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Quest Softech India Ltd.

BSE: 535719 Sector: IT
NSE: N.A. ISIN Code: INE989J01017
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P/E 5.66
Mkt Cap.(Rs cr) 4
Buy Price 0.00
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OPEN 3.62
CLOSE 3.45
VOLUME 1
52-Week high 3.62
52-Week low 1.38
P/E 5.66
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.62
Sell Qty 699.00

Quest Softech India Ltd. (QUESTSOFTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Eighteenth (18th) Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Particulars For the year ended March 31 2017 For the year ended March 31 2016
Total income 95.06 9.51
Expenditure 49.09 46.00
Profit before interest finance charges and depreciation 76.84 (5.61)
Interest and finance charges - -
Depreciation 30.88 30.88
Profit before tax 45.96 (36.49)
Profit after taxation 54.90 (28.73)
Balance brought forward from previous year (543.10) (514.37)
Loss after taxation carried forward to Balance Sheet (488.20) (543.10)

2. BRIEF DESCRIPTION OF THE COMPANY'S AFFAIR ‘SDURING THE YEAR

Quest Softech (India) Limited ("Quest") is a Public Limited Company listedon Bombay Stock Exchange (BSE) Limited on July 05 2013. The main business" of theCompany is providing software and hardware consulting services related to the preparationand maintenance of accounting information and reports. The registered and corporate officeof Quest is in Mumbai.

3. DIVIDEND

In view of unavailability of sufficient profits the Board of Director of the Companyregrets their inability to recommend any dividend for the Financial Year ended March 312017.

4. RESERVES

Due to profit the company has not transferred any amount to reserves during the year.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company and the date ofthe Report.

CHANGES IN NATURE OF BUSINESS

There has been no change in the business of the Company during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review no significant and material orders have been passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in the future.

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate systems of Internal Control to ensure compliance withpolicies and procedures which is commensurate with size scale and complexity of itsoperations. The Company has appointed an external professional firm as an InternalAuditor. The Internal Audit of the Company is regularly carried out to review the internalcontrol systems and processes. The internal Audit Reports along with implementation andrecommendations contained therein are periodically reviewed by Audit Committee of theBoard.

9. AUDITORS

a. Statutory Auditor

The Board of Directors of the Company appointed M/s Chokshi &Co LLP (FirmRegistration No. 131228W / W100044) to hold the office from the conclusion of this AGMtill the conclusion of the Company's Annual General Meeting to be held in the year 2021subject to the of shareholder at each AGM.

b. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Dharmendra Sharma & Associates Company Secretaries as the SecretarialAuditors of the Company to undertake Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as Annexure II.

c. Internal Auditor

M/s Bajrang Paras & Co Chartered Accountants performs the duties of internalauditor of the Company and their report is reviewed by the audit committee periodically.

10. AUDITORS' REPORT

There was no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in their report and the said

Auditor's Report & notes to accounts are self-explanatory.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 7 (seven) times during the year under review.In addition to this one meeting of Independent Director's was also held. The details ofthe meetings of the Board including of its Committees meeting are given in the Report onCorporate Governance section forming part of this Annual Report.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Companies Act 2013a meeting of Independent Directorswas held without the attendance of non- independent directors and members of Management.In addition the Company encourages regular separate meetings of its independent directorsto update them on all business-related issues and new initiatives.

13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company (ies).

14. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company on March 31 2017 was Rs. 10 crores.There was no change in the Authorised or Paid-up Capital/Subscribed Capital during FY2016-17.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act.

16. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.

17. EXTRACT OF ANNUAL RETURN

Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 is furnished in Annexure I andis attached to this Report.

18. DEPOSITS

Your Company has not accepted any fixed deposits as defined in Section 73 and 74 ofthe Companies Act 2013 read with the relevant rules during the year under review.

19. MANAGERIAL REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection and appointmentofDirectorsSeniorManagement and fordetermining their remuneration.

20. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Dharmendra Sharma & Associates practicing Company Secretary for conductingsecretarial audit of the Company for the financial year 2016-2017.

The Secretarial Audit Report is annexed herewith as Annexure II. The Secretarial Auditreport does not contain any qualification reservation or adverse remark.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act Ms. Aditi Nangalia was appointedas an Additional Director of the Company on Board on May 30 2016 as Women IndependentDirector of the Company. She has also submitted a declaration that she meets the criteriaof independence as provided in section 149(6) of the Act and there has been no change inthe circumstances which may affect her status as independent director during the year.

Mr. Suresh Vishwasrao Director retires at the AGM and has offered himself forre-appointment.

Necessary resolutions for re-appointment of the aforesaid Directors have been includedin the Notice convening the ensuing AGM and detail of the Director for re-appointmentismentioned in the Explanatory Statement to the Notice.

22. COMMITTEES OF THE BOARD

The committee of the Board duly constituted as per regulation 17 SEBI ListingObligation and Disclosure Requirement (LODR) 2015. It is disclosed separately in thecorporate governance report which forms part of the directors' report.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has certain loans and unquoted investments. The details of changes in theLoans Guarantees and Investments covered under the provisions of Section 186 of the Actare given in the notes to the Financial Statements. The Company has not exceeded limit asapproved by the shareholder in their Sixteenth AGM held on September 30 2015.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has neither made any transaction with any related party and nor enteredinto any contract with any related party which is detrimental to the operation of theCompany. Therefore no such disclosure been annexed to this Report.

25. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to good corporate governance in line with Securities andExchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations2015 SEBI ("LODR ") and Quest Softech corporate governance norms. The Company isfollowing the provision on corporate governance specified in the SEBI ("LODR ").

A certificate of compliance from Mr. Deepak Prakash Rane Practicing Company Secretaryand hisreport on Corporate Governance form part of this Annual Report. Management'sDiscussion and Analysis Report for the year under review as stipulated under Regulation34 of SEBI (LODR) is presented in a separate section forming part of the Annual Report.

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

The Provision of Section 134 of the Companies Act 2013 read with Companies (Disclosureof Particulars in the Report of Board of Directors) directors furnish herein below theadditional information

a. Conservation of Energy

Although the operation of the Company is not energy intensive it continues toadopt energy conservation measure at all operational levels. The disclosure undersection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules2014isnotapplicableto the company.

b. Technology Absorption Your Company has not imported any technology during theyear under review.

c. Foreign exchange earnings and outgo

During the year under review there were no transactions in Foreign Currency.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to unavailability of sufficient profit the Company could not contribute to theCorporate Social Responsibility activities.

28. PARTICULAR OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Executive Director Ratio to median Remuneration
Mr. Dhiren Kothary 0.54

 

Non-Executive Director Ratio to median Remuneration
Mr. Suresh -
Vishwasrao
Mr. Paresh Zaveri -
Ms. Aditi Nangalia -

ii) The percentage increase in remuneration of each director Chief FinancialOfficerChief 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. Dhiren Kothary -
Mr. Suresh -
Vishwasrao
Mr. Paresh Zaveri -
Ms. Aditi Nangalia -
Ms. Swati Trilokekar -

iii) The percentage increase in the median remuneration of employees in the financialyear Nil

iv) The number of permanent employees on the rolls of company

– 2 (Two)

v) Average percentile increase already made in the salaries of employees other than themanagerial personnel inthe last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

- There is no increase in salary of employee during the year. There is no exceptionalincrease in the remuneration of Managerial Remuneration in comparison to the averageincrease in the salary of other employees.

vi) The key parameters for any variable component of remuneration availed by thedirectors

- None

vii) Affirmation as per the remuneration policy of the company.

- The Company affirms remuneration is as per the remuneration policy of the Company.The statement containing particulars of employees as required Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe Company there are no employees drawing salary in excess of the limits prescribedunder the said Act.

viii) The names of the top ten employees in terms of remuneration drawn

Top Ten Employees

1 Ms. Swati Trilokekar

2 Mr. Dhiren Kothary

ix) the name of every employeewas in receipt of remuneration for that year which inthe aggregate was not less than one crore and two lakh rupees or not less than eight lakhand fifty thousand rupees per month;

- None

29. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act2013 the Board of Directors confirms that:

a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312017 and of the profit ofthe Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this that the remuneration Actfor safeguardingis the assets of the Company and for preventing and detecting fraudand 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 that such 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.

30. BOARD EVALUATION

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

31. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy work towards identifying internal andexternal risks and implementing risk mitigation steps.

32. DISCLOSURES OF RATIO OF REMUNERATION TO EACH DIRECTOR

The disclosure on remuneration and other matters provided in Section 178(3) of the Act.The policy contains provisions relating to Directors' appointment and their remunerationcriteria for determining qualifications positive attributes independence of directorremuneration of Key Managerial Personnel Senior Managerial Personnel and other employees.

33. LISTING WITH STOCK EXCHANGES

The Company's shares are listed on BSE Ltd. (BSE) & with effect from July 05 2013.The annual listing fee for the financial year 2017-

18 to BSE has been paid and requisite taxes in respect of listing fees has beendeposited to the statutory authority.

34. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company and the date ofthe Report.

35. BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

36. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The disclosures required to be under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 are given in the following table: -

1 Number of complaints of sexual harassment received in the year Nil
2 Number of complaints disposed off during the year Not applicable
3 Number of cases pending for more than 90 days Not applicable
4 Whether workshops or awareness programs against sexual harassment were carried out Yes. Awareness program was done for all employees
5 Nature of action taken by the employer Not applicable

37. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wishes to place on record itsappreciation for the dedication and commitment of your Company's employees at all levelswhich has continued to be our major strength. Your

Company has been able to operate efficiently because of the culture of professionalismcreativity integrity and continuous improvement in all functions and areas as well as theefficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors also thank the shareholders investors customers business partnersbankers and other stakeholders for their confidence in the Company and its management andlook forward for their continuous support.

For and on behalf of the Board of Directors
Sd/- Sd/-
Dhiren Kothari Suresh Vishwasrao
Executive Director Non-Executive Director
(DIN-00009972) (DIN- 00837235)
Date: August 14 2017
Place: Mumbai
Registered Office:
82 Mittal Court
A Wing Nariman Point
Mumbai- 400 021