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Quess Corp Ltd.

BSE: 539978 Sector: IT
NSE: QUESS ISIN Code: INE615P01015
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VOLUME 641
52-Week high 1068.00
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P/E 120.98
Mkt Cap.(Rs cr) 11,396
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Sell Price 0.00
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OPEN 825.05
CLOSE 826.60
VOLUME 641
52-Week high 1068.00
52-Week low 516.00
P/E 120.98
Mkt Cap.(Rs cr) 11,396
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Quess Corp Ltd. (QUESS) - Director Report

Company director report

Dear Shareholders

The Board of Directors ("Board") of Quess Corp Limited ("Quess" or"Company") with immense pleasure present their Tenth report on the business andoperations of the Company for the financial year 2016-17 ("FY17"). This reportis being presented along with the audited financial statements for the year.

1. FINANCIAL RESULTS

(in Rs.crores)

Particulars

Consolidated

Standalone

FY17 FY16 FY17 FY16
Revenue 4157.36 3435.01 3360.72 2918.18
Less: Cost of material and stores and spare parts consumed 46.88 48.14 36.04 41.71
Less: Employee benefit expenses 3543.51 3006.92 2936.30 2558.34
Less: Other expenses 344.17 228.87 210.21 174.08
EBITDA 222.80 151.08 178.17 144.05
EBITDA Margin 5.4% 4.4% 5.3% 4.9%
Add: Other Income 15.25 9.05 16.12 9.10
Less: Finance Costs 46.53 31.04 38.90 27.09
Less: Depreciation and Amortisation Expense 26.44 14.39 17.02 15.24
Add: Share of Profits in Associates 0.12 - - -
Profit Before Tax 165.20 114.70 138.36 110.82
Profit Before Tax Margin 4.0% 3.3% 4.1% 3.8%
Less: Tax Expense 51.76 33.52 48.15 32.27
Profit After Tax but before Minority Interest 113.44 81.18 90.21 78.55
Profit After Tax Margin 2.7% 2.4% 2.7% 2.7%
Add: Other Comprehensive Income/ (Losses) (5.131 3.81 (2.021 4.29
Less: Minority Interest (0.021 - - -
Profit for the Year 108.33 84.99 88.19 82.84
Profit Available for Appropriation 108.33 84.99 88.19 82.84
Balance Carried Forward to Balance Sheet 108.33 84.99 88.19 82.84

The Company its subsidiaries and associates have adopted "Ind AS" witheffect from April 01 2015 with the comparatives for the period ending March 31 2016.

Material Changes

No material changes or commitments have occurred between the end of the financial yearand the date of this Report which affect the financial statements of the Company inrespect of the reporting year.

2. FINANCIAL PERFORMANCE AT A GLANCE

The FY17 results were among the best in Quess' 10 year history with strong revenuegrowth and high earnings quality characterized by expanding profitability margins.Highlights of the year included -

• Consolidated Revenue grew by 21% from Rs.3435 crores in FY16 to Rs.4157 croresin FY17.

• Headcount grew by 54% from ~122500 in FY16 to ~189200 in FY17.

• Consolidated EBITDA grew by 47% from Rs.151 crores in FY16 to Rs.223 crores inFY17. EBITDA Margin expanded by 96 bps from 4.4% in FY16 to 5.4% in FY17.

• Consolidated PAT grew by 40% from Rs.81 crores in FY16 to Rs.113 crores in FY17.PAT Margin expanded by 36 bps from 2.4% in FY16 to 2.7% in FY17.

• Earnings per share (on a fully diluted basis) increased by 29% to Rs.9.10 inFY17 from Rs.7.03 in FY16.

• Cash flow from operations increased to Rs.74 crores in FY17 from negative Rs.50crores in FY16. The free cash flow (Cash flow from operations less capital expenditure)for FY17 stood at Rs.36 crores compared to negative Rs.72 crores in FY16.

