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Quantum Digital Vision India Ltd.

BSE: 530281 Sector: Industrials
NSE: N.A. ISIN Code: INE373C01019
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Quantum Digital Vision India Ltd. (QUANTUMDIGITAL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 35th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the standalone financial statementsof the company.

Particulars 2014-2015 2013-14
Gross Income 6440778 17720006
Profit / (Loss) Before Interest and (215562) 6844895
Depreciation
Less: Finance Charges (1663997) -
Gross Profit/(Loss) (1879559) 6844895
Less: Provision for Depreciation (2998936) (4187256)
Extraordinary Item - -
Net Profit/(Loss) Before Tax (4878495) 2657639
Less: Provision for Tax (390205) (261436)
Net Profit/(Loss) After Tax (5268700) 2386202
Balance of Profit brought forward - -
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet (5268700) 2386202

2. COMPANYfS PERFORMANCE AFFAIR

Your Directors are positive about the Company’s operations and making best effortsto implement the cost reduction measures to the extent feasible.

3. DIVIDEND

During the year the Directors had made the Provision for dividend to be payable onPreference Shares @ 0.5%. Due to the requirement of Fund for further expansion theDirectors do not recommend any equity dividend.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. -5268700 for financialyear under review is transferred to reserves. The total reserves for the financial year2014-15 is Rs. -129168083/-

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31 2015 is Rs. 69950000/-comprising of 3035000 Equity Shares of Rs. 10/- each amounting to Rs. 30350000/- and3960000 @0.5% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each amounting toRs. 39600000/-. During the year Company had allotted 2500000 (Twenty Five Lacs)Preference Shares of the Company of the face value of Rs. 10/- (Ten) each for anaggregate value not exceeding Rs. 25000000 as Non-Cumulative Redeemable PreferenceShares ("Preference Shares") against Conversion of loan at par on a privateplacement basis to Glint Global General Trading.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act 2013 Mr. Himalay Dassani whoretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

Further during the year Mr. Panna Lalchand Dassani has been appointed as ChiefFinancial Officer in the Board Meeting held on 30th March 2015. Also theBoard of Directors of the Company appointed Mrs. Shakuntla Panna Dassani as an AdditionalDirector of the Company in the Board Meeting held on 30th March 2015 underSection 161 of the Companies Act 2013 who holds office up to the date of this AnnualGeneral Meeting. Subject to approval of members the Company has received a notice alongwith requisite deposit from a member of the Company under Section

160 of the Companies Act 2013 proposing her candidature for the office of Director.The Board recommends her appointment. The Company has received declaration from all theIndependent Directors of the Company confirming that they meet criteria of independence asprescribed under Section 149(6) of the Companies Act 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Eight Board Meetings and Four Audit Committee Meetings were convened and held.The details of which are given as under.

Sr. No. Date
Board Meeting
1. 30th May 2014
2. 28th July 2014
3. 7th August 2014
4. 22nd August 2014
5. 18th October 2014
6. 14th November 2014
7. 13th February 2015
8. 30th March 2015

 

Sr. No. Date
Audit Committee Meeting
1. 30th May 2014
2. 7th August 2014
3. 14th November 2014
4. 13th February 2015

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration.

9. COMMITTEES OF THE BOARD

During the year in accordance with provisions of Companies Act 2013 the Board ofDirectors of the Company has constituted/re constituted following 3 committees:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany’s financial reporting process. The Audit Committee Comprises of 3 Directors.The Chairman of the Audit Committee is a Non-executive and Independent Director. TheComposition of the Audit Committee is as under:

Sr. No. Name Nature of the Directorship Designation Committee
1. Mr. Gajendra Kumar Bhandari Independent Director Chairman
2. Mr. Rajkishan Singh Independent Director Member
3. Mr. Himalaya Dassani Managing Director Member

2) Nomination & Remuneration Committee

The Company has re-constituted Nomination & Remuneration Committee and presentlythe Remuneration committee comprises of 3 (Three) Directors.

