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Quantum Digital Vision India Ltd.

BSE: 530281 Sector: Industrials
NSE: N.A. ISIN Code: INE373C01019
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NSE 05:30 | 01 Jan Quantum Digital Vision India Ltd
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OPEN 0.77
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VOLUME 5163
52-Week high 1.57
52-Week low 0.75
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Quantum Digital Vision India Ltd. (QUANTUMDIGITAL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 37th 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

The Board’s Report shall be prepared based on the standalone financial statementsof the company.

Particulars 2016-2017 2015-2016
Gross Income 1550497 4003062
Profit / (Loss) Before Interest and (457814) 1515100
Depreciation
Less: Finance Charges (31629) --
Gross Profit/(Loss) (489442) 1515100
Less: Provision for Depreciation (868970) (1354342)
Extraordinary Item 35740 --
Net Profit/(Loss) Before Tax (1394153) 160760
Less: Provision for Tax (781559) (730950)
Net Profit/(Loss) After Tax (2175712) (570190)
Balance of Profit brought forward -- --
Balance available for appropriation -- --
Proposed Dividend on Equity Shares -- --
Tax on proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet (2175712) (570190)

2. COMPANY'S PERFORMANCE AFFAIR

Your Directors are positive about the Company’s operations and making best effortsto implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Due to the inadequate Funds Board of Directors do not recommend any Dividend. Duringthe year no amount was transferred to General Reserves.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. -132151580/- forfinancial year under review is transferred to reserves. The total reserves for thefinancial year 2016-17 is Rs. -129975869/-.

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31 2017 is Rs. 69950000/-comprising of 3035000 Equity Shares of Rs. 10/- each amounting to Rs. 30350000/- and3960000 @0% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each amounting toRs. 39600000/- .

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act 2013 Mr. Himalay Dassani whoretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

Further Mr. Sunil Chopra Independent Director of the Company Resigned from theDirectorship w.e.f. 10th August 2017. The Company has received declarationfrom all the Independent Directors of the Company confirming that they meet criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 30-May-2016 1. 30-May-2016
2. 09-Aug-2016 2. 09-Aug-2016
3. 11-Nov-2016 3. 11-Nov-2016
4. 08-Feb-2017 4. 08-Feb-2017
5. 28-Feb-2017

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. 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 its Audit Nomination & Remuneration.

9. COMMITTEES OF THE BOARD

During the year in accordance with provisions of Companies Act 2013 the Board ofDirectors of the Company has constituted/re constituted following 3 committees:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany’s financial reporting process.

The Audit Committee Comprises of 3 Directors. The Chairman of the Audit Committee is aNon-executive and Independent Director. The Composition of the Audit Committee is asunder:

Sr. Name Nature of the Directorship Designation in
No. Committee
1. Mr. Rajkishan Singh Independent Director Chairman
2. Mr. Himalaya Dassani Managing Director Member
3. Mr. Sunil Chopra* Independent Director Member
4. Mrs. Shakuntala Dassani** Director Member

* Ceased to be a Member of the Audit Committee w.e.f. 10th August 2017. **Appointed as a Member of Audit Committee w.e.f. 10th August 2017

2) Nomination & Remuneration Committee

The Company has re-constituted Nomination & Remuneration Committee and presentlythe Remuneration committee comprises of 3 (Three) Directors.

Sr. No. Name Nature of the Directorship Designation in Committee
1. Mr. Rajkishan Singh Independent Director Chairman
2. Mr. Himalaya Dassani Managing Director Member
3. Mr. Sunil Chopra* Independent Director Member
4. Mrs. Shakuntala Dassani** Director Member

* Ceased to be a Member of the Nomination & Remuneration Committee w.e.f. 10thAugust 2017. ** Appointed as a Member of the Nomination & Remuneration Committeew.e.f. 10th August 2017.

3) Stakeholder Relationship Committee

The Board of Directors of the Company has renamed its‘shareholders’/Investors Grievance Committee’ as Stakeholder RelationshipCommittee consisting of two members chaired by non executive Director. The Committeeinter-alia deals with various matters relating to:

Sr. No. Name Nature of the Directorship Designation in Committee
1. Mr. Rajkishan Singh Independent Director Chairman
2. Mr. Himalaya Dassani Managing Director Member

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that: a) In the preparation of the annual accounts the applicable accountingstandards have been followed. b) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give true and fair view of the state of affairs of the Company for theyear under review. c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The directors have prepared the annual accounts on a goingconcern basis. e) The directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively. f) The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

12. AUDITORS

The Auditors M/s. Shah & Taparia. Chartered Accountants Mumbai retiring at the(37th) Annual General Meeting due to completion of their tenure and M/s. M.N.Kabra Chartered Accountant Mumbai is appointed as Statutory Auditor of the Company inplace of retiring Auditor from this Annual General Meeting [AGM] till the conclusion of 42ndAnnual General Meeting.

13. AUDITORS' REPORT

The Directors are of opinion that the comments in the Auditors report are selfexplanatory and do not call for any further explanations.

14. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Ms. Payal Tachakproprietress of M/s. Payal Tachak & Associates Practicing Company Secretary had beenappointed as Secretarial Auditor of the Company for the Financial Year 2016-17.

Secretarial Auditor’s observation and Management’s explanation to theAuditor’s observation

The Director refers to the Auditor’s observation in the Secretarial Audit Reportand as required under Section 204(1) of the Companies Act 2013 the Company has obtained asecretarial audit report. a) Non appointment of Company Secretary & Compliance Officer

The Board would like to bring to your notice that the Company has been trying torecruit a Company Secretary on best efforts basis since a long time but the Company hasnot been successful.

b) Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg.2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Yearend.

The Company will pay the Listing fees to the BSE Limited for Financial Year 2017-18 innear future.

c) 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated30th September 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17thJune 2011. The management is trying to do the needful to comply with the said provisions.

d) Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period underreview.

The Company is suspended from Calcutta Stock Exchange. Therefore all the Complianceswill be done at the time of Revocation of Suspension. e) Regulation 46 Web Site of theCompany is not updated.

Website of the Company is under transformation. As soon as new website is launched allthe information will get updated. The report of the Secretarial Auditors is enclosed asAnnexure II to this report.

15. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

16. RISK MANAGEMENT POLICY

The Company has laid down well defined Risk Management Policy. The Board Periodicallyreviews the risk and suggests steps to be taken to control and mitigate the same through aproper defined framework.

17. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I . 18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures. TheCompany’s internal control system is commensurate to the size scale and complexitiesof its Operations.

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

Conservation of energy technology absorption foreign exchange earnings and outgo areNil during the year under review.

21. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

22. LISTING WITH STOCK EXCHANGES

The Company is Listed on BSE Limited. The Company is suspended from trading platform ofCalcutta Stock Exchange.

23. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Your Company has not provided Loans Guarantees or made Investment pursuant toSection 186 of the Companies Act 2013;

2. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

3. The Company do not have any subsidiary joint venture or associate Company.

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

6. Since the Company having paid-up capital less than the threshold provided underClause 49/ Regulation 27 (2) of the Listing Agreement hence the Company need notrequired to address Reports on Corporate Governance certificate/s pertains thereto and.

7. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

8. The Company has not entered any contracts or arrangements with related partiesspecified under Section 188 of Companies Act 2013.

24. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Place: Tamil Nadu Himalay Pannalal Dassani Rajkishan Shamboonarayan Singh
Date: 10th August 2017 Managing Director Independent Director