Quantum Build-Tech Limited Hyderabad.
1. INTRODUCTION :
Your Board of Directors (Board') have pleasure in presenting their Twenty FirstAnnual Report on the business and operations of the Company and the Audited FinancialStatements and developments for the financial year ended on 31st March 2019.
2. FINANCIAL RESULTS :
During the year under review financial performance of your company is as under:
(Amount In Lakhs)
|Particulars ||Year ended ||Year ended |
| ||on 31.03.2019 ||on 31.03.2018 |
|Revenue from operations ||425.11 ||276.94 |
|Other Income ||36.25 ||12.87 |
|Total Income ||461.37 ||289.81 |
|Total Expenses ||(780.86) ||244.53 |
|Profit/ (Loss) before Taxation ||(319.49) ||45.28 |
|Less: Tax Expenses || ||3.19 |
|Profit/ (Loss) after tax || ||42.09 |
|Profit/(Loss) C/F to the Next Year ||(319.49) ||42.09 |
3. BRIEF DESCRIPTION THE STATE OF COMPANYS AFFAIRS/ PERFORMANCE :
The Company earned Revenue from operations of Rs.425.11 Lakhs in Financial year2018-19as against Rs. 276.94 in previous Financial year 2017-18and during the year theCompany has relinquished its development rights in Quantum Heights Project atGajularamaram thereby the company has incurred loss of Rs. 319.49 lakhs in the FinancialYear 2018-19 as against a Net Profit of Rs. 42.09 Lakhs in the Financial year 2017-18.
The real estate sector has become more efficient to operate in India due to Governmentof India Introduced Real Estate (Regulation and Development) Act 2016 hence 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. The business in Information Technology sector is being undertaken from the lastquarter onwards which has promising future prospects.
4. CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of business of theCompany. However Company has started business in Information Technology field also as perits Main Objects.
Due to losses the Directors of the Company have not recommended any dividend for thecurrent Financial year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 are not applicable as theCompanyhas not declared and paidany dividend in previous years.
7. TRANSFER TO RESERVES:
For the FY 2018-19 the Company has transferred Rs. 319.49 Lakhs as loss therefore asat 31st March 2019 the accumulated loss stands at Rs. 768.26 Lakhs.
8. SHARE CAPITAL:
The Share capital of your Company is Rs. 126156300/- divided into 12615630 EquityShares of Rs. 10/- each with Voting Rights as at 31.03.2019
During the period under review Company has issued 12450000 shares of Rs. 10/- eachamounting to Rs. 124500000 on preferential basis to shareholders of NECX Privatelimited as per the consent of shareholders received on 16th March 2019.
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 depositswithin 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 has not accept any such deposits during the Financial year2018-19.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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 21stAnnual 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 VijayaRani has been detailed elsewhere. Your Directors recommend her re-appointment astheNon-Executive Woman Director of your Company. During the year under review Ms. PayalBang an Associate member of the Institute of Company Secretaries of India has resignedas Company Secretary and Compliance Officer of the Company on 14th April 2018.
Subsequently the Board has appointed Ms. Rakhi Kothari an Associate Member of theInstitute of Companies Secretaries of India as Company Secretary and Compliance Office asper Section 203 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosureRequirements) Rules 2015 on 10th August 2018 however she resigned from theposition due to personal reasons on 14th February 2019.
Subsequently the Board has appointed Ms. Neha Sharma an Associate Member of theInstitute of Companies Secretaries of India as Company Secretary and Compliance Officeon 12thApril 2019 and she tendered her resignation on 01st July2019 and the same is approved by the Board.
During the year under review the Board of Directors met Four times and thedates of the Board Meetings are:
|Sr. No. ||Date of Board Meeting |
|1. ||26.05.2018 |
|2. ||10.08.2018 |
|3. ||27.10.2018 |
|4. ||14.02.2019 |
The details of the Meetings of Board are covered in the Corporate Governance Report.
A. 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. Manne Rama Koteswara Rao ||- ||Chief Financial Officer |
|4. Ms. Neha Sharma ||- ||Company Secretary and Compliance Officer. |
| || ||(Resigned on 01-07-2019) |
B. 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 14thFebruary 2019 in Compliance with the Regulation 25 of SEBI (LODR) Regulation 2015 inwhich the following matters 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. Assess of the quality quantity and timeliness of flow of information among theCompany management and the Board which is necessary for the Board to effectively andreasonably perform their duties.
C. 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) oftheCompanies Act 2013 read with
Rule 12 of the Companies (Management and Administration) Rules 2014 in Form No. MGT-9is available on the website of the 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 31stMarch2019 the applicable accounting standards had been followed along with proper explanationrelating 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 2019 and ofthe 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 safeguarding 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 ofInternal Financial Controls are included in the Management Discussion andAnalysis Report which forms part of the Annual Report.
14. AUDIT OF ACCOUNTS AND 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 28th September 2017 for issuing the Audit report on theFinancial position of the Company
M/s. Suryanarayana & Suresh. (Firm Registration No006631S) Chartered AccountantsStatutory Auditors of the Company issued Auditors Report for the financial year ended 31stMarch 2019 which is with unmodified opinion (unqualified). The observations made by theStatutory Auditors in their report for the financial year ended 31st March2019 read with the explanatory notes therein are self-explanatory and therefore do notcall for any further explanation or comments from the Board under Section134(3)(f) of theCompanies Act 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 2018-19.
The Secretarial Audit Report issued by the Secretarial Auditor for the financial year2018-19 in Form MR-3 as Annexure A forms a part of this Report.
16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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.
17. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section 197 of theCompanies Act 2013. Hence details are NIL.
18. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND
REDRESSAL) ACT 2013:
The Company has placed 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.
19. 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 toentry of many players in local market d. Operational Risk of market saturation. e.Stringent regulatory framework. f. Slow Disbursement of approvals
20. 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 theCompanywww.quantumbuild.com
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company in its ordinary course of business has entered into Contract/Arrangementand paid rent of premises amounting to Rs. 114000/- (Rupees One Lakhs Fourteen Thousandonly) to the Director during the financial year 2018-19. The transaction is on Arm'sLength basis.In pursuant to Sec. 188(1) of the Companies Act 2013 Form AOC-2 is annexedherewith.
22. PARTICULARS OF LOANS GUARANTEES INVESTMENT AND SECURITIES.
The Company has given loan out of surplus funds for a short term. The Company has notgiven any guarantee or provided security in connection with a loan to any other bodycorporate or person or acquired by way of subscription the securities except for the swapof shares of NECX Private Limited after the end of financial year.
23. 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.
24. 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 meet stakeholders' aspirations and societal expectations. Goodgovernance practices stem from the dynamic culture and positive mindset of the Company.
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
25. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination and Remuneration Committee of Directors inaccordance with the requirements of Section 178 of the Companies Act 2013 read withRegulation 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.The committee has recommended theappointment of Managing Director Whole time Director and the Independent Directors.
26. SUBSIDIARY HOLDING ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company does not have any Subsidiary Holding Joint Venture or Associate Companyupto 31-03-2019. However as on date NECX Private Limited is an associate company onaccount of acquisition of its shares by the Company under swap of shares transaction.
27. 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 except for investment by way of swap of shares of NecxSoftware Pvt Limited.
28. 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 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 NIL. |
|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. || |
|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. The shares issued on 23-04-2019 arepending for listing.
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
| ||Guduru Satyanarayana ||Kodali Vijaya Rani |
|Place: Hyderabad. ||Managing Director ||Director |
|Date: 09.08.2019 ||DIN: 02051710 ||DIN: 00102286 |