sanghamitra Borgohain |
Chairman |
Managing Directors |
Mr. Anuj Kumar Poddar |
Member |
Whole Time Director |
Mr. Pradeep Sangwan |
Member |
Non Executive Non Independent Director |
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;
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 Issue;
7. Deciding on the size and all other terms and conditions of the Issue and/or the
number of Equity Shares to be offered in the Issue.
8. 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;
9. Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing
application to the Stock Exchange 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;
10. Submitting undertaking/certificates or providing clarifications to the Stock
Exchanges;
11. Determining the price band and minimum lot size for the purpose of bidding, any
revision to the price band and the final Issue price after bid closure;
12. Determining the Bid/Issue opening and closing dates;
13. 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 Issue; 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.
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
Our Company is managed by our Board of Directors, assisted by qualified professionals,
who are permanent employees of our Company. Below are the details of the Key Managerial
Personnel of our Company:
Name : |
Ms. Sanghamitra Borgohain |
Designation : |
Managing Director |
Date of Appointment : |
07-10-2019 |
Date of Appointment : |
17-01-2024 |
(Managing Director) |
|
Term of Office : |
5 Years from 17-01-2024 |
Expiration of Term : |
16-01-2029 |
Previous Employment : |
Ms. Sanghamitra Borgohain served as Manager- Business Development, |
|
Administration Head / Business Development Head at Raj Group of
Companies. |
Overall Experience : |
Ms. Sanghamitra Borgohain is a promoter and managing director of the
company. She is a first-generation entrepreneur with a rich experience of more than 13
years in the civil construction industry. She has demonstrated exceptional leadership and
strategic vision throughout her career. Ms. |
|
Borgohain's expertise lies in overseeing complex construction projects
and ensuring their successful completion within budget and on schedule. She has been
associated with our company since 2019. She holds a degree of Bachelor of Arts in
Political Science. She has been one of the guiding forces behind the growth and business
strategy of our Company. Her wealth of experience, combined with her leadership acumen
along with her commitment to excellence and ability to navigate the complexities of
large-scale projects make her a sought-after professional in the field. |
Remuneration paid : in F.Y. 2022-23) |
Ms. Sanghamitra Borgohain was appointed as Managing Director on 17-01-
2024 therefore no remuneration has been received by him in the financial year 2022-23. |
Name : |
Mr. Anuj Kumar Poddar |
Designation : |
Whole Time Director |
Date of Appointment : |
17-01-2024 |
Term of Office : |
5 Years from 12-01-2024 |
Expiration of Term : |
16-01-2029 |
Previous Employment : |
Mr. Anuj Kumar Poddar served as glass designer at Kamal/Surya glass
factory situated at Makarpura, Vadodara. |
Overall Experience : |
Mr. Anuj Kumar Poddar is Whole Time Director of the company. Mr. Poddar |
|
completed B.A. (FINE) Painting MS University Vadodara in year 1993. He
has rich experience of more than 25 years in the Glass Industry. He started his initial
career as glass designer at Glasstones Mehtaab Engineering Vadodara. |
|
Also, he has been part of various workshops, exhibitions and group
shows with diverse national and international participants |
Remuneration paid : |
Mr. Anuj Kumar Poddar was appointed as Whole Time Director on 17-01- |
in F.Y. 2022-23) |
2024 therefore no remuneration has been received by him in the financial
year |
|
2022-23. |
Name : |
Mr. Anjani Goyal |
Designation : |
Chief Financial Officer (CFO) |
Date of Appointment : |
12-01-2024 |
Qualification : |
Chartered Accountant |
Previous Employment : |
Worked as a Manager (Finance & Accounts) in Velocity Brand Server
Private |
|
Limited |
Overall Experience : |
He is Chief Financial Officer of our company & has been appointed on
12-01- |
|
2024. He has vast experience of Finance, Accounts, Audits and Budgeting
of |
|
more than 10 years. |
Remuneration paid : |
Anjani Goyal was appointed as CFO on 12-01-2024, therefore no |
in F.Y. 2022-23) |
remuneration has been received by him in the financial year 2022-23. |
Name : |
Mr. Ashish Goel |
Designation : |
Company Secretary & Compliance Officer |
Date of Appointment : |
12-01-2024 |
Qualification : |
Company Secretary |
Previous Employment : |
Worked as Company Secretary in Crew B.O.S. Products Limited |
Overall Experience : |
He is Company Secretary & Compliance Officer of our company & has
been |
|
appointed on 12-01-2024. He has vast experience of Company Law, SEBI |
|
Regulation, and Secretarial Standard of more than 11 years. |
Remuneration paid : |
Mr. Ashish Goel was appointed as Company Secretary & Compliance
Officer |
in F.Y. 2022-23) |
on 12-01-2024, therefore no remuneration has been received by him in the |
|
financial year 2022-23. |
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 pursuantto 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 the following, none of our Key Managerial Personnel is holding any Equity Shares
in our Company as on the date of this Draft Red Herring Prospectus:
S. No |
Name of the KMP |
Designation |
No. of Equity Shares held |
% of paid-up capital |
pre-issue Share |
1. |
Ms. Sanghamitra Borgohain |
Managing Director |
1,62,416 |
1.73% |
|
2. |
Mr. Anjani Goyal |
Chief Financial Officers |
08 |
0.00% |
|
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:
Sr. No. |
Name of KMP |
Date of Event |
Reason for Change |
1. |
Mr. Anuj Kumar Poddar |
17-01-2024 |
Change in designation to Whole Time |
|
|
|
Director |
2. |
Ms. Sanghamitra Borgohain |
17-01-2024 |
Appointed as Managing Director |
3. |
Mr. Anjani Goyal |
12-01-2024 |
Appointed as Chief Financial Officers |
4. |
Mr. Ashish Goel |
12-01-2024 |
Appointed as Company Secretary and |
|
|
|
Compliance Officer |
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 no 204 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 204 and 127 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. |
Name |
Category |
No. of Shares |
1. |
M/s Terramaya Enterprises private limited |
Corporate Promoter |
79,39,408 |
2. |
Ms. Sanghamitra Borgohain |
Individual |
1,62,416 |
For details of the build-up of our promoters shareholding in our Company, see section
titled "Capital Structure" beginning on page 62 of this Draft Red Herring
Prospectus.