• Quess announced 6 acquisitions and investments in FY17 with all the transactionsclosing happening in Q3 and Q4 of the year with the exception of Manipal IntegratedServices Pvt. Ltd. (MIS) which is expected to close in FY18. The financial results of FY17are not reflective of these acquisitions. It is expected that the financial consolidationof these acquisitions will commence in full form in FY18.

Balance Sheet Analysis:

FY17 FY16
Leverage Metrics
Debt: Equity 0.87x 1.05x
Working Capital Metrics
Receivables DSO 39 days 43 days
Return Metrics
RoCE (pre taxi 18.4% (post IPO) 23.8%
RoE (post tax) 18.2% (post IPO) 27.2%
Credit Rating
Long Term [ICRA]AA-

(Stable)

[ICRA]A+

(Positive)

Short Term [ICRA]A1+ [ICRA]A1+

During the year the Company maintained a close focus on keeping leverage levels undercontrol. Key leverage metrics continue to be in line with historic levels despiteacquisitions undertaken in the year concluded. The receivables position improved to a DSOof 39 days (compared to 43 days in FY16) despite the growth in Consolidated Revenue. Thisis indicative of the sustainable nature of revenue growth achieved across businesssegments.

Fund Raising During FY17:

a) Initial Public Offering (IPO)

• Quess' equity shares were listed on July 12 2016 completing one of India'smost successful IPO by oversubscription rate (147 times). The Company raised '400 croresthrough a fully primary equity issuance and was listed at a market capitalisation ofaround '6400 crores.

• During the year we utilised '252 crores towards repayment of debt capitalexpenditure Mergers & Acquisitions and Working Capital funding in line with theobjects of the issue.

b) Issuance of Non-convertible Debentures

• In January 2017 Quess raised '150 crores by issuing secured redeemable ratedlisted non-convertible debentures with a tenure of 5 years and an annual coupon of 8.25%on a private placement basis. This was the first issuance of non-convertible debentures byQuess and was rated [ICRA]AA-(Stable)

• The proceeds were utilized for meeting Quess' long term working capitalrequirements and other general corporate purposes.

Acquisitions during FY17:

Quess announced 6 acquisitions and investments in FY17 in keeping with its establishedtrack record of successful inorganic growth through strategic acquisitions to supplementbusiness verticals diversify revenue streams and integrate such acquired businesses tofurther strengthen the service portfolio.

a) Acquisitions

a.1) Manipal Integrated Services Private Limited ("MIS"):

• Quess agreed to acquire the facility management and catering ("FMBusiness") of MIS on November 28 2016. The acquisition was structured ascash-cum-stock deal with an initial investment of '220 crores by Quess to subscribe toCompulsorily Convertible Preference Shares of MIS for securing an interest in the FMBusiness. Subsequently the FM Business of MIS will be demerged into Quess pursuant to aScheme of Arrangement which will see Quess issue approximately 7.15 million equity sharesto equity shareholders of MIS.

• In addition to Manipal Group entities MIS serves more than 120 clients withpresence in Healthcare Education and BFSI sectors. As at March 31 2017 MIS hadheadcount in excess of 17000 associates. The FM Business of MIS closed FY17 with revenueof ~ '459 crores and EBITDA of ~ '51 crores.

• Quess and Manipal Education and Medical Group ("MEMG") have alsoentered into a long term partnership under which Quess will provide facility managementcatering and security services to all MEMG affiliated entities for a minimum period offive years.

• This acquisition gives Quess' Integrated Facility Management ("IFM")business a strong foothold in the rapidly growing healthcare and education FM space whilebuilding a strategic partnership with the Manipal Group

• Quess has received approval from Stock Exchanges and the scheme of arrangementis under consideration of the National Company Law Tribunal.

a.2) Comtel Solutions Pte Limited ("Comtel"):

• Quess acquired Comtel on February 14 2017 at an enterprise valuation of ~SGD41.95 million. Quess has acquired 64% in Comtel with the balance stake to be acquired in aphased manner by FY22.