Sr. No. Name Nature of the Directorship Designation Committee
1. Mr. Gajendra Kumar Bhandari Independent Director Chairman
2. Mr. Rajkishan Singh Independent Director Member
3. Mr. Himalaya Dassani Managing Director Member

3) Stakeholder Relationship Committee

The Board of Directors of the Company has renamed its‘shareholders’/Investors Grievance Committee’ as Stakeholder RelationshipCommittee consisting of two members chaired by non executive Director. The Committeeinter-alia deals with various matters relating to:

Sr. No. Name Nature of the Directorship Designation Committee
1. Mr. Gajendra Kumar Bhandari Independent Director Chairman
2. Mr. Rajkishan Singh Independent Director Member

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

11. DIRECTORfS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that: a) In the preparation of the annual accounts the applicable accountingstandards have been followed. b) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give true and fair view of the state of affairs of the Company for theyear under review. c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The directors have prepared the annual accounts on a goingconcern basis. e) The directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively. f) The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

12. AUDITORS

The Auditors M/s Shah & Taparia. Chartered Accountants Mumbai retire at theensuing Annual General Meeting and being eligible offer themselves for reappointment fora period of the conclusion of this Annual General Meeting [AGM] till the conclusion ofThirty Seventh (37th) Annual General Meeting.

13. AUDITORSf REPORT

The Directors are of opinion that the comments in the Auditors report are selfexplanatory and do not call for any further explanations.

14. SECRETARIAL AUDIT REPORT

Secretarial Auditor’s observation and Management’s explanation to theAuditor’s observation

The Director refers to the Auditor’s observation in the Secretarial Audit Reportand as required under Section

204(1) of the Companies Act 2013 the Company has obtained a secretarial audit report.a) Non appointment of Company Secretary

The Board would like to bring to your notice that the Company has been trying torecruit a Company Secretary on best efforts basis since a long time but the Company hasnot been successful.

b) Clause 41 Publication of Results audited and unaudited in news paper

The company has not been doing that since the financial position of the company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain.

c) Delay in compliance with Clause 31 of the Listing Agreement

There was a delay in complying with the requirements of Clause 31 However Company haspaid the penalty for the same.

d) Non filing of forms with ROC

With regard to non filing of MGT 14 form was mainly due to ambiguity and uncertainty ofthe applicability of the same for the relevant period.

e) Borrowing in excess of the limit

Due to urgent need for working capital the company had borrowed funds from thePromoters of the Company however the requisite approval of the members will be taken inthe this Annual General Meeting.

The report of the Secretarial Auditors is enclosed as Annexure II to this report.

15. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.qil.in under investors/policy documents/Vigil Mechanism Policy link.

16. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

17. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the

Board is known as "code of business conduct" which forms an Appendix to theCode. The Code has been posted on the Company’s website www.qil.in.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm’s length transactions under third proviso thereto shall bedisclosed in Form No. AOC-2. As Annexure II (Format enclosed).

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures. TheCompany’s internal control system is commensurate to the size scale and complexitiesof its Operations.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo areNil during the year under review.

22. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

23. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE Limited where the Company’s Shares are listed. The Company is suspended fromtrading platform of Calcutta Stock Exchange.

24. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Your Company has not provided Loans Guarantees or made Investment pursuant toSection 186 of the Companies Act 2013;

2. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

3. The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

6. Since the Company having paid-up capital less than the threshold provided underClause 49 of the Listing Agreement hence the Company need not required to addressReports on Corporate Governance certificate/s pertains thereto and Management Discussionand Analysis Report.

7. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

25. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Place:12th August 2015 Himalay Pannalal Dassani Rajkishan Singh
Date: Tamilnadu Managing Director Independent Director

Annexure I FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014. I. REGISTRATION & OTHER DETAILS:

1 CIN L35999TN1980PLC008235
2 Registration Date 21/04/1980
3 Name of the Company QUANTUM DIGITAL VISION (INDIA) LIMITED
4 Category/Sub-category of Category : Company Limited by Shares
the Company Sub-Category : Indian Non-Government Company
5 Address of the Registered office & contact details Address : 143 Athipattu Village ponneri Taluk Chengai Mgr Dist 601 203 Email ID: himallay@gmail.com
6 Whether listed company Listed on BSE Limited and The Calcutta Stock Exchange Limited
7 Name Address & contact details of the Registrar & Transfer Agent if any. Name: Sharex Dynamic (India) Private Limited
Address : Unit-1 luthra Industrial Premises Andheri-Kurla Road. Safed Pool Andheri (E) Mumbai 400 072
Tel: 2851 5606 / 2851 5644
Fax: 2851 2885
E-Mail: sharexindia@vsnl.com
Website: www.sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service %to total turnover of the company
1 NIL

III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

Category of Shareholders

No. of Shares held at the beginning of the year[As on 1-April-2014]

No. of Shares held at the end of the year[As on 31- March-2015]

% Change during the year
Demat Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares
A. Promoters
(1) Indian
a) Individual/ 311588 212812

524400

17.28%

183688

162212

345900

11.40% -5.88
HUF
b) Central Govt - -

-

-

-

-

-

0.00% 0.00%
c) State Govt(s) - -

-

-

-

-

-

0.00% 0.00%
d) Bodies Corp. 935000 -

935000

30.81%

935000

-

935000

30.81% 0.00%
e) Banks / FI - -

-

-

-

-

-

0.00% 0.00%
f) Any other - -

-

-

-

-

-

0.00% 0.00%
(2) Foreign
Individuals (Non- - -

-

-

127900

50600

178500

5.88% 5.88%
Residents
Individuals/Forei gn Individual
Total shareholding of Promoter (A) 935000 212812

1459400

48.09%

1246588

222812

1469400

48.09% 0.00%
B. Public
Shareholding
11. Institutions
a) Mutual Funds - - -

-

-

-

-

-

-
b) Banks / FI - - -

-

-

-

-

-

-
c) Central Govt - - -

-

-

-

-

-

-
d) State Govt(s) - - -

-

-

-

-

-

-
e) Venture - - -

-

-

-

-

-

-
Capital Funds
f) Insurance - - -

-

-

-

-

-

-
Companies
g) FIIs - - -

-

-

-

-

-

-
h) Foreign - - -

-

-

-

-

-

-
Venture Capital
Funds
i) Others - - -

-

-

-

-

-

-
(specify)
Sub-total - - -

-

-

-

-

-

-
(B)(1):-
2. Non-
Institutions
a) Bodies Corp.
i) Indian 70200 20900 91100

3.00%

34524

20900

55424

1.83%

-1.17%
ii) Overseas - - -

-

-

-

-

-

-
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh 264362 461420 725782

23.91%

269900

459370

729270

24.03%

0.12%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 611408 131900 743308

24.49%

643596

131900

775496

25.55%

1.06%
c) Others
(specify)
Non Resident 15410 - 15410

0.51%

15410

-

15410

0.51%

0.00%
Indians
Overseas - - -

-

-

-

-

-

-
Corporate
Bodies
Foreign - - -

-

-

-

-

-

-
Nationals
Clearing - - -

-

-

-

-

-

-
Members
Trusts - - -

-

-

-

-

-

-
Hindu Undivided - - -

-

-

-

-

-

-
Families
Foreign Bodies - - - -

-

-

-

-

-

-
D R
Sub-total
(B)(2):-
Total Public 961380 614220 1575600

51.91%

963430

612170

1575600

51.91%

0.00%
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares held by Custodian for GDRs & ADRs - - -

