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Quasar India Ltd.

BSE: 538452 Sector: Others
NSE: N.A. ISIN Code: INE855P01033
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NSE 05:30 | 01 Jan Quasar India Ltd
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OPEN 7.68
CLOSE 7.68
VOLUME 100
52-Week high 9.38
52-Week low 6.05
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Quasar India Ltd. (QUASARINDIA) - Director Report

Company director report

To

The Members of QUASAR INDIA LIMITED

Your Directors have pleasure in presenting the 41st Annual Report togetherwith the Audited Statement of Accounts for the Financial Year ended 31st March 2020.

COMPANY OVERVIEW

Quasar India Limited was incorporated under Companies Act 1956 on 18thApril 1979. Equity Shares of the Company are listed on BSE Limited.

FINANCIAL PERFORMANCE/ SUMMARY

Particular Current Year 2019-20 Previous Year 2018-19
Revenue from Operations 130927.49 249369.21
Total revenue (including other income) 138055.94 252002.55
Total Expenses: 138615.50 251826.84
Profit before tax (559.56) 175.70
Tax Expenses:
Less: Current tax - (33.81)
Add: Deferred tax 12.07 (51.03)
Profit after tax (547.48) 90.86

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your company for the year ended March 31 2020stood at k 13092749 as against k 24936921 for the year ended March 312019. Thecompany occurs net losses of k (547480) /- as compared to net profit of k 90860 in theprevious year.

DIVIDEND

As the Company kept the profits for investment in expansion of Business it regret notto recommend any dividend. But the directors are hopeful better result in future.

RESERVES

Your Company has not transferred any amount as there is loss during the year.

SHARE CAPITAL

The present Authorized Share Capital of the Company k 53700000/- (Rupees Five CroresThirty Seven Lacs) divided into 5370000 (Fifty Three Lacs Seventy Thousand) equityshares of k 10/- (Rupees Ten) each and k 1000000/- (Rupees Ten Lacs) divided into 10000(Ten Thousand) preference shares of k 100/- (Rupees Ten) each.

Paid up share capital of the Company as on 31st March 2020 is k53525000/- (Rupees Five Crore Thirty Five Lacs Twenty Five Thousand) divided into5352500 (Fifty Three Lacs Fifty Two Thousand Five Hundred) equity shares of k 10/-(Rupees Ten) each.

During the year there has been no change in the share capital of the Company.

DEPOSIT

The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

There is no change in the Registered office of the Company

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 and forming part of Board's Reportfor the year ended March 31 2020 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company therefore theinformation as required under the Companies (Accounts) Rules 2014 is not given. Howeverthe company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R&D.

S. No. Parameters F.Y. 2019-20 F.Y.2018-19
a) Capital Expenditure 0.00 0.00
b) Recurring 0.00 0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange earnings and outgo are given as below: -

S. No. Particulars F.Y. 2019-20 F.Y. 2018-19
1) Foreign Exchange earning Nil Nil
2) Foreign exchange outgoing Nil Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material change which may affect the financial position of the Companybetween the financial year and up to the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure A" ofthis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately are given in "Annexure B" of this Report.

CORPORATE GOVERNANCE

Since the paid- up capital of the Company is less than ? 10 Crores and Net worth isless than ? 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the company

SUBSIDIARY JOINT VENTURE ASSOCIATE COMPANIES

The Company has no subsidiaries joint ventures or associated companies thereforedisclosures in this regards are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

The company has no subsidiaries joint venture companies so there is no requirement ofdescription of performance of subsidiaries joint venture companies.

RISK MANAGEMENT

While the business risk associated with operating environment ownership structureManagement System & Policy the financial risk lies in Asset Quality LiquidityProfitability and Capital Adequacy. The company recognizes these risks and makes besteffort to mitigate them in time. Risk Management is also an integral part of the Company'sbusiness strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize riskas also identify business opportunities.

INTERNAL CONTROL SYSTEMS

The company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficiency of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all the applicable environmental law and labour laws. Thecompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on 31st March 2020 your Board comprised of 4 (Four) Directors out ofwhich two are independent directors and one women directors. Your Directors on the Boardpossess experience competency and are renowned in their respective fields. All Directorsare liable to retire by rotation except Independent Directors whose term of 5 consecutiveyears was approved by the Shareholders of the Company in the Annual General Meeting

*Mr. Patel Akshay kumar Dineshkumar has been appointed as Independent Director w.e.f09th May 2019 and has resigned from the Board w.e.f 27th February 2020.

Key Managerial Personnel

During the financial year ending March 31 2020 following members holds the positionof Key Managerial Personnel are:

1. Ms. Bhavna Seth Company Secretary & Compliance Officer

2. Mr. Dinesh kumar Maurya Company Secretary & Compliance Officer

3. Mr. Ahir Narendra kumar Ramkripal cheif Executive officer

4. Mr.Patel Darshan Dineshbhai cheif Financial officer

During the year 2019-20 under review following events took Place in the composition:

1. Mr. Ahir Narendra kumar Ramkripal chief Executive officer has resigned from thepost w.e.f

27.02.2020.

2. Mr.Patel Darshan Dineshbhai Chief Financial officer has resigned from the Companyw.e.f

27.02.2020.

