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Quasar India Ltd.

BSE: 538452 Sector: Others
NSE: N.A. ISIN Code: INE855P01033
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Quasar India Ltd. (QUASARINDIA) - Director Report

Company director report

To

The Members of

Your Directors have pleasure in presenting the 40th Annual Report togetherwith the Audited Statement of Accounts for the Financial Year ended 31st March 2019.

COMPANY OVERVIEW

Quasar India Limited was incorporated under Companies Act 1956 on 18th April1979. Equity Shares of the Company are listed on BSE Limited.

FINANCIAL PERFORMANCE/ SUMMARY

(in Rs)
Particular Current Year 2018-19 Previous Year 2017-18
Revenue from Operations 2493692016 1835400
Total revenue (including 252002546 6040422
other income)
Total Expenses: 251826834 6220966
Profit before tax 175712 (180544)
Tax Expenses:
Less: Current tax (45685) -
Add: Deferred tax (51034) 44783
Profit after tax 78992 (135761)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your company for the year ended March 31 2019stood at Rs 2493692016 as against Rs 1835400 for the year ended March 31 201/. Thecompany earned net profit of Rs 78992/- as compared to net loss of Rs 135761 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

3

RESERVES

Your Company has transferred the amount of Net Profit after Tax of Rs 78992/- from thegeneral reserves amount of the year.

SHARE CAPITAL

The present Authorized Share Capital of the Company Rs 53700000/- (Rupees FiveCrores Thirty Seven Lacs) divided into 5370000 (Fifty Three Lacs Seventy Thousand)equity shares of Rs 10/- (Rupees Ten) each and Rs 1000000/- (Rupees Ten Lacs) dividedinto 10000 (Ten Thousand) preference shares of Rs 100/- (Rupees Ten) each.

Paid up share capital of the Company as on 31st March 2018 is Rs53525000/- (Rupees Five Crore Thirty Five Lacs Twenty Five Thousand) divided into5352500 (Fifty Three Lacs Fifty Two Thousand Five Hundred) equity shares of Rs 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

The Company has altered its object clause vide members resolution dated 24th September2018 passed at the 39th Annual General Meeting.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Company has shifted its registered office from "324 Third Floor Aggarwal PlazaSector- 14 Rohini New Delhi- 110085" to "305 Third Floor Aggarwal PlazaSector- 14 Rohini New Delhi- 110085" w.e.f. 09.08.2018.

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 2019 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. 2018-19 F.Y.2017-18
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. 2018-19 F.Y.2017-18
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 Rs 10 Crores and Net worth isless than Rs 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.

SUSPENSION OF TRADING

Pursuant to BSE Exchange notice no. 20181206-42 dated 6th Dec 2018 with subject"Suspension of trading in the securities of the companies which have undergone actionas a Surveillance measure" said that the trading in the securities of the Companysuspended w.e.f. Tuesday i.e. December 11 2018 as the company have failed to comply withthe requirements stated at para no. 3 (a) (ii) of the Exchange notice no. 20180613-29dated June 13 2018.

However pursuant to Exchange notice no. 20190723-26 dated 23rd July 2019 trading inthe securities of the company revoked w.e.f. Friday i.e. July 26 2019 as the company hascomplied with the requirements stated at para no. 3 (a) (ii) of the Exchange notice no.20180613-29 dated June 13 2018:

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 2019 your Board comprised of 4(Four) Directors out of which two areindependent directors and one women directors. Your Directors on the Board possessexperience competency and are renowned in their respective fields. All Directors areliable 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

Key Managerial Personnel

As on March 31 2019 following members holds the position of Key Managerial Personnelare:

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

During the year 2018-19 under review following events took Place in the composition:

1. Mr. Ganesh Prasad Gupta had resigned from the board owing to his personal commitmentwith effect from 05.02.2019

2. Mr. Sachin Chandrakant Gawand (DIN: 07544765) vacate office pursuant to provisionsof section 167(1)(b) of the Companies Act 2013 on 14.02.2019

3. Mrs. Sweta Sachin Gavand (DIN: 07559004) vacate office pursuant to provisions ofsection 167(1)(b) of the Companies Act 2013 on 14.02.2019

.. .

After the year 2018-19 to the date of this report following events took Place in thecomposition:

1. Mr. Dinesh kumar Maurya has resigned from the post of Company Secretary andCompliance Officer of Company w.e.f. 09/05/2019.

2. Ms. Bhavna Seth has appointed as a Company Secretary and Compliance Officer ofCompany w.e.f. 09/05/2019.

3. Mr. Patel Darshan Dineshbhai has appointed as Chief Financial Officer of Companyw.e.f. 09/05/2019.

4. Mr. Patel Akshaykumar Dineshkumar (DIN 08080080) has appointed as an AdditionalDirector in category of Non Executive - Independent Director of

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

6. Mr. Ahir Narendrakumar Ramkripal has appointed as Chief Execuive Officer of companywef. 14/06/2019.

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 compositionof remuneration is reasonable and sufficient to attract retain and motivate directors ofthe quality required to run the company successfully; b) Relationship of remuneration toperformance is clear and meets appropriate performance benchmarks; and c) Remuneration todirectors and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals. During the year under review none of the Directors of the companyreceive 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 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures; (b) the directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; (c) the directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and preventing and detecting fraud andother irregularities; (d) the directors have prepared the annual accounts for thefinancial year ended 31st March 2019 on a going concern basis; (e) the directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively;‘ 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 Five (5) times during the financial year2018-19. The meetings of Board of Directors were held on 29th May 2018 9thAugust 2018 13th November 2018 12th December 2018 and 14th February 2019