• Comtel is one of Singapore's largest independent IT staffing companies withservices offered across staffing solutions managed services solutions and recruitmentand search services with operations across Singapore Malaysia and Indonesia. Comtelserves more than 60 clients including marquee names in BFSI Engineering and IT sectors.As on March 31 2017 Comtel had headcount in excess of 1200 associates.

• The Comtel acquisition provides Quess with market leadership in Singapore ITStaffing market while serving as a springboard for expansion of other Quess' servicessuch as general staffing managed services for technology training & skilldevelopment and facility management to Singapore.

• Comtel closed FY17 with revenue of SGD 96 million and EBITDA of SGD 8 million.

a.3) Terrier Security Services (India) Private Limited

("Terrier"):

• Quess entered into an agreement to acquire 74% stake in Terrier on October 192016 subject to the approval of Foreign Investment Promotion Board (FIPB). Quesscompleted the acquisition of 49% stake in Terrier for a consideration of '72 crores onDecember 9 2016.

• With a track record of over 28 years Terrier is among the leading providers ofmanned guarding services in India. Headquartered in Bengaluru Terrier has a pan Indiafootprint with presence across 14 states across 60 cities.

• The acquisition marks Quess' entry into the manned guarding space. It cementsQuess' market leading presence in facility management and presents significant crossselling opportunities.

• The Company filed the application with FIPB for approval of the acquisition ofthe additional 25% equity stake in Terrier in January 2017 and the same is underconsideration by the FIPB.

a. 4) I nticore VJP Advance Systems Private Limited

("Inticore"):

• Quess entered into an agreement to acquire 74% stake in Inticore on November 282016 adding capability to design advance engineering solutions to the Industrialsbusiness segment. Quess paid a sum of '3.50 crores as subscription to fresh equity sharesof Inticore. The transaction was closed on December 01 2016.

• Based out of Coimbatore Inticore is an engineering design and solution companyfocused on aerospace engineering defence and oil & gas sectors.

• The acquisition of Inticore is a strategic fit with Quess' Industrials business.The investment is envisaged to boost Inticore's capability in developing engineeringsolutions.

b) Investments

b. 1) Simpliance Technologies Private Limited

("Simpliance"):

• Quess entered into an agreement to acquire 45% stake in Simpliance on October19 2016 for a primary investment of '2.50 crores. As on March 31 2017 Quess holds 27%equity stake in Simpliance.

• Based out of Bengaluru the technology platform developed by Simpliance hasshown successful results for corporates and staffing companies.

• The investment in Simpliance is a play on digital India. The Simpliance platformenhances Quess' core offerings in labour law compliance adding a strong layer ofautomation to the compliance management function.

b.2) Heptagon Technologies Private Limited

("Heptagon"):

• Quess agreed to acquire 26% equity stake in Heptagon on January 23 2017 for asum of '5.50 crores as subscription to fresh equity shares of Heptagon. Quess furtheragreed on May 16 2017 to make a further primary equity investment of '4.27 cr in Heptagonto increase stake upto 46%.

• Heptagon is engaged in niche software development and working with machinelearning automation and mobile technologies. The investment in Heptagon is a part of thedigitization effort being implemented across Quess. The products being developed atHeptagon through the investments made by Quess are part of the digital roadmap laid outfor each of the businesses.

Details of Subsidiaries and Associates during FY17.

A statement containing salient features of financial statement of subsidiaries in formAOC-1 is attached to the financial statements in accordance with section 129 of CompaniesAct 2013 ("CA 2013").

Further pursuant to Section 136 of CA 2013 financial statements of the companyconsolidated along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the company.

3. DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial yearunder review. Going forward the dividend if any will be declared as per DividendDistribution policy and depend on a number of factors including but not limited to theCompany's profits capital requirements overall financial condition contractualrestrictions and other factors considered relevant by the Board.

