Quantum Build-Tech Ltd.
|BSE: 538596||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE222B01028|
|BSE LIVE 15:15 | 10 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 538596||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE222B01028|
|BSE LIVE 15:15 | 10 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Quantum Build-Tech Limited
Your Directors have pleasure in presenting Eighteenth Annual Report on the Business andoperations of the Company together with the Audited Financial statements for the yearended on 31st March 2016.
1. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March2016 is summarized below:
2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK:
During the period under review the turnover of the Company has increased about 35.60%as against that of the previous year. The financials depict the loss for the current yearRs. 112363/- mainly due to the bad debts written off by the Company.
However Yours Directors are quite hopeful for the success of the project being plannedand will reap better earning out of it in the coming years as the Company is continuingto focus on reflecting and delivering superior performance on projects.
3. CHANGE IN NATURE OF BUSINESS:
During the period under review there was no change in the nature of business carriedout by the Company.
As there are losses in the current year your Directors has not recommended anydividend for the current year.
5. AMOUNT TRANSFERRED TO RESERVES:
The amount of Accumulated Losses to be carried forward to the Balance Sheets is Rs.(-)35298968/-
6. SHARE CAPITAL:
The Share capital of your company is Rs. 146156300/- divided into 12615630 EquityShares of Rs. 10/- each with Voting Rights and 200000 Cumulative Redeemable PreferenceShares of Rs. 100/- each which are unlisted shares. During the Financial Year 2015-2016the Company has not issued and allotted any equity Shares out of the unissued ShareCapital.
During the year under review there is no change in the Share Capital of the Company.
a. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
The company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(share capital and debentures) Rules 2014.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial year inaccordance with the provisions of Section 54 of Companies Act 2013 read with Rule 8 ofthe Companies (Share Capital and Debentures) Rules 2014.
c. Issue Of Equity Shares With Differential Rights:
The Company has not issued any equity shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share capital and debentures) Rules 2014.
d. Issue of Employee Stock Option:
The company has not issued any employee stock option during the financial year as perRule 12 of Companies (share capital and debentures) Rules 2014.
7. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits from Public within theMeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
Your Board consist of Six Directors including Three Independent Non- ExecutiveDirectors. The declaration from the all the Independent Directors are being obtained bothat the time of appointment and at the First Board meeting of each Financial Year.
Smt. Kodali Vijaya Rani being a Director liable to retire by rotation shall retire inthe ensuing Eighteenth Annual General Meeting and being eligible offers herself forre-appointment. Her Profile is appended to the Notice.
Your Board recommends her re-appointment.
A Board Meetings:
During the financial year under review your Board met Five times and the datesof the Board meeting held are 30.05.2015 12.08.2015 12.11.2015 12.02.2016 and15.03.2016.
The details of the meetings of the Board are covered in the Clause No. 2 of theCorporate Governance Report.
B. Key Managerial Personnel (KMP):
In compliance with the requirements of Section 203 of the Companies Act 2013following are the Key Managerial Personnel of the Company:-
1. Shri. Guduru Satyanarayana - Managing Director
2. Shri. Manne Rambabu- Whole Time Director - Technical
3. Shri. M.R. Koteswara Rao - Chief Financial Officer and
4. Ms. Rachuri Chandana upto 10th March 2016 and thereafter Ms. ShivaniSarda with effect from 27th April 2016 - Company Secretary and ComplianceOfficer.
During the year under review Ms. Rachuri Chandana resigned as the Company Secretaryand Compliance officer of the Company. Your Board places on record appreciation for theexemplary services and contribution made by Ms. Rachuri Chandana during her tenure as aCompany Secretary.
Your Board has subsequently inducted Ms. Shivani Sarda an associate member of theInstitute of Company Secretaries of India (ICSI) bearing Membership No A44132 as theCompany Secretary and Compliance officer of the Company w.e.f 27.04.2016.
