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Quest Financial Services Ltd.

BSE: 539962 Sector: Financials
NSE: N.A. ISIN Code: INE064D01012
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VOLUME 164
52-Week high 16.41
52-Week low 1.05
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.05
Sell Qty 346415.00

Quest Financial Services Ltd. (QUESTFINANCIAL) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members

The Directors of the Company have pleasure in presenting the 36th Annual Report of theCompany together with Audited Accounts for the year ended March 312016.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year endedMarch 31 2016 as compared to the previous financial year are as under:-

(Rs. in Lacs)

Particulars

Standalone

Consolidated

2015-16 2014-15 2015-16 2014-15
Total Revenue 332.59 1606.18 332.59 1606.18
(Less):Total Expenditure (360.12) (1976.20) (364.27) (1976.46)
Profit before Exceptional & Extraordinary Items (27.53) (370.02) (31.69) (370.29)
Add/(Less): Exceptional Items - - - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - - - -
Profit Before Tax (27.53) (370.02) (31.69) (370.28)
(Less): Provision for Current Tax - - - -
(Less):Contingent provision for Standard Assets - - - -
Net Profit after Tax (27.53) (370.02) (31.69) (370.28)
(Less): Transfer to Statutory Reserve - - - -
Add/(Less): Brought forward from previous year (343.91) 26.11 (345.06) 25.22
Balance carried to Balance Sheet (371.44) (343.91) (376.75) (345.06)

2. Performance

(a) Annual Consolidated Results

Section 129(3) of the Companies Act 2013 (hereinafter referred to as "theAct") read with the Rule 6 of the Companies (Accounts) Rules 2014 mandates everyCompany having subsidiary (including associate Company and joint venture) to prepareConsolidated Financial Statements. Accordingly the audited consolidated financialstatement is provided in the Annual Report and is also displayed on the Company's Website www.questfinancial.in.

The total income of the Company during the Financial Year 2015-16 on a consolidatedbasis was Rs. 332.59 lacs as compared to Rs. 1606.18 lacs for the previous financial year.The total expenses for the year reduced to Rs. 364.27 lacs as compared to Rs. 1976.46 lacsin previous year. In view of the same Rs. 31.69 lacs loss before tax was recorded by theCompany in the reporting year.

(b) Performance and financial position of the subsidiaries and associates Companies.

Pursuant to Rule 5 (1) of the Companies (Accounts) Rules 2014 the performance andfinancial position of

the subsidiaries companies for the financial year ended March 312016 has beendescribed by portraying the salient features of the financial statements of thesubsidiaries in Form AOC-1 which is appended to the Directors' Report in Annexure-I.

Further in terms of Section 136 of the Act read with the Rules framed thereunder theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are displayedon the website of the Company www.questfinancial.inand shall be available for inspection during business hours on working days at theCompany's Registered Office at Kolkata. Any Member interested in obtaining suchinformation may write to the Mr. Anand Chandak Company Secretary of the Company at theRegistered Office and the same will be furnished on request. Alternatively the requestmay also be e-mailed at the Id: investorsquestfinancial@yahoo.co.in.

The Company had 14 subsidiaries and no associate Companies at the beginning of theFinancial Year under review and there was no change in the same during the year.

(i) The names of subsidiaries as on March 312016 is as follows:

a) QFS Gem & Jewelleries Limited

b) QFS Papers Limited

c) QFS Properties Limited

d) QFS Textiles Limited

e) Campbell Builders Limited

f) Campbell Constructions Limited

g) Campbell Consultants Limited

h) Campbell Developers Limited

i) Campbell Homes Limited

j) Campbell Housing Limited

k) Campbell Marketing Limited

l) Campbell Projects Limited

m) Campbell Real Estates Limited

n) Campbell Residency Limited

(ii) In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 the disclosureon subsidiaries companies is made hereunder :

> The names of companies which have become its subsidiaries.

There was no such instance during the Financial Year under review.

T The names of companies which have ceased to be its subsidiaries. There was no suchinstance during the Financial Year under review.