-

-

-

-

-

-
Grand Total (A+B+C) 1246588 827032 3035000

100.00%

2210018

824982

3035000

100.00%

0.00%

B) Shareholding of Promoter-

Sr. No. Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholdin g during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1 Mrs. Bhagyashree Dassani 500 0.02 - 500 0.02 - -
2 Mr Himalay Dassani 300 0.01 - 300 0.01 - -
3 Ms. Archana Dassani 15937 0.53 - 15937 0.53 - -
4 Mr. Pankaj Dassani 10625 0.35 - 10625 0.35 - -
5 Mr Pannalal Dassani 21750 0.72 - 21750 0.72 - -
6 Mrs. Shakuntala Dassani 5000 0.16 - 5000 0.16 - -
7 Mrs. Shakuntala 100000 3.29 - 100000 3.29 - -
Dassani
8 Mr. Himalay Dassani 200 0.01 - 200 0.01 - -
9 Mr Himalay Dassani 50000 1.65 - 50000 1.65 - -
10 Mr Himalay Dassani 100 0.00 - 100 0.00 - -
11 Mrs Bhagyashree Dassani 1200 0.04 - 1200 0.04 - -
12 Mrs Bhagyashree Dassani 400 0.01 - 400 0.01 - -
13 Mrs. Shakuntala Dassani 6800 0.22 - 6800 0.22 - -
14 Ms. Bhagyashree Dassani 183688 6.05 - 183688 6.05 - -
15 Mr. Himalay Dassani 127900 4.21 - 127900 4.21 - -
16 M/s. Cyma Dassani Marketing Pvt Ltd 935000 30.81 - 935000 30.81 - -

C) Change in Promotersf Shareholding (please specify if there is no change)

Sr No Particulars

Shareholding at the beginning of the year 1st April 2014

Cumulative Shareholding during the year 31st March 2015

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year (1st April 2014) 1459400 48.09 - -
2. Date wise Increase/ Decrease in Promoters No Change* No Change - -
Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):
3. At the end of the year (31 st March 2015) 1459400 48.09 - -

* Status of Mr. Himalay Dassani who is promoter of the Company has changed fromResident to Non-Resident Indian. Hence the shares held by Mr. Himalaya Dassani have beenshown under the head (A2) Shareholding of Promoter and Promoter Group 2- Foreign.

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Sr No For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. DUSHYANT BAPNA
At the beginning of the year 250000 8.24% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 250000 8.24% - -
2. RAMESHWAR LAL AGARWAL
At the beginning of the year 241610 7.96% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): - -
Date Reason
6th January 2015 Transfer -241610 -7.96% -241610 -7.96%
At the end of the year - - - -
3. MADHUKAR SHETH
At the beginning of the year 78846 2.60% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 78846 2.60% - -
4. RAMESHWAR LAL AGARWAL
At the beginning of the year 46900 1.55% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 46900 1.55% - -
5. VANITA SANGHAVI
At the beginning of the year 42500 1.40% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 42500 1.40% - -
6. PRITI DOSHI
At the beginning of the year 42500 1.40% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 42500 1.40% - -
7. LILAC FARMS PVT LTD
At the beginning of the year 39890 1.31% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
Date Reason
19th December 2014 Transfer -39890 -1.31% -39890 -1.31%
At the end of the year - - - -
8. CHRISTINE SAM CHANG
At the beginning of the year 20052 0.66% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
Date Reason
25th March 2015 Transfer 3000 0.10 23052 0.76%
At the end of the year - - 23052 0.76%
9. BISOPLAST & POLYMERS PVT. LTD.
At the beginning of the year 15000 0.49% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 15000 0.49% - -
10. JAINAM SHARE CONSULTANTS PVT. LTD
At the beginning of the year 13783 0.45% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 13783 0.45% - -