1. Ms. Bhavna Seth Company Secretary & Compliance Officer has resigned from theCompany w.e.f 26.07.2019

2. Ms. Bhavna Seth has appointed as a Company Secretary and Compliance Officer ofCompany

w.e.f. 09/05/2019.

3. Mr. Dinesh kumar Maurya has resigned from the post of Company Secretary andCompliance

Officer of Company w.e.f. 09/05/2019.

After the financial year ending March 31 2020 to the date of this report followingevents took Place in the composition:

1. Mr. Alok Nath Singh has appointed as a Company Secretary and Compliance Officer ofCompany w.e.f. 23/07/2020.

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act 2013 read with the Companies(Appointment and Qualifications of Directors) Rules 2014 the Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe 'criteria of Independence' as prescribed under Section 149(6) of the Companies Act2013 and have submitted their respective declarations as required under Section 149(7) ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all itsDirectors including the Independent Directors.

Directors' Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 your directors hereby confirmthat:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year andof the profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31stMarch 2020 on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;‘ and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Seven (7) times during the financial year2019-20. The meetings of Board of Directors were held on 09th May 2019 24thMay 2019 l4th June 2019 13th August 2019 13th November2019 13th February 2020 and 27th February 2020

The Minutes of the Meetings of the Board of Directors are discussed and taken note bythe board of directors.

The Statutory Auditor Internal Auditor and Executive Directors are invited to themeeting as and when required.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of the Director Designation Category

Number of Board Meetings during the year

Attendance of Last AGM
Held Attended
Harish Kumar Director Non Executive- Non Independent 7 7 Yes
Anju sharma Director Non Executive- Non Independent 7 7 Yes
Hitesh Rai Makhija Director Non Executive- Independent 7 7 Yes
Avinash Sharma Director Non Executive- Independent 7 7 Yes
Patel Akshay kumar Dineshkumar Director Non Executive- Independent 7 No

The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The agenda and Notice for all the Meetings was prepared and circulated in advance to theDirectors.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act 2013 read with the rulesmade there under a separate meeting of independent directors performance ofnon-independent

directors performance of the board as a whole was evaluated taking into account theviews of directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the Board its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on March 20th February2020 during the year 2019-20.

Committee Meetings Audit Committee

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting progress with a view to ensuringaccurate timely and proper disclosures and transparency integrity and quality offinancial reporting. The Committee oversees the work carried out by the managementinternal auditors on the financial reporting process and the safeguards employed by them.

The board has re-constituted the Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and have financial management expertise. The Audit Committeecomprises of three independent directors as members out of which one is chairman of thiscommittee.

The Audit Committee met Four (4) times during the financial year 2019-20. The meetingsof Audit Committee were held on 24th May 2019 13th August 2019 13th November 2019 and13th February 2020. The Minutes of the Meetings of the Audit Committee arediscussed and taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors are invited to themeeting as and when required.

The Composition of the Audit Committee and their attendance at the Meetings are asfollows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 4 4
Hitesh Rai Makhija Member 4 4
Mrs. Anju Sharma Member 4 4

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformitywith the requirements as per provisions of sub-Section (3) of Section 178 of CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company had Constituted Nomination and Remuneration Committee to decide and fixpayment of remuneration and sitting fees to the Directors of the Company as per provisionsu/s 178 of the Companies Act 2013.

The terms of reference of the remuneration committee in brief pertain to inter-aliadetermining the Companies policy on and approve specific remuneration packages forexecutive director (s)/Manager under the Companies Act 2013 after taking in to accountthe financial position of the Company trend in the industry appointees qualificationexperience past performance interest of the Company and members.

This Nomination & Remuneration committee will look after the functions asenumerated u/s 178 of the Companies Act 2013. This Committee has comprises threeindependent directors as members out of which one member is chairman of the committee.

The Nomination and Remuneration Committee met Two (2) time during the financial year201920. The meetings of Nomination and Remuneration Committee were held on 09th May 2019and 14th June 2020.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussedand taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors are invited to themeeting as and when required.

The Composition of the Nomination and Remuneration Committee and their attendance atthe Meetings are as follows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 2 2
Hitesh Rai Makhija Member 2 2
Mrs. Anju Sharma Member 2 2

Stakeholder's Relationship Committee

The scope of the Stakeholders' Relationship Committee is to review and address thegrievance of the shareholders in respect of share transfers transmission non-receipt ofannual report nonreceipt of dividend etc and other related activities. In addition theCommittee also looks into matters which can facilitate better investor's services andrelations.

In compliance with the provisions of Section 178 of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015the Company has an independent Stakeholders' Relationship Committee to consider andresolve grievances of the Shareholders/Investors. This Committee has comprises threeindependent directors as members out of which one member is chairman of the committee.

The Stakeholders' Relationship Committee met four (4) time during the financial year2019-20. The meetings of Stakeholders' Relationship Committee were held on 24th May 2019and 13th February 2020.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors are invited to themeeting as and when required.

The Composition of the Stakeholders' Relationship Committee and Their Attendance at theMeetings are as follows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 2 2
Hitesh Rai Makhija Member 2 2
Ganesh Prasad Gupta Member 2 2
Mrs. Anju Sharma Member 2 2

Shareholders Meetings

There were one meeting of shareholders held during the financial year 2019-20 AnnualGeneral Meeting 26th September 2019.

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