(c) Standalone Results

The total income of the Company during the Financial Year 2015-16 on a standalone basiswas Rs. 332.59 lacs as compared to Rs. 1606.18 lacs for the previous financial year. Thetotal expenses for the year reduced to Rs. 360.12 lacs as compared to Rs. 1976.20 lacs inprevious year. In view of the same Rs. 27.53 lacs loss before tax was recorded by theCompany in the reporting year.

3. Dividend

Your Directors have after detailed deliberations on the performance of the Companyconcluded that considering the future prospects and for strengthening the financialposition of the Company it is prudent not to recommend any Dividend in respect of theFinancial Year 2015-16.

4. The amount proposed to be carried to reserves

During the year considering the operating performance of the Company it has nottransferred any amount in any reserves.

5. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital.

The Authorised Share Capital of the Company stands at Rs. 1233400000/- divided into123340000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs.1233165000/- divided into 123316500 Equity Shares of Rs. 10/- each.

6. Listing

The equity shares continue to be listed on the Calcutta Stock Exchange Limited.

7. Corporate Governance Report

Your Company has been complying with all the requirements of the code of CorporateGovernance as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors'Report and the certificate from a Practicing Chartered Accountant regarding compliance ofcondition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 312016 inForm MGT-9 pursuant to section 92(3) of the Companies Act 2013 (hereinafter referred toas the "Act") and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is appended to the Directors' Report in Annexure-II.

9. Number of Meetings of the Board

The Board of Directors of the Company met eight (8) times during the Financial Yearunder review i.e. on: 30/04/2015 13/05/2015 29/05/2015 13/08/2015 26/10/201513/11/2015 08/02/2016 and 29/03/2016.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the Listing Regulations") was held on29/03/2016.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations 2015.

The details of the Meetings of the Board of Directors during the Financial Year 2015-16is encompassed in the Corporate Governance Report which is annexed to the said Report.

10. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee.

The Audit Committee of the Company comprises of two non-executive independent directorsand one nonexecutive non independent director as on March 31 2016.The Committee ischaired by a non-executive Independent Director Mr. Bijay Kumar Agarwal (DIN- 00634259).

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met five (5) times and all suchmeetings were held in accordance with the provisions of the Act Clause 49 of theerstwhile Listing Agreement and the Listing Regulations.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2015-16.

11. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two non-executiveindependent directors and one non-executive non independent director as on March 312016.

The details of the Committee are provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of two non-executive independentdirectors one executive non independent Managing Director and one non-executive nonindependent Director.

The details of the Committee is provided in the Corporate Governance Report.

13. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with the proper explanation relating to material departures if any.

b. The Directors have selected such accounting policies and have 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 as on the Financial Yearended on March 31 2016 and of the loss of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by the Independent Directors

Section 149(7) of the Act requires every independent director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

15. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Clause 49 of the erstwhile Listing Agreement the Nomination andRemuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and has further formulated

a policy relating to the remuneration for directors key managerial personnel and otheremployees which has been duly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for theFinancial Year 2015-16.

The Nomination and Remuneration Policy is reproduced in Annexure-III.

16. Auditors & Auditors' report

A. Statutory Auditors

The appointment of M/s Arun Jain & Associates (Firm Registration No. 325867E)Chartered Accountants of Chartered Accountants of 2B Grant Lane 2nd Floor Room No-74Kolkata - 700012 is subject to ratification by the members at the ensuing Annual GeneralMeeting.

In this connection M/s Arun Jain & Associates have furnished a Certificate ofEligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.

Based on the recommendation of the Audit Committee the Board of Directors recommendstheir ratification to the shareholders.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) Company Secretaryin whole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended March 312016.

D. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure-IV. TheReport of the Secretarial Audit Report does not contain any adverse remark except thefollowing:-

1. There was a delay in filing of DIR-12 regarding appointment of Chief Financialofficer and MR-1 regarding appointment of Company Secretary.

17. Particulars of Loans guarantees or investments under section 186.

The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.

18. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form.

All related party transactions contracts or arrangements that were entered intoduring the financial year

under review were on an arms-length basis and in the ordinary course of business. TheCompany has adhered to its "Policy on Related Party Transactions and Materiality ofRelated Party Transactions" while persuing all Related Party transactions.

