Quantum Build-Tech Limited Hyderabad.
1. INTRODUCTION :
Your Board of Directors (Board') have pleasure in presenting their TwentiethAnnual Report on the business and operations of the Company and the Audited FinancialStatements and developments for the financial year ended on 31st March 2018.
2. FINANCIAL RESULTS :
During the year under review financial performance of your company is as under:
| || ||(Amount In Lakhs) |
|Particulars ||Year ended on 31.03.2018 ||Year ended on 31.03.2017 |
|Revenue from operations ||276.94 ||294.41 |
|Other Income ||12.87 ||9.49 |
|Total Income ||289.81 ||303.90 |
|Total Expenses ||244.53 ||672.67 |
|Profit/ (Loss) before Taxation ||45.28 ||(172.69) |
|Less: Tax Expenses ||3.19 ||0.18 |
|Profit/ (Loss) after tax ||42.09 ||(172.87) |
|Profit/(Loss) C/F to the Next Year ||42.09 ||(172.87) |
3. BRIEF DESCRIPTION THE STATE OF COMPANYS AFFAIRS/ PERFORMANCE :
The Company earned Revenue from operations of Rs. 276.94 Lakhs in Financial year2017-18 as against Rs. 294.41 lakhs in previous Financial year 2016-17and the Company hasearned Net Profit of Rs. 42.09 Lakhs in the Financial year 2017-18 as against Net Loss ofRs. 172.87 Lakhs in Financial year 2016-17 which was mainly due to change in contractswork in progress.
The real estate sector has become more efficient to operate in India due to Governmentof India Introduced Real Estate (Regulation and Development) Act 2016hence moreopportunities in Real Estate Business for orderly growth are slated to arise in future.The Company is currently under negotiations for a land parcel for future project if thesame can be undertaken and the same will be declared to the Members in due course. YourDirectors are optimistic about Company's better performance with increased revenue in nextyear.
4. CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of business of theCompany.
Due to insufficient profitability the Directors of the Company do not recommend anydividend for the current Financial year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as the Companyhas not declared and paid any dividend in previous years.
7. TRANSFERRED TO RESERVES:
The amount has been carried forward to the Balance Sheet for the period under reviewis Rs. 42.09 Lakhs being current year profit. As at 31st March 2018 theaccumulated loss stand at Rs. 448.77 Lakhs.
8. SHARE CAPITAL:
The Share capital of your Company is Rs. 126156300/- divided into 12615630 EquityShares of Rs. 10/- each with Voting Rights
During the year your Company Redeemed 200000 - 13% Cumulative Redeemable PreferenceShares of Rs 100/-each to the non-resident shareholders under Settlement of dues.
a. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
The Company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial year inaccordance with the provisions of Section 54 of Companies Act 2013 read with Rule 8 ofthe Companies (Share Capital and Debentures) Rules 2014.
c. Issue of Equity Shares with Differential Voting Rights:
The Company has not issued any equity shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014.
d. Issue of Employee Stock Option:
The Company has not issued any employee stock option during the financial year as perRule 12 of Companies (Share Capital and Debentures) Rules 2014.
9. PUBLIC DEPOSITS:
There were no outstanding deposits within the meaning of Section 73 of the CompaniesAct 2013 read with Companies (Acceptance of Deposits) Rules 2014. At the end of thefinancial year. Your Company did not accept any such deposits during the Financial year2017-18.
Your Board consist of Six Directors including Three Independent (Non- ExecutiveDirectors). The declaration from all the Independent Directors are being obtained both atthe time of appointment and at the First Board meeting of each Financial Year.
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Smt. Kodali Vijaya Rani (DIN:00102286) is liable to retire by rotation at the 20thAnnual General Meeting andbeing eligible has offered herself for re-appointment. Her re-appointment is being placedfor your approval at the Annual General Meeting. The brief profile of Smt. Kodali VijayaRanihas been detailed in the Corporate Governance Report. Your Directors recommend herre-appointment as the Non-Executive Woman Director of your Company.
A. Board Meetings:
During the year under review the Board of Directors met Five times and thedates of the Board Meetings are:
|Sr. No. ||Date of Board Meeting |
|1. ||29.05.2017 |
|2. ||11.08.2017 |
|3. ||13.09.2017 |
|4. ||12.12.2017 |
|5. ||09.02.2018 |
The details of the Meetings of Board are covered in the Corporate Governance Report.