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 5 5 Yes
Anju sharma Director Non Executive- Non Independent 5 5 Yes
Sachin Chandrakant Gawand* Whole Time Director Executive- Non Independent 5 0 No
Sweta Sachin Gavand* Director Non Executive- Non Independent 5 0 No
Ganesh Prasad Gupta** Director Non Executive- Independent 5 3 Yes
Hitesh Rai Makhija Director Non Executive- Independent 5 5 Yes
Avinash Sharma Director Non Executive- Independent 5 5 Yes

*Mr. Ganesh Prasad Gupta has resigned from the board with effect from 5th February2019

** The office of Sachin Chandrakant Gawand and Sweta Sachin Gavand vacated pursuant toprovisions of section 167(1)(b) of the Companies Act 2013 w.e.f. 14th February 219.

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 intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on March 28th March 2019 during theyear 2018-19.

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 2018-19. The meetingsof Audit Committee were held on 29th May 2018 9th August 2018 13th November 2018 and14th February 2019.The Minutes of the Meetings of the Audit Committee are discussed andtaken 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
Ganesh Prasad Gupta Member 4 3
Mrs. Anju Sharma Member 4 1

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 year2018-19. The meetings of Nomination and Remuneration Committee were held on 29th May 2018and 14th February 2019.

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
Ganesh Prasad Gupta Member 2 1
Mrs. Anju Sharma Member 2 1

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 non-receipt 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 year2018-19. The meetings of Stakeholders' Relationship Committee were held on 29th May 20189th August 2018 13th November 2018 and 14th February 2019.

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 Committeeand Their Attendance at the Meetings are as follows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 4 4
Hitesh Rai Makhija Member 4 4
Ganesh Prasad Gupta Member 4 3
Mrs. Anju Sharma Member 4 1

Shareholders Meetings

There were two meeting of shareholders held during the financial year 2018-19 AnnualGeneral Meeting 24th September 2018 and Extraordinary General Meeting 18th January 2019.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. V.N. Purohit & Co. Chartered Accountants werere appointed as the Statutory Auditors of the Company to hold office up to the conclusionof the 43rd Annual General Meeting in Annual General Meeting of the Company held on 24thSeptember 2018.

3 Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year 2018-19 are givenin "Annexure D" of this report.

3 Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors' Report areself-explanatory. The Auditor's Report does not contain any qualifications reservationsadverse remarks or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Richa Dhamija and Company Company Secretaries toundertake the Secretarial Audit of the Company for the Financial Year 2018-19.

• Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financialyear 2018-19 are given in "Annexure C" of this report.

• Secretarial Auditors Observations

The Report are self-explanatory. The Auditor's Report does not contain anyqualifications reservations adverse remarks or disclaimer

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board had appointed M/sS.K. Goel & Associates Chartered Accountants as the Internal Auditors of the Companyfor the financial year 2018-19.

• Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

• Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

SIGNIFICANT AND MATERIAL ORDERS

There is no Significant Material order Passed during the Year.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013

The particulars of contracts or arrangements with related parties for the financialyear 2018-19 along with the Financial Statements in Form No. AOC-2 are given in"Annexure E" of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form No. MGT 9 are given in "Annexure F" of this Report.

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN- INE855P01033 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 95.88% of the Company's Paid-up Share Capital is in dematerialized form andbalance 4.12% is in physical form as on 31st March 2019.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES

In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof audit Committee in appropriate and exceptional cases. Accordingly ‘WhistleBlower Policy' has been formulated with a view to provide a mechanism for the Directorsand employees of the Company to approach the Ethics Counselor or the Chairman of the auditCommittee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about irregularitieswithin the Company. This policy is also posted on the website of the company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members ofthe Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Company's website www.quasarindia.in. The Codelays down the standard procedure of business conduct which is expected to be followed bythe directors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19:

• No of complaints received : 0

• No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2018-2019.

OTHER DISCLOSURES

Your Directors state that during the financial year 2018-19:

• The Company did not issue any equity shares with differential rights as todividend voting or otherwise.

• The Company did not issue any Sweat Equity shares.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

.. .

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company is in compliance with the SecretarialStandards.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act 2013 regarding Corporate Social Responsibility shallnot be applicable to companies having net worth not exceeding Rs 500 Cr or turnover notexceeding Rs 1000 Cr or net profit not exceeding Rs 5 Cr or more during any financialyear as on the last date of previous financial year. In this connection we wish toinform you that in respect of our company as on the last audited balance sheet as at March31 2019 neither the net worth exceeds Rs 500 Cr nor turnover exceeds Rs 1000 Cr nor netprofit exceeding Rs 5 Cr. Hence the provisions of Companies Act 2013 regarding CorporateSocial Responsibility would not be applicable.

CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward lookingremarks within the meaning of applicable securities laws and regulations. Many factorscould cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges with thanks thededicated efforts of all the staff and employees of the Company.

For and on behalf of the Board of Directors of
Quasar India Limited
Sd/- Sd/-
Date: 13.08.2019 Harish Kumar Anju Sharma
Place: New Delhi Director Director
DIN: 02591868 DIN:302591877