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Quantum Build-Tech Ltd.

BSE: 538596 Sector: Infrastructure
NSE: N.A. ISIN Code: INE222B01028
BSE 00:00 | 03 Dec 5.36 0.25
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NSE 05:30 | 01 Jan Quantum Build-Tech Ltd
OPEN 5.36
PREVIOUS CLOSE 5.11
VOLUME 1320
52-Week high 11.38
52-Week low 3.09
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.36
CLOSE 5.11
VOLUME 1320
52-Week high 11.38
52-Week low 3.09
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Quantum Build-Tech Ltd. (QUANTUMBUILD) - Director Report

Company director report

To

The Members

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 2020.

2. FINANCIAL SUMMARY :

During the year under review financial performance of your company is as under:

(Amount In Lakhs)

Particulars Year ended on 31.03.2020 Year ended on 31.03.2019
Revenue from operations 12.81 425.11
Other Income 4.22 36.25
Total Income 17.03 461.37
Less: Total Expenses (1303.64) (780.86)
Profit/ (Loss) before Taxation (1286.61) (319.49)
Less: Tax Expenses - -
Profit/ (Loss) after tax - -
Profit/(Loss) C/F to the Next Year (1286.61) (319.49)

3. BRIEF DESCRIPTION THE STATE OF COMPANYS AFFAIRS/ PERFORMANCE:

The Company earned Revenue from operations of Rs.12.81 Lakhs in Financial year 2019-20as against Rs. 425.11 in previous Financial year 2018-19. As at 31.03.2020 the Companyhas written off the Investment in shares of Necx Private Limited as the same are renderedunrealizable. Therefore the company has incurred loss of Rs. 1286.61 lakhs in theFinancial Year 2019-20 as against a Net Loss of Rs. 319.49 Lakhs in the Financial year2018-19.

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 nextfinancial year.

In the last month of FY 2019-20 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lockdowns of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and work from home was allowed. Since there are no projects underway the impacton financial health of the Company is NIL.

4. CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business of theCompany. However Company had started business in Information Technology field also butthe same was stopped in July 2019 as there were no orders etc. forthcoming and the MOUsigned with Necx Private Limited was rendered futile.

5. DIVIDEND:

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 theCompany has not declared and paid any dividend in previous years.

7. TRANSFER TO RESERVES:

For the FY 2019-20 the Company has transferred Rs. 1286.61 Lakhs as loss thereforeas at 31st March 2020 the accumulated loss stands at Rs. 2054.88 Lakhs.

8. SHARE CAPITAL:

The Share capital of your Company is Rs. 250656300/- divided into 25065630 EquityShares of Rs. 10/- each with Voting Rights as at 31.03.2020.

During the period under review Company has issued and allotted 12450000 shares ofRs.10/- each amounting to Rs.124500000 on preferential basis to shareholders of NecxPrivate limited on 23rd April 2019 in pursuant to consent of shareholdersreceived on 16th March 2019 and BSE In principle approval dated 09thApril 2019.The Shares were listed and permitted to trade on the Exchange with effect fromWednesday October 23 2019.

The Board of Directors on 04th May 2020 have approved a scheme of selectivereduction of the above stated 12450000 Equity shares from the Issued and Paid upcapital since the investment against which the said shares were issued have becomeunrealizable.

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 has not accepted any such deposits during the Financial year2019-20.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Board consists 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 22nd Annual General Meetingand being eligible has offered herself for re-appointment. Her re-appointment is beingplaced for your approval at the Annual General Meeting. The brief profile of Smt. KodaliVijaya Rani has been detailed elsewhere. Your Directors recommend her re-appointment asthe Non-Executive Woman Director of your Company.

During the year under review following are changes in the constitution of Board andKMP.

• Smt. Padmavathi Yelledi was appointed as additional Director by Board on 23rdApril 2019 and she was regularized and appointed as Director (Non-ExecutiveNon-Independent) at the 21st AGM held on 28th September 2019.

• Sri. Manne Ram Babu has resigned as Director of the Company on 12thNovember 2019.

• Mr. Kyatham Prabhakar Reddy and Mr. Sripathi Ram Reddy have completed theirterms as Independent Directors and they are proposed to be reappointed for a further termof 5 consecutive years.

• The Board has appointed Ms. Neha Sharma an Associate Member of the Institute ofCompanies Secretaries of India as Company Secretary and Compliance Officer on 12th April2019 and she tendered her resignation on 01st July 2019 and the same wasapproved by the Board.

• The Board has appointed Ms. Suman Gupta an Associate Member of the Institute ofCompanies Secretaries of India as Company Secretary and Compliance Officer on 15th July2020.

