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Quasar India Ltd.

BSE: 538452 Sector: Others
NSE: N.A. ISIN Code: INE855P01033
BSE LIVE 14:41 | 09 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 51.25
PREVIOUS CLOSE 51.25
VOLUME 467
52-Week high 52.25
52-Week low 51.25
P/E 2562.50
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 51.25
Sell Qty 3393.00
OPEN 51.25
CLOSE 51.25
VOLUME 467
52-Week high 52.25
52-Week low 51.25
P/E 2562.50
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 51.25
Sell Qty 3393.00

Quasar India Ltd. (QUASARINDIA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 37th Annual Report togetherwith the Audited Statement of Accounts for the Financial Year ended March 31 2016.

FINANCIAL PERFORMANCE/ SUMMARY

Particulars Financial year ended (in Rupees)
31st March 2016 31stMarch 2015
Total Income 10431517 104839836
Total expenditure 9349093 103709103
Profit/(Loss) before tax 1082424 1130733
Profit/ (Loss) after tax 747954 798078
Paid- up Share Capital 53525000 53525000
Reserves and Surplus 2257673 1540543

DIVIDEND

To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2015-2016. The Board assures you to present a muchstrong financial statements in coming years.

SHARE CAPITAL

During the year under review the company has not issued any shares or debentures or anyother convertible instruments.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend therefore the Company has not proposesto carry any sum to the General Reserves of the Company for the period underconsideration.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Companybetween the financial year and up to the date of this report.

DETAILS OF SUBSIDIARY JOINT VENTURE ASSOCIATE COMPANIES DURING THE YEAR

The Company has no subsidiaries joint ventures or associated companies thereforedisclosures in this regards are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

The company has no subsidiaries joint venture companies so there is no requirement ofdescription of performance of Subsidiaries and Joint Venture companies.

AUDITORS

Statutory Auditor

At the Annual General meeting held on 13th August 2014 M/s V.N. Purohit& Co. Chartered Accountants were appointed as statutory auditors of the Companypursuant to provisions of Section 139 and 142 and other applicable provisions if any ofthe Companies Act2013 to hold office from the conclusion of that Annual General Meetingtill the conclusion of 5th consecutive Annual General Meeting subject toratification by the members at every Annual General Meeting at a remuneration to bedecided by board of directors in consultation with Auditors plus applicable service taxand reimbursement of travelling and out of pocket expenses incurred by them for thepurpose of audit.

Accordingly the Board recommends to the members of the Company for ratification ofappointment of M/s V.N. Purohit & Co. Chartered Accountants as statutory auditors ofthe Company.

In this regard M/s V.N. Purohit & Co. Chartered Accountants have submitted theirwritten consent that they are eligible and qualified to be re- appointed as statutoryauditors of the Company in terms of Section 139 of the Companies Act 2013 and alsosatisfy the criteria provided in Section 141 of the Companies Act 2013.

Auditor’s Report

All Observations made in the Independent Auditors’ Report and Notes forming partof the Financial Statements are self explanatory and do not call for any further commentsunder section 197(12) of the Companies Act 2013.

Secretarial Auditor

Ms. Rachna Bhasin Practicing Company Secretary was appointed by the Board to conductthe secretarial audit of the Company for the F.Y 2015-2016 as required under Section 204of the Companies Act 2013 and Rules thereunder. The Secretarial audit Report for FY2015-2016 forms part of the annual report as Annexure I.

Internal Auditor

M/s Anil Hariram Gupta & Co. Chartered Accountants performs the duties of internalauditors of the company and its report for F.Y. 2015-2016 is reviewed by the AuditCommittee from time to time.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators and courts ortribunals impacting the going concern status and Company’s operations in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of annualreturn in the prescribed format is appended as Annexure II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of business.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 and forming part of Board’sReport for the year ended March 31 2016 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company therefore theinformation as required under the Companies (Accounts) Rules 2014 is not given. Howeverthe company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R & D.