C Declaration by Independent Directors:
In accordance with Sub-section (7) of Section 149 of the Companies Act2013(hereinafter called as "The Act") the Independent Directors on your BoardMr. Kyatham Prabhakar Reddy Mr. Sripathi Ram Reddy and Mr.Kanduri Saraswathi Kumar hasgiven a Declaration that they meet the criteria of Independence as provided in sub section(6) of Section 149 of the Act. There has been no change in terms and conditions ofappointment of Independent Directors the Policy relating to their appointment can beaccessed through weblink as - http://
D. Board Evaluation:
The Board of Directors has carried out an Annual Evaluation of its own performance andhas devised a Policy on Evaluation of performance of Board of Directors Committees andIndividual Directors pursuant to the provisions of the Act the Corporate Governancerequirements and as prescribed by Regulation 25 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter called as"SEBI Listing Regulations").
The Extract of the Policy- Evaluation of Performance of the Board its Committees andindividual Directors are provided in "Annexure I" and is also made available onthe website of the Company the web link for which is- http:/ /
Evaluation by Independent Directors:-
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed at which theperformance of the Board its Committees and individual directors was also discussed.
The performance of the Board as a whole was evaluated by the Independent Directorsafter seeking inputs from all the directors on the basis of the criteria such as theBoards composition structure effectiveness of Board processes information andfunctioning etc.
The Independent Directors reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Boardlike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc. In addition the Chairman was also evaluated on the keyaspects of his role.
Evaluation by Board (Other than Independent Directors):-
In accordance with Regulation 17(10) of SEBI Listing Regulations the entire Board ofDirectors of the Company shall evaluate the performance of Independent Directors of theCompany.Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.
E. Managerial Remuneration:
The details of Remuneration paid to the Directors Key Managerial Personnel andEmployees as required under Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenin Form MGT-9 forming part of the Directors Report and also in the CorporateGovernance Report.
A statement on the Ratio of the remuneration of each director to the medianremuneration of the employees of the Company and the related remuneration details isprovided in "Annexure II".
9. DIRECTORS RESPONSIBILITY STATEMENT:
Your directors would like to inform the members that the Audited Financial Statementsfor the year ended 31st March 2016 are in full conformity with therequirements of the Act and they believe that the Financial Statements reflect fairly theform and substance of transactions carried out during the year and reasonably present theCompanys financial condition and results of operation. These Financial Statementsare audited by the Statutory Auditors M/s. Rambabu & Co. Chartered Accountants.
In accordance with the provisions of Section 134(5) of the Act your Directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the Financial Year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the loss ofthe Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has Internal Financial Controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly & efficient conduct ofthe business including adherence to the Companys policies the safe guarding ofassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial information. Thedetails in respect of Internal Financial Control are included in the Management Discussionand Analysis which forms part of this report.
11. STATUTORY AUDITORS:
Pursuant to the resolution passed by the Members in their Seventeenth Annual GeneralMeeting held on 30th September 2015 have re-appointed M/s. Rambabu &Co. Chartered Accountants as the Statutory Auditors of the Company to hold the officetill the conclusion of the Annual General Meeting of the Company to be held in calendaryear 2017 subject to ratification every year. Accordingly the Company has receivedconsent from them to the effect that their appointment if made would be within the limitsprescribed under Section 141 of the Act. The Board recommends ratification for theirappointment.
12. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed Shri. Ajay S.Shrivastava Practicing Company Secretary Hyderabad to undertake the Secretarial Auditand certify the same for the Company.
The Secretarial Audit Report is provided as "Annexure III"to this Report.
13. EXPLANATION TO THE QUALIFICATIONS/ RESERVATIONS/ ADVERSE REMARKS IF ANY MADE BYSTATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORT:
Since there are no qualification reservation adverse remark or disclaimer made by thestatutory auditor in his report does not call for any further comments or explanationsfrom the Board.
14. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:
During the year under review there has been no significant and material orders passedby any regulators or courts or tribunal.
15. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section 197 of theCompanies Act 2013. Hence the details are NIL.
16. ANTI SEXUAL HARASSMENT POLICY:
Your Company has female employees and the majority of working staff/ employees arescattered and mobile in nature hence there lies no question of sexual Harassment andneither any complaints has received.