The Board of Directors of the Company had approved the Dividend Distribution Policy onMay 16 2017 in line with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (SEBI LODR Regulations). The Policy is uploaded on the Company's websiteat http://quesscorp. com/investor/dist/images/pdf/Policies/Dividend_ Distribution_Policy.pdf.

4. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs.Nil crore to the General Reserves. Anamount of '121 crore is proposed to be retained in the Consolidated Statement of Profitand Loss.

5. SHARE CAPITAL

The Company's paid-up Equity Share Capital as on March 31 2017 was '127 crore ascompared to Rs.113 crore in the previous year. The increase in share capital is due to theissue of 12618297 Equity Shares as part of the Company's IPO and the allotment of837608 Equity Shares to employees pursuant to Quess Corp Employees' Stock Option Scheme2009 (Amended).

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees orDirectors of the Company under any Scheme. As on March 31 2017 none of the Directors ofthe Company hold shares in the Company except Mr. Ajit Isaac Mr. Subrata Kumar Nag andMr. Pravir Kumar Vohra who hold 18585960 Equity Shares 12102 Equity Shares and 192Equity Shares of the Company respectively.

No disclosure is required under Section 67(3)(c) of the Act in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable.

The Company has not issued any convertible instrument during the year.

6. FINANCIAL LIQUIDITY

Cash and cash equivalent as at March 31 2017 was '460 crore (Previous year Rs.109crore).

The Company's working capital management is based on a well-organized process ofcontinuous monitoring and controls on receivables inventories and other parameters.

7. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the abilityto meet its financial obligations. ICRA a reputed Rating Agency has upgraded the creditrating of the Company from [ICRA]A+ (Positive) to [ICRA]AA- (Stable) for the long termfund based limits in July 2016. The credit rating was reaffirmed in January 2017 alongwith the same rating for the Company's nonconvertible debentures. ICRA reaffirmed thecredit rating of [ICRA]A1+ for the short term financial instruments of the Company in July2016 and January 2017.

8. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Rules framed thereunder.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retiring by Rotation

In terms of Section 152 of the CA 2013 Mr. Chandran Ratnaswami is due to retire byrotation at the ensuing Annual General Meeting ("AGM") and being eligibleoffered himself for re-appointment.

Declaration of Independence

The Company has received declarations from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the CA 2013 and SEBI LODR Regulations.

Key Managerial Personnel

During the year under review

• Mr. Sudershan Pallap was appointed as the Compliance Officer and CompanySecretary of the Company in place of Mr. N.V.S. Pavan Kumar who had resigned from thesaid post w.e.f. November 28 2016.

• Mr. Subrata Kumar Nag who is currently the Executive & Whole-time Directorwas reappointed as the Group CFO of the Company w.e.f. April 5 2017 in place of Mr.Balasubramanian S who held the office of Group CFO from January 23 2017 till April 42017 before resigning.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the CA 2013 with respect toDirectors' Responsibility Statement it is hereby confirmed that:

1. in the preparation of the accounts for the year ended March 31 2017 the applicableaccounting standards have been followed and there are no material departures from thesame;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year under review;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the CA 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared annual accounts of the Company on a going concern'basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6. the Directors have devised proper systems to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.

11. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the CA 2013 andSEBI LODR Regulations during the year under review were in the ordinary course of businessand at an arm's length pricing basis and do not attract the provisions of Section 188 ofthe CA 2013. The details of the transactions with related parties if any are placedbefore the Audit Committee from time to time.

Details of the related party transactions which are exempted according to a proviso toSection 188 of the CA 2013 during FY17 are disclosed in Note 43 of the financialstatements.

The policy on Related Party Transactions as approved by the Board is displayed on thewebsite of the Company at http://quesscorp.com/investor/corporate_governance. php.

12. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

In compliance with the provisions of the CA 2013 and SEBI LODR Regulations the Boardon the recommendation of the Nomination and Remuneration Committee ("NRC")approved the Policy for Selection and Appointment of Directors.