Brief profile of our Corporate Promoter is as under:
S. No. |
"Terramaya Enterprises Private Limited" was
incorporated as Private Company under the Companies Act, 2013 with Registrar of Companies,
Delhi & Haryana vide Certificate of Incorporation dated September 24, 2020, bearing
Corporate Identity |
|
Number U74994HR2020PTC089637. |
Name |
Terramaya Enterprises private limited |
CIN |
U74994HR2020PTC089637 |
Registered Office |
B-302, Pioneer Urban Square Sector 62, Gurgaon, Haryana, India, 122002 |
Present Business Activities |
Engaged in the business of Management consultant and advisors and to
provide management services in all forms and aspects of trade and industry, including
Problem Solving, Team building, Corporate Management, Human Resource management,
recruitment of managerial personnel, marketing and other related services. |
No. of Equity Shares & % Of Shareholding (Pre-Offer) |
79,39,408 Equity Shares (93.95% of the pre- issue equity share capital
of the company) |
Board of Directors:
The Board of Directors of Our Corporate Promoter as on the date of this Draft Red
Herring Prospectus are as follows:
S.No. |
Name of the Director |
Designation |
1. |
Sonam Gupta |
Director |
2. |
Sanghamitra Borgohain |
Director |
Shareholding Pattern:
The Shareholding Pattern of our Corporate Promoter as on the date of this Draft Red
Herring Prospectus:
S.No. |
Shareholders' Name |
Number of Shares held |
% of Shareholding |
1. |
Sanghamitra Borgohain |
5,100 |
51.00% |
2. |
Sandalwood Holding Trust |
4,900 |
49.00% |
Total |
|
10,000 |
100.00% |
For details pertaining to other ventures of our Promoters, refer to the chapter titled
"Our Group Entities" beginning on page no. 197 of this Draft Red Herring
Prospectus.
Brief Profile of Our Individual Promoters is as under:
|
Ms. Sanghamitra Borgohain is a promoter and managing
director of the company. She is a first-generation entrepreneur with a rich experience of
more than 13 years in the civil construction industry. She has demonstrated exceptional
leadership and strategic vision throughout her career. Ms. Borgohain's expertise lies in
overseeing complex construction projects and ensuring their successful completion within
budget and on schedule. She has been associated with our company since 2019. She holds a
degree of Bachelor of Arts in Political Science. She has been one of the guiding forces
behind the growth and business strategy of our Company. Her wealth of experience, combined
with her leadership acumen along with her commitment to excellence and ability to navigate
the complexities of large-scale projects make her a sought-after professional in the
field. |
Name |
Ms. Sanghamitra Borgohain |
Age |
40 Years |
Date of Birth |
01-09-1983 |
Address |
Amber-070, Ground Floor, Emerald Hills, Sector-65, Gurgaon, Haryana -
122001 |
Occupation |
Business |
Experience |
20 Years |
No. of Equity Shares & % |
1,62,416 Equity Shares (1.73% of the Pre -issue shareholding) |
Of Shareholding (Pre-Offer) |
|
Directorship & |
Indian Private Companies: |
Other Ventures |
1. Inacces Geotechnical Solutions Private Limited |
|
2. Terramaya Enterprises Private Limited |
|
3. Tribar Enterprises Private Limited |
|
Indian Public Companies: |
|
NIL |
|
Section 8 Companies: |
|
NIL |
|
Indian LLPs: |
|
1. Aamya Resources LLP |
Relationship of Promoters with our Directors
Our individual Promoter is a part of our board of directors as Managing Director. 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.
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 wilful 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
Interest in promotion of Our Company
Our Promoters are interested in the promotion of our Company in their capacity as a
shareholder of our Company and having significant control over the management and
influencing policy decisions of our Company.
Interest in the property of Our Company
The Registered Office of the company situated at Plot 140, Khasra No. 249, Mangla Puri,
Gadaipur, South-West Delhi, New Delhi- 110030, India which is not owned by the company and
under a lease agreement. Hence, none of our promoters is interested in the property of our
company.
Furthermore, our promoters 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 Promoters 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 as member of Our Company
Our Promoters hold 81,01,824 Equity Shares aggregating to 86.13% 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.
Sanghamitra Borgohain given in the chapter titled ?Our Management beginning on page
number 173 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" in the chapter
financial statement as restated on page number 204 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 197 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
Our Current Promoters are not the original promoters of our Company. The business has
been acquired through the Share sale and purchase agreement entered between M/s Wextra
Private Limited (Seller or Transferor) and M/s Terramaya Enterprises private Limited
(Buyer or Transferee) dated October 02, 2020. For details regarding the shareholding of
our corporate promoters, please refer to chapter titled "Our Promoters" 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
285 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", as Restated appearing in chapter "Financial Information"
beginning on page number 204 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 285 of this Draft Red Herring Prospectus.
Our Promoters and members of our Promoter Group have neither been declared as a wilful
defaulters 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 204 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", as Restated appearing in the
section titled "Financial Statements" beginning on page 204 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. 197 of this Draft Red Herring Prospectus.