However the Company adopts the Policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at workplace(Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder.
17. RISK MANAGEMENT:
The management has put in place adequate and effective system and man power for thepurposes of risk management. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The auditcommittee has additional oversight in the area of financial risks and controls.
In the opinion of the Board following are risks involved in the industry-
a. Fluctuations and uncertainty in the real estate market
b. Changing market prices customer preferences and uncertainty in politicaljudgements.
c. Fund Raising managing and planning of monetary resources and Loans.
18. ESTABLISHMENT OF VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism as defined under Regulation 22 of SEBI Listing Regulations for directors andemployees to report concerns about unethical behavior. No person has been denied access tothe Chairman of the audit committee. The said policy has been also put up on the websiteof the Company at the following link i.e.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with Related Parties as defined under Section 2(76) ofthe Companies Act 2013 were in the ordinary course of business and do not attract theprovisions of Section 188 of the Companies Act 2013. The Company has also complied withRegulation 23 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015during the Financial Year 2015-2016. There wereno materially significant transactions with related parties in the Financial Year whichwere in conflict with the interest of the Company and requiring compliance of theprovisions of Regulation 23 of SEBI Listing Regulations. However Suitable disclosure asrequired by the Accounting Standard-18 (AS-18) has been made in the notes forming part ofthe Financial Statements.
Since there are no Contracts or arrangements or transaction made with Related partiesNo Disclosure is required to be made under Section 188(1) of the Act.
The policy adopted by your company on Related Party Transactions is available on thewebsite of company the weblink of which is- http://www.quanf Rs.imbuild.com/images/pdf/poHcy-on-related-party-transaction.pdf
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since your Companys net worth does not exceed Rs. 500 Crores or Companysturnover does not exceed Rs. 1000 Crores or companys net profit does not exceed Rs.5 Crores for the financial year the provisions under Section 135 of the Act read withrules made thereunder are not applicable. Hence the compliance to the initiative ofCorporate Social Responsibility is not required.
21. CORPORATE GOVERNANCE:
Your Company has a strong legacy of fair transparent and ethical governance practices.The Company has adopted a Code of Conduct for its employees including the ManagingDirector and the Executive Directors. The said Code of Conduct is available onCompanys Website the weblink for which is- http://www.quant:nmhuild.r.om/ima.ges/pdf/code-of-conduct-15-05-2015.pdf
The Companys philosophy on Corporate Governance oversees business strategies andensures fiscal accountability ethical corporate behavior and fairness to all stakeholderscomprising regulators employees investors and the society at large.
A report on Corporate Governance covering amongst other details of Meetings of theBoard and Committees along with a Certificate for compliance with the Clause 49 of theListing Agreement and Regulation 17 to 27 read with Schedule V and clauses (b) to (i) ofsub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable withregard to Corporate Governance issued by the Practicing Company Secretary- Shri. Ajay SShrivastava forms part of this Annual Report.
1. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
2. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:
CONSERVATION OF ENERGY:
i. Particulars of loans guarantees and investments:
The Company has not given any loan or guarantee or security or made any investmentsduring the financial year in terms of Section 186 of the Act.
ii. Transactions with Related Parties:
No transactions were made with the related parties during the year which attractsprovisions of Section 188 of the Act.
iii. Unclaimed Dividend:
During the year under review since no dividend is declared there lies no question ofDisclosure of Unclaimed Dividend.
iv. Subsidiaries and Joint Ventures:
The company neither has any subsidiaries nor entered into joint venture with anyCompany or institution during the year under review.
v. Employee stock options & sweat equity shares:
During the year under review the Company has not issued any Employee Stock Options andsweat Equity shares.
vi. Extract of the Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the extractof the Annual Return in Form MGT-9 is attached as "Annexure IV".
The shares of your company are listed at Bombay Stock Exchange Limited. Your Companyhas duly complied with all the applicable provisions of the Listing Agreement andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
Your Directors take this opportunity to express their gratitude for the assistance andco-operation extended by Government Authorities Bankers and other business associatesalong with our estimated Shareholders and employees.Your Directors also acknowledge thesupport extended by the Companys employees for their dedicated service.