The aforesaid Policy provides a framework to ensure that suitable and efficientsuccession plans are in place for appointment of Directors on the Board so as to maintainan appropriate balance of skills and experience within the Board. The Policy also providesfor selection criteria for appointment of directors viz. educational and professionalbackground general understanding of the Company's business dynamics global business andsocial perspective personal achievements and Board diversity.

13. AUDITORS

(a) Statutory Auditors

At the 9th AGM held on May 23 2016 the Members approved the appointment of M/s. B S R& Associates LLP Chartered Accountants (Registration No.116231W/W-100024) as theStatutory Auditors from conclusion of the 9th AGM until the conclusion of the 10th AGM. Asrecommended by the Audit Committee the appointment of M/s. B S R & Associates LLPChartered Accountants as the Statutory Auditors of the Company until the conclusion of the11th AGM is being included in the Notice of the ensuing AGM for your approval. There areno qualifications reservation or adverse remark made by the Auditor's Report save andexcept disclaimer made by them in discharge of their professional obligation.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the CA 2013 the Company had appointed Mr. S. N. MishraPractising Company Secretary as the secretarial auditors to conduct the secretarial auditof the Company for FY17. The report of secretarial auditor for FY17 is annexed herewith asAnnexure - I to Directors' Report. There are no qualifications reservation or adverseremark made by the Secretarial Auditor in their report save and except disclaimer made bythem in discharge of their professional obligation.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOUNDER SECTION 134(3)(M) OF THE CA 2013

The provisions of Section 134(3) (m) of the CA 2013 relating to conservation of energyand technology absorption do not apply to the Company. The Company however usesinformation technology extensively in its operations.

During the year under review the Company's earning and outgo in foreign exchangeearning was Rs.17 crores and Rs.1 crores respectively. In connection with the foreignexchange outgo you are also advised to refer note 41 to Accounts.

15. RISK MANAGEMENT POLICY

The Board of the Company has adopted the Risk Management Policy in order to assessmonitor and manage risk throughout the Company.

Risk is an integral part of the Company's business and sound risk management iscritical to the success of the organization. The Risk Management policy as approved bythe Board is displayed on the website of the Company athttp://quesscorp.com/investor/corporate_governance. php.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Quess believes in creating significant and sustainable societal value inspired by avision to actively contribute to the community by creating a positive impact on the livesof people. The CSR initiatives are primarily carried out through the CareWorks Foundation(CWF) a non-profit initiative established in January 2014.

Your Company continued the social development schemes initiated in previous years alongwith some new initiatives. These projects covered the broad thematic areas of EducationHealth and Sanitation that are compliant with CA 2013.

In compliance with Section 135 of the CA 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has established the Corporate SocialResponsibility Committee (CSR Committee).

The Board has adopted the CSR Policy as formulated and recommended by the CSRCommittee and is available on Company's website at http://quesscorp.com/investor/corporate_governance.php

The disclosure of contents of CSR policy pursuant to clause (o) of sub-section (3) ofsection 134 of CA 2013 and Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 is annexed herewith as Annexure - II to the Directors' Report.

The CSR activities carried out by the Company during FY17 are detailed below:

1. CSR Programs undertaken by CWF were a. School Enhancement Programme

CWF School Enhancement Programme is the flagship education initiative of Care worksFoundation aimed at holistic development of government schools. Its objective is tosupport quality education for underprivileged children laying special emphasis oneducation for girls and children from marginalized communities.

Objectives

• To improve the standard of education by strengthening the existinginfrastructure and providing basic facilities

• To achieve universal education in line with the United Nations MillenniumDevelopment Goals.

Reach

• Working with 30 schools 6000 children and 200 teachers

• In FY17 we adopted 14 schools

b. School Environment Programme

The key objective is to create physical school infrastructure in a manner that enhancesthe attractiveness of schools among children encourage them to attend classes regularlyand also strengthen their learning outcomes. Hence it strives to build schools that aresafe comfortable attractive child- friendly and accessible to all children.