During the year under review the Company has not entered into material related partytransaction as defined in Clause 49 of the erstwhile Listing Agreement and/or section 188of the Companies Act 2013 and/or Regulation 23 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

A Statement containing the details of material contracts or arrangements ortransactions with Related Parties on an arm's length basis with respect to transactions asrequired under Section 188(1) of the Act in the prescribed Form No. AOC-2 is attachedwith Director's Report as Annexure-V.

Further details of Related Party Transactions as required to be disclosed byAccounting Standard - 18 on "Related Party Disclosures" specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 are given in theNotes to the Financial Statements.

19. State of Company Affairs & Future Outlook

The Company a Non-Banking Financial (Non-Deposit Accepting or Holding) Company doesnot have any public deposits as on March 312016.

The total income of the Company during the Financial Year 2015-16 on a standalone basiswas Rs. 332.59 lacs as compared to Rs. 1606.18 lacs for the previous financial year. Thetotal expenses for the year reduced to Rs. 360.12 lacs as compared to Rs. 1976.20 lacs inprevious year. In view of the same Rs. 27.53 lacs loss before tax was recorded by theCompany in the reporting year.

The total income of the Company during the Financial Year 2015-16 on a consolidatedbasis was Rs. 332.59 lacs as compared to Rs. 1606.18 lacs for the previous financial year.The total expenses for the year reduced to Rs. 364.27 lacs as compared to Rs. 1976.46 lacsin previous year. In view of the same Rs. 31.69 lacs loss before tax was recorded by theCompany in the reporting year.

The core financial activities of the Company comprises of providing of business loan tocorporate and individuals and investment in other bodies corporate. However the Companyis also into the business of automatic computerized embroidery on various apparelsclothing caps leather garments and other leather items. Further the Company haswitnessed a tough time in its embroidery business but is trying to get a stable positionin the same.

Further the Company is trying to recover from the losses of the Company by stabilizingits position as an NBFC and also in its Embroidery business. The Company is focused onfinancing conservatively to the customers after closely assessing their profile during theyear under review. Further the Company incurred comparatively less loss during the yearas compared to the previous corresponding year. Company is now focusing on financingconservatively to the customers after closely assessing their profile.

20. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

21. Disclosure in terms of Rule 8(3) of the Companies(Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo.

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany has no activity

relating to Conservation of Energy Technology Absorption.

Further during the year there was no Foreign Exchange Earnings And Outgo.

Therefore the Company is not required to make any disclosure as specified in Section134 (3) (m) of the Act read with Rule 8(3) of the Companies(Accounts) Rules 2014.

22. Risk Management Policy

In terms of Clause 49 of the erstwhile Listing Agreement and in compliance withSection 134(3)(n) of the Act the Company has a Risk Management Policy which provides forthe identification therein of elements of risk which in the opinion of the Board maythreaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of Listing Regulations and Clause49)I)(D)(2)(a) of the erstwhile Listing Agreement the Board of Directors is responsiblefor framing implementing and monitoring the Risk Management Plan of the Company and hashave delegated the power of monitoring and reviewing of the risk management plan to theRisk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is described morefullyin the Corporate Governance Report.

23. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act.

24. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations and the erstwhile Listing Agreement the disclosureregarding the manner of formal annual evaluation by the Board of its own performance andthat of its various committees and individual directors is provided hereto:

a. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further pursuant to Clause 49(IV)(B)(1) of the erstwhile Listing Agreement theNomination and Remuneration Committee has formulated criteria for determiningqualifications positive attributes and independence of a director and recommended to theBoard a policy relating to the remuneration of the directors key managerial personneland other employees. The details of the same are morefully described

in the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity as provided in Clause 49(IV)(B)(3) of the erstwhile Listing Agreement.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 29/03/2016pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as setforth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

25. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and Clause 49(IV)(B) of the erstwhile ListingAgreement.

The Nomination and Remuneration Policy is reproduced in Annexure-III.

26. Change in the nature of business:

There has been no change in the nature of business of the Company in the Financial Yearunder review.

27. Directors & Key Managerial Personnel

a. Non-Executive & Executive Directors - Non-independent.