Board Meetings:

During the year under review the Board of Directors met Five (5) times and thedates of the Board Meetings are:

Sr. No Date of Board Meeting
1. 12-April-2019
2. 24–May-2019
3. 09-August-2019
4. 12-November-2019
5. 14-February-2020

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. M.R.Koteswara Rao Chief Financial Officer
3. Ms. Suman Gupta (appointed on 15.07.2020) Company Secretary and Compliance Officer

B. Declaration by Independent Directors:

In accordance with Sub-section (7) of Section 149 of the Companies Act 2013(hereinafter called as "The Act") the Independent Directors on your Board havegiven a Declaration that they meet the criteria of Independence as provided in sub section(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 13.03.2020 inCompliance 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 qualityquantity and timeliness of flow of information among the Company management and theBoard which is necessary for the Board to perform their duties effectively andreasonably.

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) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT-9 is available on the website of the Companywww.quantumbuild.com.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the Audited Financial Statementfor the financial year ended 31st March 2020 are in full conformitywith the requirement of the Act and they believe that the financial statements reflectfairly the form and substance of transactions carried out during the year and reasonablypresent the Company's financial condition and results of operations.

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 31st March2020 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 31st March 2020 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 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 of Internal 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 No 006631S) Chartered AccountantsStatutory Auditors of the Company issued Auditors Report for the financial year ended 31stMarch 2020 which is with unmodified opinion (unqualified). The observations made bythe Statutory Auditors in their report for the financial year ended 31st March2020 read with the explanatory notes therein are self-explanatory and therefore do notcall for any further explanation or comments from the Board under Section 134(3)(f) of theCompanies Act 2013.

The auditors' report does not contain any qualifications reservations or adverseremarks.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Shri Ajay Suman Shrivastava Practicing Company Secretary Hyderabad to conductthe Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year2019-20 in Form MR-3 as Annexure-I forms a part of this Report.

16. 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. BSE Limited imposedpenalties for certain delays in compliance which were duly paid. However National CompanyLaw Tribunal Hyderabad Bench on 14th October 2020 passed an interim order onthe restrictions on trading of 12450000 shares allotted on 23.04.2019 as under below.

This Hon ‘ble Tribunal granted an order restraining the Allotees from dealing with12450000 Equity Shares of Quantum allotted to them on 23.04.2019 and credited in theiraccounts on 24.10.2019 in any manner including but not limited to by transfer or enteringinto agreement(s) to transfer and or creating any third party interest or mortgaging orpledging or offering as security against any borrowing pending disposal of the mainpetition.

 

The final outcome of the petition is still awaited.

Meanwhile owning to exposure of the frivolous nature of the said shareholders of NecxPrivate Limited and their obtaining a bogus Share Valuation for their shares garneringmaximum shares from Company and therefore Company has filed a petition under section 213of Companies Act 2013 against all the parties involved therein.

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 organizational 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 financial risks andcontrols.

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 approvals for real estate projects.

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 the Companywww.quantumbuild.com

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company in its ordinary course of business has entered Contract/Arrangement andpaid rent of premises amounting to Rs. 114000/- (Rupees One Lakh Fourteen Thousand only)to the Director during the financial year 2019-20. The transaction is on Arm's Lengthbasis. In pursuant to Sec. 188(1) of the Companies Act 2013 Form AOC-2 is annexedherewith.

The Company has paid an amount of Rs.50.00 lakhs as advance to Necx Private Limited forsupply of IT / IT related products like computers / softwares. As on date the Company ispursuing for refund of the balance of advance.

22. 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.

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 meetstakeholders' aspirations and societal expectations. Good governance practices stem fromthe 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 recommendedthe appointment of Managing Director the Independent Directors and KMP.

26. SUBSIDIARY HOLDING ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company does not have any Subsidiary Holding Joint Venture Company. At the yearend Necx Private Limited is an Associate company by virtue of Company's shareholding inthe Associate company. However the financial statements for the FY ended 31.03.2020 havenot been provided by Necx Private Limited and therefore have not been grouped with thefinancial statements of the Company.

27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE 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 Necx PvtLimited which have been written off from the books of accounts as at year end.

28. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended (‘the PIT Regulations') on prevention ofinsider trading your Company had revised Code of Conduct to Regulate Monitor and Reportby Designated Persons and Immediate Relatives' in line with the recent amendments broughtby SEBI in the PIT Regulations. The said Code lays down guidelines which adviseDesignated Persons on the procedures to be followed and disclosures to be made in dealingwith the shares of the Company and cautions them on consequences of non-compliances. YourCompany also updated its Code of practices and procedures of fair disclosures ofunpublished price sensitive information including a policy for determination of legitimatepurposes. Further your Company has put in place an adequate &effective system ofinternal controls including maintenance of structural database standard processes toensure compliance with the requirements of the PIT Regulations to prevent Insider trading.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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.

TECHNOLOGY ABSORPTION:

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.

30. LISTING:

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.

31. ACKNOWLEDGEMENTS:

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
Date: 03.11.2020 Managing Director Director
Place: Hyderabad DIN: 02051710 DIN: 00102286

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