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning

Cumulative Shareholding during

of the year No. of shares % of total shares of the company the Year No. of shares % of total shares of the company
1. Himalay Pannalal Dassani
At the beginning of the year 178500 5.88% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 178500 5.88% - -
2. Rajkishan Shamboonarayn Singh
At the beginning of the year - - - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year - - - -
3. Gajendra Kumar Bhandari
At the beginning of the year - - - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year - - - -
4. Shakuntla Panna Dassani
At the beginning of the year 111800 3.67% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 111800 3.67% - -
5. Panna Lalchand Dassani
At the beginning of the year 21750 0.72% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change No Change - -
At the end of the year 21750 0.72% - -

IV. INDEBTEDNESS -Indebtedness of the Company including interestoutstanding/accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year (1st April 2014)
i) Principal Amount 30287964 56235316 - 86523280
ii) Interest due but not paid - 13474868 - 13474868
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 30287964 69710184 - 99998148
Change in Indebtedness during the financial year -
* Addition 1603833 7060164 - 8663997
* Reduction 31891797 37060164 - 68951961
Net Change (30287964) 30000000 - (60287964)
Indebtedness at the end of the financial year (31st March 2015)
i) Principal Amount - 26235316 - 26235316
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 13474868 - 13474868
Total (i+ii+iii) - 39710184 - 39710184

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration toManaging Director Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Mr. Himalay Dassani Managing Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Nil
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 -
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of profit
- others specifyc
5 Others please specify -
Total (A) -
Ceiling as per the Act

11% of the Net Profit

B. Remuneration to other directors

Sr. No. Particulars of Remuneration Name of Directors
1 Independent Directors Rajkishan Shamboonarayn Singh Gajendra Kumar Bhandari Shakuntla Panna Dassani Total Amount
Fee for attending board committee - - - -
meetings
Commission - - - -
Others please specify - - - -
Total (1) - - - -
2 Other Non-Executive Directors None
Fee for attending board committee - - - -
meetings
Commission - - - -
Others please specify - - - -
Total (2) - - - -
Total (B)=(1+2) - - - -
Total Managerial - - - -
Remuneration
Overall Ceiling as per the Act

11% of the Net Profit

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

SN Particulars of Remuneration Panna Lalchand Dassani CFO
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Nil
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of profit -
others specifyc -
5 Others please specify -
Total -

VI. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NONE

Annexure - II FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details
1. Name (s) of the related party & nature of relationship Not Applicable
Nature of contracts/arrangements/transaction Not Applicable
Duration of the contracts/arrangements/transaction Not Applicable
Salient terms of the contracts or arrangements or transaction including the value if any Not Applicable
Justification for entering into such contracts or arrangements or transactions’ Not Applicable
Date of approval by the Board Not Applicable
Amount paid as advances if any Not Applicable
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Not Applicable

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
1. Name (s) of the related party & nature of relationship Dassani Investments (Partner of the Firm is the Director of the Company)
Nature of contracts/arrangements/transaction Rent paid for the Office Premises
Duration of the contracts/arrangements/transaction 7 months
Salient terms of the contracts or arrangements or transaction including the value if any Rs. 20000 Per month
Date of approval by the Board 7th August 2014
Amount paid as advances if any Nil

 

For and on behalf of the Board of Directors
Place: Tamilnadu Himalay Pannalal Dassani Rajkishan Singh
Date: 12th August 2015 Managing Director Independent Director

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Quantum Digital Vision (India) Limited

143 Athipattu Villageponneri Taluk Chengai Mgr Dist Tamil Nadu - 601 203

I have conducted the secretarial audit of the compliance of Quantum Digital Vision(India) Limited applicable statutory provisions and the adherence to good corporatepractices by Quantum Digital Vision (India) Limited (hereinafter called thecompany). Secretarial Audit was conducted in a manner that provided me a reasonable basisfor evaluating the corporate conducts/statutory compliances and expressing my opinionthereon.