B. Key Managerial Personnel (KMPs):
In compliance with the requirements of Section 203 of the Companies Act 2013following are the Key Managerial Personnel of the Company:
|1. Mr. Guduru Satyanarayana ||- Managing Director |
|2. Mr. Manne Rambabu ||- Whole Time Director (Technical) |
|3. Mr. M.R. Koteswara Rao ||- Chief Financial Officer |
|4. Mrs. Rakhi Kothari ||- Company Secretary and Compliance Officer. |
However Ms. Payal Bang resigned from the position of Company Secretary and Complianceofficer of the Company on 14.04.2018.The Board places on record appreciation for theservices and contribution made by her during her tenure. Mrs. Rakhi Kothari has beenappointed as Company Secretary and Compliance Officer w.e.f. 10-08-2018.
C. Declaration by Independent Directors:
In accordance with Sub-section (7) of Section 149 of the Companies Act2013(hereinafter called as "The Act") the Independent Directors on your Boardhave given a Declaration that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Act. There has been no change in terms and conditions ofappointment of Independent Directors the Policy relating to their appointment isavailable on the website of the Company www.quantumbuild.com
During the year under review the separate meeting of Independent Directors of theCompany without the presence of non-independent directors and members of the managementand all the independent directors were present in the meeting held on 25th January 2018in Compliance with the Regulation 25 of SEBI (LODR) Regulation 2015 in which the followingmatters were considered:
i. Review of the performance of all the non-independent directors and the Board as awhole;
ii. Review of the performance of the Chairman of the Company taking into accounts theviews of Executive Directors and Non-Executive Directors; and
iii. Assessment of the quality quantity and timeliness of flow of information amongthe Company management and the Board which is necessary for the Board to effectively andreasonably perform their duties.
D. Board Evaluation:
The Board of Directors has carried out an Annual Evaluation of its own performance andhas devised a Policy on Evaluation of performance of Board of Directors Committees andIndividual Directors pursuant to the provisions of the Act the Corporate Governancerequirements and as prescribed by Regulation 25 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Extract of the Policy on Evaluation of Performance of the Board its Committees andindividual Directors is available on the website of the Company www.quantumbuild.com.
11. ANNUAL RETURN:
The extracts of the Annual Return pursuant to the provisions of Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT-9 is attached as Annexure - I and available on the website ofthe Company www.quantumbuild.com.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Act your directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the Financial Year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments 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 31stMarch 2018 and ofthe profit/loss of the Company for that period;
c) The directors had 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 had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;
f) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has Internal Financial Controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly and efficient conduct ofthe business including adherence to the Company's policies the safe guarding of assetsthe prevention and detection of frauds and errors the accuracy and completeness ofaccounting records and timely preparation of reliable financial information. The detailsin respect of Internal Financial Controls are included in the Management Discussion andAnalysis Report which forms part of the Annual Report.
14. STATUTORY AUDITORS:
As per the provisions of Section 139 of the Companies Act 2013. M/s. Suryanarayana& Suresh Chartered Accountants (Firm Registration No. 006631S) were appointed asStatutory Auditors of the Company by the members /shareholders in the Annual GeneralMeeting held on 28 September 2017 for issuing the Audit report on the Financial positionof the Company
M/s. Suryanarayana & Suresh. (Firm Registration No006631S) Chartered AccountantsStatutory Auditors of the Company issued Auditors Report for the financial year ended 31stMarch 2018 which is with unmodified opinion (unqualified). The observationsmade by theStatutory Auditors in their report for the financial year ended 31st March 2018 read withthe explanatory notes therein are self-explanatory and therefore donot call for anyfurther explanation or comments from the Board under Section134(3)(f) of the CompaniesAct 2013.
15. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies(Appointment and Remuneration of Managerial Personnel)Rules 2014 the Companyhad appointed Shri Ajay Suman Shrivastava Practicing Company Secretary Hyderabad toconduct the Secretarial Audit of the Company for the financial year 2017-18.
The Secretarial Audit Report issued by the Secretarial Auditor for the financial year2017-18 in Form MR-3 as Annexure A forms a part of this Report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
16. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section 197 of theCompanies Act 2013. Hence details are NIL.
17. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND
REDRESSAL) ACT 2013:
The Company has place an Anti-Sexual Harassment policy in line with the requirement ofthe Sexual harassment of Woman at Workplace (Prevention prohibition and redressal) Act2013. There have been NIL complaints of such nature during the period under review.
18. RISK MANAGEMENT:
The Company has well-defined risk management framework in place. The risk managementworks at various levels of the Company. The Company has robust organisational structurefor managing and reporting on risks.
Your Company has developed and implemented a Risk Management Policy which is approvedby the Board. The Audit Committee has additional oversight in the area of financial risksand controls.
In the opinion of the Board following are risks involved in the industry: a. HighInterest rate b. Fluctuation in prices of building materials
c. Competitive Risk due to entry of many players in local market d. Operational Risk ofmarket saturation. e. Stringent regulatory framework.