S. No. Parameters F.Y. 2015-2016 F.Y.2014-2015
a) Capital Expenditure 0.00 0.00
b) Recurring 0.00 0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange earnings and outgo are given as below:-

S. No. Particulars Year 2015 Year 2016
1 Foreign Exchange earning Nil Nil
2 Foreign exchange outgoing Nil Nil

RISK MANAGEMENT POLICY

The Company has implemented Risk Management Policy (annexed as Annexure III) andthe Board of Directors has prepared a comprehensive framework of risk management forassessment of risks and to determine the responses to these risks so as to minimize theiradverse impact on the organization. The policy as approved by the Board of Directors isuploaded on Company’s website http://www.quasarindia.in/investor.php

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act 2013 regarding Corporate Social Responsibility shallnot be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover notexceeding Rs. 1000 Cr or net profit not exceeding Rs. 5 Cr or more during any financialyear as on the last date of previous financial year. In this connection we wish toinform you that in respect of our company as on the last audited balance sheet as at March31 2016 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1000 Cr nornet profit exceeding Rs. 5 Cr. Hence the provisions of Companies Act 2013 regardingCorporate Social Responsibility would not be applicable.

NUMBER OF MEETINGS OF THE BOARD

The Boards of Directors duly met 14 (Fourteen) times during the Financial Year 2015-16the details of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two board meetings was within the periodprescribed by the Companies Act 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent directorsto maintain the independence of the board separate its function of Governance andManagement. As on March 31 2016 the Board consists of 3 members one of whom areexecutive or whole time directors and other two are non- executive Director. The Boardperiodically evaluates the need for change in its composition and its size.

The policy of the company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the companies Act2013 adopted by the Board is appended as Annexure IV to the Board’s Report.

We affirm that remuneration paid to the directors is as per the terms laid out in theremuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

BOARD EVALUATION

SEBI (LODR) Regulations 2015 mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the board on its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.

The evaluation of all the directors and the board as a whole was conducted based on thecriteria and frame work adopted by the Board. The evaluation process has been explained inthis Annual report. The Board approved the evaluation results as collated by thenomination and remuneration committee.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every new independent director of the board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/ senior managerial personnel make presentations to the inducteesabout the Company’s strategy operations product and service offerings marketssoftware delivery organization structure finance human resources technology qualityfacilities and risk management.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a director. The format of the letter of appointment is available on our website i.e.http://www.quasarindia.in/investor.php

INDUCTIONS

On the recommendation of nomination and remuneration committee the Board appointedMrs. Sweta Sachin Gavand as an Additional Director of the Company and Mr. SachinChandrakant Gawand as whole time director of the Company w.e.f 28.07.2016.

Mr. Ganesh Prasad Gupta Independent Director has given declaration that he meets thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (LODR) Regulations 2015.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Mr. Sachin Chandrakant Gawand and Mrs. Sweta Sachin Gavand are related to each other.

CHANGE IN DIRECTORS

During the year Mr. Ankit Agarwal and Mrs. Usha Sharma has resigned from theDirectorship of the Company w.e.f July 28 2016 and Mr. Sachin Chandrakant Gawand and Mrs.Sweta Sachin Gavand has been appointed as direcor w.e.f July 28 2016.

DETAILS OF KEY MANAGERIAL PERSONNEL

The following 2 (Two) persons were formally appointed/ designated as Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.

1. Mr. Sachin Chandrakant Gawand– Whole Time Director 2. Mr. Narendra Kumar Gaur-Chief Financial Officer

COMMITTEES OF THE BOARD

Currently the Board has 4 (Four) Committees; the Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the CorporateGovernance report section in this annual report. The Composition of committees andcompliances as per applicable provisions of the act and rules are as follows:

Name of the Committee Composition of Committee Highlights of Duties responsibilities
and activities
Audit Committee 1. Mr. Ganesh Prasad Gupta 1. All recommendations made by the audit committee during the year were accepted by the Board.
2. Mr. Sachin Chandrakant Gawand
3. Mrs. Sweta Sachin Gavand 2. The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud violation of the Company’s Code of Conduct and Ethics. The
whistleblower policy is appended as annexure V to the Board’s report.
3. In accordance with the requirement of the listing Agreement the Company has formulated policies on related party transactions on material subsidiaries. The policies including the whistleblower Policy are available on our website
Nomination and Remuneration Committee 1. Mr. Ganesh Prasad Gupta 1. The Committee oversees and administers executive compensation operating under a written charter Committee adopted by our Board of Directors.
2. Mr. Sachin Chandrakant Gawand
3. Mrs. Sweta Sachin Gavand
2. The committee has a right to directly retain independent advisors to assist it
3. The nomination and remuneration committee has framed the nomination and remuneration policy. A copy of the policy is appended as annexure IV to the Board’s report.
Stakeholders Relationship Committee 1. Mr. Ganesh Prasad Gupta 1. The committee reviews and ensures redressal of Investor grievances
2. Mr.Sachin Chandrakant Gawand
3. Mrs. Sweta Sachin Gavand
Risk Management Committee 1. Mr. Sachin Chandrakant Gawand 1. To recommend to the Board and then formally announce implement and maintain a sound system of risk oversight management and internal control which identifies assesses manages and monitors risk.
2. Mr. Ganesh Prasad Gupta 3. Mrs. Sweta Sachin Gavand
2. To considers ethical and broader stakeholder values in its assessment and management of risks and internal procedures.
3. The Committee can consider other matters relating to risk management that it considers desirable.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES

In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof audit Committee in appropriate and exceptional cases.

Accordingly ‘whistle Blower policy’ has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the EthicsCounselor or the Chairman of the audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about irregularitieswithin the Company.

This policy is also posted on the website (http://www.quasarindia.in/investor.php ) ofthe company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members ofthe Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Company’s website www.quasarindia.in. TheCode lays down the standard procedure of business conduct which is expected to be followedby the directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

Particulars of Loans and Guarantees are provided in the financial statements (pleaserefer the Note 13 to the financial Statements).

RELATED PARTY TRANSACTIONS

The Company has entered into a contract and arrangements with related party andcomplied with the provisions of section 188 of the Companies Act 2013. (Details of SuchContracts and Arrangements are enclosed as Annexure- VI in Form AOC-2).

REPORT ON CORPORATE GOVERNANCE

A report on corporate governance is annexed herewith. As required by SEBI (LODR)Regulations 2015 Certification on Corporate Governance from PCS is enclosed to theBoard’s Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the company are as follows:

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the Year Nil
b) Employed for part of the year Nil

The remuneration paid to all key managerial personnel was in accordance withremuneration policy adopted by the company.

In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employees’particulars which is available for inspection by members at the registered office of thecompany during business hours on working days of the company up to the date of ensuingAnnual General Meeting. If any member is interested in inspecting the same such membermay write to the Chief Financial Officer in advance.

SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual harassment policy in line with therequirements of the sexual harassment of Women at workplace ( Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

During the Year 2015-2016 no complaints were received by the Company related to sexualharassment.

BUSINESS RESPONSIBILITY REPORT

The same is not applicable to our Company. Since no initiative with respect toenvironmental social etc has been taken.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of the provisions of Section 133 of the Companies Act 2013 and read with Rule7 of the Companies (Accounts) Rules 2014 the provisions of the Act (to the extentnotified) and guidelines issued by the Securities and Exchange Board of India

(SEBI). There are no material departures from prescribed accounting standards in theadoption of these standards.

The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed.

• The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period.

• The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• The directors had prepared the annual accounts on a going concern basis.

• The directors have laid down internal financial controls which are adequate andare operating effectively.

• The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay StockExchange Ltd) and Delhi Stock Exchange Limited (DSE). The Company has already paid listingfees for the financial Year 2015-16.

CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges with thanks thededicated efforts of all the staff and employees of the Company.

For and on behalf of the Board
For Quasar India Limited
Sd/- Sd/-
Place: New Delhi Sachin Chandrakant Gawand Sweta Sachin Gavand
Date: 02.09.2016 Whole Time Director Director
DIN: 07544765 DIN: 07559004