Based on my verification of the company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended March 31 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by

Quantum Digital Vision (India) Limited ("the company") for the financialyear for the ended March 31 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder; ii. The SecuritiesContracts (Regulation) Act 1956 (‘SCRA’) and the rules made thereunder; iii.The Depositories Act 1996 and the Regulations and bye-laws framed thereunder; iv. ForeignExchange Management Act 1999 and the rules and regulations made thereunder to the extentof Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings;

The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 1992; (c) The Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009; (d) The Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999; (e) The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008; (f) The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding theCompanies Act and dealing with client; (g) The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations 2009; and (h) The Securities and Exchange Boardof India (Buyback of Securities) Regulations 1998;

Other Laws applicable to the Company;

1. Income Tax Act 1961

2. Finance Act 1994

3. Profession Tax Act 1975

4. The Payment of Bonus Act 1965

5. The Payment of Wages Act 1936

6. The Payment of Gratuity Act 1972

7. The Bombay Shop & Establishment Act 1948

8. The Minimum Wages Act 1948

9. Negotiable Instrument Act 1881

10. The Contract Act 1872 11. Central sales tax Act 1956

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii)The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that; The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that; there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Remarks: I report that

1. Pursuant to the provisions of Sec 203 every Listed company shall have the followingwhole-time key managerial personnel:

a. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director b. Company Secretary C. Chief Financial Officer.

However the Company has not Appointed Company Secretary as Key Managerial Personneland filed the requisite form with ROC.

2. Pursuant to clause 41 (III)(B) & 41(VI) of the Listing Agreement the Companyshall issue a public notice in at least in one English daily newspaper circulating in thewhole or substantially the whole of India and in one daily newspaper published in thelanguage of the region where the registered office of the company is situated forfollowing matters:

a) Board meeting wherein quarterly unaudited / audited results are to be consideredwhere Prior 7 clears day’s intimation needs to be published. b) Financial resultswithin 48 hrs of the conclusion of Board or committee meeting at which they were approved.

However the company has not complied with the requirements of the aforesaid clause ofthe Listing Agreement.

3. Pursuant to the provisions of Section 180(1) (C) the Company shall not without theconsent of Members by a special resolution borrow money together with money alreadyborrowed exceeding aggregate of its paid-up share capital and free reserves apart fromtemporary loans obtained from the company's bankers in the ordinary course of business.

However during the course of audit it was observed that the company had borrowedmonies amounting to Rs. 81110184 which is exceeding the limits of the sectionmentioned herein above without seeking approval of members vide a special resolution.

4. During the year under review the Company incurred a cost of Rs. 17978/- (RupeesSeventeen Thousand Nine Hundred & Seventy Eight only) as a penalty from Stockexchange for delay in submission of Annual Report to the Stock Exchange pursuant to clause31 of the Listing Agreement.

5. During the year under review the liability side of the balance sheet for the yearended 31st March 2015 showed an amount of Rs. 830434/- as an outstanding Sales Tax ofthe Financial year 2010-2011 which is still unpaid.

6. Pursuant to provisions of Section 117 (3) (g) of the Companies Act 2013 a copy ofevery resolution passed in respect of matters specified in Section 179 (3) shall be filedwith Registrar of Companies in form MGT 14 within 30 days of passing such resolution.

On Observation it was noticed that the Company failed to file form MGT 14 forDeclarations received from its Directors in form MBP-1 in the meeting of Board ofDirectors on May 30 2014.

For Teena Dedhia & Associates
Company Secretaries
Teena Dedhia
(Proprietor)
Place: Mumbai C.P No. 9214
Date: 10/08/2015 ACS: 22630

Note : This report is to be read with our letter of even date which is annexed asANNEXURE A’ and forms an integral part of this report.

ANNEXURE A

To

The Members

Quantum Digital Vision (India) Limited

143 Athipattu Villageponneri Taluk Chengai Mgr Dist Tamil Nadu - 601 203

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Teena Dedhia & Associates
Company Secretaries
C.P No. 9214
Teena Dedhia
Place: Mumbai (Proprietor)
Date: 10/08/2015 ACS: 22630