For and on behalf of the Board
Annexures No. Content
I Policy for Evaluation of Board
II Ratio of the Remuneration of each Director to the Median Remuneration of theemployees.
III MR-3 - Secretarial Audit Report
IV MGT-9- Extract of Annual Return
EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
A. Evaluation Policy:
Pursuant to the provisions of the Companies Act 2013 and the Corporate Governancerequirements as prescribed by Securities and Exchange Board of India (SEBI) under Clause49 of the Listing Agreement (as may be applicable) the Board of Directors (Board) shallcarry out an annual evaluation of its own performance and that of its Committees andindividual Directors.
The performance of the Board and individual Directors shall be evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees shall beevaluated by the Board seeking inputs from the Committee members. A template isprescribed to evaluate the performance of the directors and members of the Committees.
At the first stage the Chairman of the Nomination and Remuneration Committee shallobtain from all the Board members duly filled in Board evaluation templates for evaluationof the performance of the Board as a whole evaluation of the Committee members etc.
At the second stage a separate meeting of independent Directors shall be held toreview the performance of nonindependent Directors performance of the Board as a wholeand performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors. Based on such report of the meeting aEvaluation Report shall be placed before the Board.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition of Committees effectiveness of Committee meetings follow up actions ondecisions taken etc. The criteria for performance evaluation of the individual Directorsincluded aspects on contribution to the Board and Committee meetings like preparedness onthe issues to be discussed meaningful and constructive contribution and inputs inmeetings follow up actions etc. In addition the Chairperson is to be also evaluated onthe key aspects of his/her role.
The summary of the evaluation reports shall be presented to the respective Committeesand the Board for their consideration.
The details of the two policies are stated below.
B. POLICY ON BOARD DIVERSITY:
Pursuant to the provisions of the Clause 49 of the Listing Agreement the Policy onBoard Diversity is framed and adopted.
The broad objectives of the Policy are:
Diversity and inclusion initiatives based on sound business principles andobjectives;
To help the Company build a Board that can draw upon a wide range ofperspectives expertise knowledge and experience;
To bridge the gap in Board composition for achieving optimum and balanced Boardwith a wide range of attributes; and
To encourage healthy and open discussion and promote independence of judgment inBoard and Committee deliberations.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Remuneration Policy is framed and adopted.
The broad objectives of the Policy are:
To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board;
To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management;
To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompanys operations; and
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
While deciding on the remuneration for Directors the Board and Nomination &Remuneration Committee considers the performance of the Company the current trends in theindustry the directors participation in Board and Committee meetings during theyear and other relevant factors.
The performance of the Company and individual performance as well employeespotential criticality and longevity in the grade are considered while determiningremuneration to the Employees
EVALUATION DURING THE YEAR:
The Board has handed out the Templates and sought responses from all Directors/ membersof the Committees and the same were evaluated and grades awarded by the independentDirectors in their meeting held on 15th February 2016 and the Report of theevaluation of the Board KMP and Committees were finalized by the Independent Directors andplaced before the Board in the next Meeting.
RATIO OF REMUNERATION OF DIRECTORS TO THE MEDIAN REMUNERATION OF EMPLOYEES
A. Statement on the ratio of the remuneration of each Director to the MedianRemuneration of the employees of the company in the Financial Year:
Note : *From 1st June 2015 to 10th March 2016.
**Appointed as Company Secretary with effect from 27.04.2016 B. The percentage increasein remuneration of each Director Chief Financial Officer Company Secretary in theFinancial
C. The percentage increase in the median Remuneration of employees in the FinancialYear:
NIL as there is no Change in the Remuneration being paid to employees during the year.
D. The number of permanent employees on the rolls of Company:
Less than 10 members.
E. The explanation on the relationship between average increase in Remuneration andCompany performances:
Not applicable as there is no change or increase in the remunerations being paid bythe Company during the year.
F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: NIL