19. ESTABLISHMENT OF VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is implemented through the Company's Whistle Blower Policy to enable theDirectors employees and all stakeholders of the Company to report genuine concerns toprovide for adequate safeguards against victimisation of persons who use such mechanismand make provision for direct access to the Chairman of the Audit Committee.
Whistle Blower Policy of your Company is available on the website of the Companywww.quantumbuild.com
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with related parties as defined under Section 2(76) ofthe Companies Act 2013 which were in the ordinary course of business and do not attractthe provisions of Section 188 of the Companies Act 2013. The Company has also compliedwith Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 during the Financial Year 2017-18. There were no materially significant transactionswith related parties in the Financial Year which were in conflict with the interest of theCompany and requiring compliance of the provisions of Regulation 23 of SEBI ListingRegulations. The required disclosure as per the Accounting Standard-18 (AS-18) has beenmade by the Auditors in the notes forming part of the Financial Statements.
Since there are no contracts or arrangements with Related parties no disclosure isrequired under Section 188 of the Act.
21. PARTICULARS OF LOANS GUARANTEES INVESTMENT AND SECURITIES.
The Company has not given any loan to any person or other body corporate or given anyguarantee or provided security in connection with a loan to any other body corporate orperson or acquired by way of subscription purchase or otherwise the securities of anyother body corporate during the financial year under review.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year under review the Company's performance does not attract theprovisions set out under Section 135 of the Companies Act 2013 read with rules madethereunder. Hence the compliances to the provisions of Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 are notrequired.
23. CORPORATE GOVERNANCE:
Corporate Governance encompasses a set of systems and practices to ensure that theCompany's affairs are being managed in a manner which ensures accountability transparencyand fairness in all transactions in the widest sense. The objective is to meetstakeholders' aspirations and societal expectations. Good governance practices stem fromthe dynamic culture and positive mindset of the Company and its management.
The Company has adopted a Code of Conduct for its employees including the ManagingDirector and the Executive Directors. The said Code of Conduct is available on Company'sWebsite
A report on Corporate Governance covering amongst other details of Meetings of theBoard and Committees along with a Certificate for compliance with the Corporate Governancerequirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) ofRegulation 46(2) of SEBI (LODR) Regulations 2015 as applicable with regard to CorporateGovernance issued by Shri Ajay Suman Shrivastava Practicing Company Secretary formspart of the Annual Report
24. NOMINATION AND REMUNERATION COMMITTEE:
The constituted Nomination and Remuneration Committee of Directors in accordance withthe requirements of Section 178 of the Companies Act 2013 read with Regulation 19 of SEBI(LODR) Regulations 2015.
The Nomination and Remuneration Committee constituted by Company is responsible forlooking into the remuneration payable to the Whole-Time Directors and other key Employeesof the Company. The Committee also frames and approves the Remuneration Policy foremployees other than Whole-Time Directors of the Company. During the year under reviewthe Committee approved remuneration of Company Secretary only.
25. SUBSIDIARY HOLDING ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company does not have any Subsidiary Holding Joint Venture or Associate Company.
26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relatetill the date of this report.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:
CONSERVATION OF ENERGY:
|1. The steps taken or impact on conservation of energy. ||Your Company being a service provider requires minimal energy consumption and every endeavor is made to ensure optimal use of energy avoid wastages and conserve energy as far as possible. |
|2. The steps taken by the company for utilizing alternate sources of energy. || |
|3. The capital investment on energy conservation equipment's. || |
|1. The effors made towards technology absorption. || |
|2. The benefits derived like product improvement cost reduction product development or import substitution. ||Since the Company is not engaged in any manufacturing the information in connection with technology absorption is |
|3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-- the details of technology imported the year of import;- whether the technology been fully absorbed:- if not fully absorbed areas where absorption has not taken place and the reasons thereof. ||NIL. |
|4. The expenditure incurred on Research and Development. ||NIL |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the financial year are NIL.
The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Companyhas duly complied with all the requirements of concerned Stock Exchange in accordance withapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.
Your Directors wish to place on record their appreciation and sincere thanks to allgovernment agencies banks shareholders vendors and other related organizations whothrough their continued support and co-operation have helped as partners in yourCompany's progress. Your Directors also acknowledge the hard work dedication andcommitment of the employees.
| ||For and on behalf of the Board || |
|Date: 10.08.2018 ||Guduru Satyanarayana ||Kodali Vijaya Rani |
|Place: Hyderabad. ||Managing Director ||Director |
| ||DIN: 02051710 ||DIN: 00102286 |