Mr. Rabindra Kumar Hisaria (DIN - 05170751) was appointed as a non-retiring IndependentDirector of the Company for a term of five consecutive years commencing from theconclusion of 34th Annual General Meeting of the Company. However upon being appointed asthe Chief Financial Officer of the Company with effect from May 29 2015 he is nowcategorized as a Key Managerial Person and is therefore no longer an independentDirector. He retires at the ensuing Annual General Meeting and being eligible offershimself for re-appointment as the Director of the Company.

Further the Board of Directors in their meeting held on February 8 2016 subject toapproval from the members of the Company at its ensuing Annual General meetingre-designated Mr. Prakash Kumar Jajodia (DIN-00633920) from Whole-Time Director toManaging Director of the Company without altering all other terms and conditions asapproved by the shareholders vide their resolution dated September 29 2014.

Mr. Prakash Kumar Jajodia (DIN-00633920) Mr. Amit Jajodia (DIN-02291113) and Mr.Kishan Kumar Jajodia (DIN- 00674858) are related to each other.

b. Independent Directors.

Mr. Bijay Kumar Agarwal (DIN - 00634259) was appointed as a non-retiring IndependentDirector of the Company for a term of five consecutive years commencing from theconclusion of 34th Annual General Meeting of the Company. Further Mrs. Jyoti Lohia(DIN-07113757) was appointed as a non-retiring Independent Director of the Company to holdoffice for a period of five consecutive years from the conclusion of the 35th AGM till theconclusion of 40th Annual General Meeting or till such earlier date to conform with thepolicy on retirement and as may be determined by any applicable statutes rulesregulations or guidelines.

c. Chief Financial Officer.

Mr. Rabindra Kumar Hisaria was appointed as the Chief Financial Officer of the Companywith effect from May 29 2015.

d. Company Secretary.

Mr. Anand Chandak was appointed as the Company Secretary of the Company with effectfrom November 1 2015.

28. Details relating to deposits covered under Chapter V of the Act:

As on March 312016 Company has no outstanding public deposits.

29. Details of deposits which are not in compliance with the requirements of Chapter Vof the Act.

Since the Company has neither accepted any deposits during the financial year underreview nor has any outstanding deposits as on March 312016 therefore there are nodisclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules 2014 fornon-compliance with the requirements of Chapter V of the Act.

30. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations:

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations.

31. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company's objectives and the internal financial controls it implements to providereasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. T ransactions are executed in accordance with the management's general or specificauthorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition

There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites. As per the rulesthe Company is required to arrive at the median remuneration of the employees of theCompany on financial basis therefore only those remunerations were included which weregiven throughout the year and the remuneration which were only for part of the year wereexcluded while comparing.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Prakash Kumar Jajodia - Managing Director 2.10
Mr. Bijay Kumar Agarwal -Non-Executive Independent Director - No remuneration or sitting fees was paid
Mr. Rabindra Kumar Hisaria -Non Executive Non-Independent Director Since this information is for part of the year the same is not comparable.
Mr. Kishan Kumar Jajodia - Non Executive Non-Independent Promoter Director - No remuneration or sitting fees was paid
Mr. Amit Jajodia -Non-Executive Non-Independent Director - No remuneration or sitting fees was paid
Mrs. Jyoti Lohia - Non-Executive Independent Director - No remuneration or sitting fees was paid

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Prakash Kumar Jajodia - Managing Director - No increase in remuneration
Mr. Bijay Kumar Agarwa l-Non-Executive Independent Director - No remuneration or sitting fees was paid
Mr. Rabindra Kumar Hisaria -Non Executive Non-Independent Director & CFO (CFO w.e.f. 29/05/2015) Since this information is for part of the year the same is not comparable.
Mr. Kishan Kumar Jajodia -Non Executive Non-Independent Promoter Director - No remuneration or sitting fees was paid
Mr. Amit Jajodia -Non-Executive Non-Independent Director - No remuneration or sitting fees was paid
Mrs. Jyoti Lohia -Non-Executive Independent Director - No remuneration or sitting fees was paid
Anand Chandak -Company Secretary w.e.f. 01/11/2015 Since this information is for part of the year the same is not comparable.

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There has been an increase of 0.22% in the median remuneration of the employees in theFinancial Year.

