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.|
|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.|
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
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.
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.
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.
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.
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.
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.
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 Companys 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 BoardsReport 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.
C. Foreign Exchange Earnings and Outgo
Details of Foreign Exchange earnings and outgo are given as below:-
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 Companys 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 Boards 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.
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 Companys 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
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:
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 Companys 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 theBoards 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:
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 employeesparticulars 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.
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.
DIRECTORS 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.
The statements forming part of the Boards 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.
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.