Objectives

• Renovating and upgrading the existing school infrastructure

• Ensuring barrier-free access

• Incorporating appropriate safety measures

• Setting up child-friendly school

infrastructure

• Building school spaces as pedagogic resources

• Providing essential amenities (drinking water hand wash areas rest rooms) inschools

• Facilitating the maintenance of school infrastructure

c. Health Programmes

CWF organises general dental and eye camps to ensure the general well being ofstudents. In FY17 CWF health programmes covered 2000 children and treated major dentalissues.

Objectives

• Improving sanitation facilities

• Maintaining clean and sanitized wash rooms for young boys and girls

• Improving awareness of cleanliness and sanitation via training programs toschool teachers and children

• Ensuring accessibility to pure drinking water with installation of purifiers atschool campuses

Additionally CWF distributed education kits to over 5000 school children and alsoawarded 240 scholarships for meritorious students from economically deprived background.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.

18. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has a policy against sexual harassment and a formal process for dealingwith complaints of harassment or discrimination. The Company seeks to ensure that all suchcomplaints are resolved within defined timelines. During FY17 the Company has received 7complaints of these 7 complaints have been resolved and there were no pending Complaintsas on March 31 2017. The Company has conducted 22 workshops/ awareness programs onprevention of sexual harassment.

19. VIGIL MECHANISM

The Company has adopted the Whistle-blower Policy and details of the same areexplained in the Corporate Governance Report. The Policy is also available on theCompany's website at http://quesscorp.com/investor/dist/images/pdf/Policies/Quess_%20Whistleblowers_ Policy.pdf

20. MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis is provided separately in this AnnualReport.

21. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting itsbusiness in accordance with the applicable laws rules and regulations. The Companyfollows the highest standards of business ethics. A report on Corporate Governance isprovided separately in this Annual Report.

The details of the meetings of the Board of Directors held during FY17 are mentioned inthe aforesaid Corporate Governance Report.

22. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year under review is annexed as Annexure -III to the Directors' Report.

23. EMPLOYEE STOCK OPTION PLAN (ESOP)

Presently the Company has two schemes viz Quess Corp Employees' Stock Option Scheme2009 (Amended) ("ESOP 2009") and Quess Corp Limited Employees' Stock OptionScheme 2015 ("ESOP 2015")

The disclosures with respect to ESOP 2009 and ESOP 2015 as required by the Securitiesand Exchange Board of India (SEBI) (Share Based Employee Benefits) Regulations 2014 havebeen annexed as Annexure - IV the Directors' Report.

24. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134 (3a) and Section 92 (3) of the CA 2013 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnas at March 31 2017 in form MGT 9 has been annexed as Annexure - V the Directors' Report.

25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the CA 2013 are given in the notes to the Financial Statements.

26. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section197(12) of CA 2013 and the Rules framed thereunder is provided in a separate annexureforming part of the Directors' Report.

The information in respect of employees of the Company required pursuant to Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request. In terms of Section 136 of the CA 2013 the Report and Accounts arebeing sent to the Members and others entitled thereto excluding the aforesaid Annexurewhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.

27. ACKNOWLEDGEMENTS

The Board places on record its deep sense of appreciation to all of Quess' employeesand the Company's customers. The Board also thank all the shareholders investorsvendors service providers bankers and all other stakeholders for their continued andconsistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by thevarious Departments of Government of India the State Governments the Tax Authoritiesthe Ministry of Commerce Reserve Bank of India Ministry of Corporate Affairs Ministryof Finance the Customs and Excise Departments Securities and Exchange Board of IndiaStock Exchanges and other governmental/ semi-governmental bodies and look forward to theircontinued support in all future endeavours.

28. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward-looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forwardlooking statements. Some importantfactors that could influence the Company's operations include global and domestic economicdevelopments competitor behaviour changes in government regulations tax laws andlitigation.

For Quess Corp Limited
Sd/-
Bengaluru Ajit Isaac
May 16 2017 Chairman Managing Director & CEO