IV. The number of permanent employees on the rolls of the company.

As on March 312016 there are 17 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Amount (in Rs. )
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2015-16. 317500
Total Revenue 33258708
Remuneration of KMP's as a percentage of Total Revenue 0.95%
Loss before tax (2753241)
Remuneration of KMP's as a percentage of Profit before Tax (11.53)%
Loss after tax (2753241)
Remuneration of KMP's as a percentage of Profit after Tax (11.53)%

VII.Variations in :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars March 31 2016 March 31 2015 % Change
Market Capitalisation Rs. 10629882300 (Equity Shares has not been traded in CSE Platform in the F.Y. 2015-16) Rs. 10629882300 (Equity Shares has not been traded in CSE Platform in the F.Y 2014-15)
Price Earnings Ratio 4310 287.33 1400

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.

Particulars March 31 2016 (IPO) % Change
Market Price 86.02 The Company has not made any Public Issue or Rights issue of securities in the last 15 years so comparison have not been made of current share price with public offer price. N.A.

VIII. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year.

There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.

IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Prakash Kr. Jajodia Managing Director Anand Chandak Company Secretary Rabindra Kr. Hisaria Chief Financial Officer
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2015-16. 180000 62500 75000
Total Revenue 33258708
Remuneration of KMP's as a percentage of Total Revenue 0.54% 0.19% 0.23%
Profit before tax (2753241)
Remuneration of KMP's as a percentage of Profit before Tax (6.54%) (2.27%) (2.72%)
Profit after tax (2753241)
Remuneration of KMP's as a percentage of Profit after Tax (6.54%) (2.27%) (2.72%)

X. The key parameters for any variable component of remuneration availed by thedirectors.

Any variable component of remuneration payable to the Directors is based on theparameters as approved by the Board of Directors on the basis of the recommendation ofthe Nomination and Remuneration Committee. The said parameters are set considering theprovisions of applicable regulations and Nomination & Remuneration Policy of theCompany.

XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

33. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany's directors and employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.

34. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading basedon SEBI (Prohibition of Insider Trading) Regulations 1992. This code was applicable uponall Directors and select employees. The code ensured prevention of dealing in shares bypersons having access to unpublished price sensitive information.

The aforesaid Code was effective till May 14 2015 & thereafter repealed with thefollowing Codes pursuant to the SEBI (Prohibition of Insider Trading Regulations 2015 andeffective from 15th May 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

36. Prudential Norms for NBFC'S

The Company has been complying with all the requisite norms prescribed by the ReserveBank of India for income recognition accounting standards capital adequacy provisioningand all other requirements applicable for Non-Deposit Taking Non-Systematically ImportantNBFCs.

37. Green Initiative

To support the 'Green Initiative' in the Corporate Governance taken by the Ministry ofCorporate Affairs to contribute towards greener environment and to receive all documentsnotices including Annual Reports and other communications of the Company investorsshould register their e-mail addresses with M/s. Niche Technologies Private Ltd. ifshares are held in physical mode or with their DP if the holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Anand Chandak CompanySecretary of the Company.

The Company is providing remote e-voting facility to all the members to enable them tocast their votes electronically on all the resolutions set forth in the Notice pursuant toSection 108 of the Act read with Rule 20 of the Company's (Management and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.

38. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013.

The Company is committed to the protection of women against sexual harassment. Theright to work with dignity are universally recognised human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women.

In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee

to look into the matters relating to sexual harassment at workplace.

Mrs. Jyoti Lohia (DIN- 07113757) non-executive independent Director is the PresidingOfficer of the Committee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Jyoti Lohia (DIN- 07113757) in writing or electronicallythrough e-mail at : investorsquestfinancial@yahoo.co.in

During the period under review no complaints were received by the Company in terms ofthe aforesaid act.

39. Management's Discussion and Analysis

In accordance with the listing requirement the Management's Discussion and Analysisforms part of this Report.

40. Acknowledgement

The Directors of the Company wish to place on record their gratitude for the valuableguidance and support rendered by the Government of India various State Governmentdepartments Financial Institutions Banks and stakeholders including but not limitedto shareholders customers and suppliers among others. We place on record ourappreciation of the contribution made by our employees at all levels.

The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated : 30.05.2016
Bijay Kumar Agarwal
Chairman
DIN - 00634259