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Quasar India Ltd.

BSE: 538452 Sector: Others
NSE: N.A. ISIN Code: INE855P01033
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VOLUME 14
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52-Week low 50.25
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Quasar India Ltd. (QUASARINDIA) - Director Report

Company director report

BOARD'S REPORT

To The Members

Your Directors have pleasure in presenting the 38th Annual Report togetherwith the Audited Statement of Accounts for the Financial Year ended March 31 2017.

FINANCIAL PERFORMANCE/ SUMMARY

Particular Current Year 2016-17 Previous Year 2015-16
Revenue from Operations 4690000 6521500
Total revenue (including other 7640607 10431517
income)
Total Expenses: 7481355 9349093
Profit before tax 159252 1082424
Tax Expenses:
Less: Current tax 49266 349400
Add: Deferred tax (560) (4920)
Profit after tax 110546 737944

DIVIDEND

To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2016-2017. The Board assures you to present a muchstrong financial statements in coming years.

SHARE CAPITAL

During the year under review the company has not issued any shares or debentures or anyother convertible instruments.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

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.

TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend therefore the Company has not proposesto carry any sum to the General Reserves of the Company for the period underconsideration.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS

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.

DETAILS OF SUBSIDIARY JOINT VENTURE ASSOCIATE COMPANIES DURING THE YEAR

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 and Joint Venture companies.

AUDITORS

Statutory Auditor

M/s V.N. Purohit & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company to hold the office until the conclusion of the 39th AGM which was subjectto the ratification at every AGM. As per the provisions of Section 139 of the CompaniesAct 2013 the appointment of Statutory Auditors is required to be ratified by members atevery Annual General Meeting. Accordingly the appointment of M/s. V.N. Purohit & Co.Chartered Accountants as Statutory Auditor of the Company is placed for ratification bythe shareholders.

Accordingly the Board recommends to the members of the Company for ratification ofappointment of M/s V.N. Purohit & Co. Chartered Accountants as Statutory Auditors ofthe Company.

Auditor's Report

All Observations made in the Independent Auditors' Report and Notes forming part of theFinancial Statements are self explanatory and do not call for any further comments undersection 197(12) of the Companies Act 2013 Except: (i) However the company has not passedspecial resolution of members in respect of loans investments guarantees and securitygiven above the limit as prescribed under Section 186 of the Companies Act 2013 andaccordingly has not complied with such provisions;

Response of Board of Directors: With respect to compliance of Section 186 of CompaniesAct 2013 the board assures that it will take necessary steps to comply the provisionsof Section 186 of Companies Act 2013 at the earliest.

Secretarial Auditor

M/s. Akhilesh & Associates Practicing Company Secretary was appointed by the Boardto conduct the secretarial audit of the Company for the F.Y 2016-2017 as required underSection 204 of the Companies Act 2013 and Rules made there under. The Secretarial AuditReport for FY 2016-2017 forming part of the annual report as Annexure I.

Internal Auditor

Mr. Sandeep Kumar performs the duties of internal auditors of the company and itsreport for F.Y. 2016-2017 is reviewed by the Audit Committee from time to time.

SIGNIFICANT AND MATERIAL ORDERS

There is no Significant Material order Passed during the Year.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of annualreturn in the prescribed format MGT-9 is appended as Annexure II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of business.

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 2017 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. 2016-2017 F.Y.2015-2016
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 Year 2017 Year 2016
1 Foreign Exchange earning Nil Nil
2 Foreign exchange outgoing Nil Nil

RISK MANAGEMENT POLICY

The Company has implemented Risk Management Policy and the Board of Directors hasprepared a comprehensive framework of risk management for assessment of risks and todetermine the responses to these risks so as to minimize their adverse impact on theorganization. The policy as approved by the Board of Directors is uploaded on Company'swebsite http://www.quasarindia.in/investor.php

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 2017 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1000 Cr nornet profit exceeding Rs. 5 Cr. Hence the provisions of Companies Act 2013 regardingCorporate Social Responsibility would not be applicable.

NUMBER OF MEETINGS OF THE BOARD

The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. The Board of Directors of the Company met Seven (7) times during the financialyear 2016-17 i.e. 30th May 2016 28th July 2016 12thAugust 2016 02nd September 2016 11th November 2016 10th February2017 and 01st March 2017.

Details of attendance of board meetings by directors of the Company are as follows:

Name of the Director Nos. of meetings attended
Mr. Ankit Agarwal* 2
Ms.Usha Sharma* 2
Mr. Ganesh Prasad Gupta 6
Mr. Sachin Chandrakant Gawand* 5
Ms. Sweta Sachin Gavand* 5
Mr. Avinash Sharma# 1
Mr. Hitesh Rai Makhija# 1

Mr. Ankit Agarwal and Ms. Usha Sharma has resigned from the office of Board w.e.f 28thJuly 2016 Mr. Sachin Chandrakant Gawand and Ms. Sweta Sachin Gavand has beenappointed as an Additional Directors in the Board Meeting held on 28th July2016.

Mr. Avinash Sharma and Mr. Hitesh Rai Makhija has been appointed in the Board Meetingheld on March 01 2017 as an Additional Independent Directors of the Company.

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

The Board has constituted the Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and 2 Directors out of 3 members have financial management expertise.As on the date of this report the Audit Committee comprises of the following Directors ason 31st March2017:

S. No Name of the Member Category
1. Mr. Avinash Sharma Chairman & Member
2. Mr. Hitesh Rai Makhija Member
3. Mr. Ganesh Prasad Gupta Member

The Audit Committee met Four [4] times during the financial year 2016-17 on [25thMay 2016 10th August 2016 11th November 2016 and 10thFebruary 2017]. Details of attendance of meetings by directors are as follows:

Name of the Member Nos. of meetings attended
Mr. Ganesh Prasad Gupta 4
Mr. Sachin Chandrakant Gawand 3
Ms. Sweta Sachin Gavand 3
Mr. Ankit Agarwal* 1
Ms. Usha Sharma* 1
Mr. Avinash Sharma NIL
Mr. Hitesh Rai Makhija NIL

*Audit Committee were re-constituted effective from July 25 2016 where Mr. SachinChandrakant Gawand and Ms. . Sweta Sachin Gavand was inducted in place of Mr. AnkitAgarwal and Ms. Usha Sharma

**Audit Committee were re-constituted effective from March 01 2017 where Mr. AvinashSharma and Mr. Hitesh Rai Makhija was inducted in place of Mr. Sachin Chandrakant Gawandand Ms. Sweta Sachin Gavand.

During the year under review the Board accepted all the recommendations made by theAudit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Company Re-constituted its Nomination and Remuneration Committee in terms ofrequirement of Companies Act 2013. This Committee comprises of the following Directors ason 31st March2017:

S. No. Name of the Member Category
1. Mr. Avinash Sharma Chairman & Member
2. Mr. Hitesh Rai Makhija Member
3. Mr. Ganesh Prasad Gupta Member

The Nomination and Remuneration Committee has met two [2] times during the financialyear 2016-17 on [28th April 2016] [27th February 2017] .

Details of attendance of meetings by directors are as follows:

Name of the Member Nos. of meetings attended
Mr. Ganesh Prasad Gupta 1
Mr. Sachin Chandrakant Gawand 1
Ms. Sweta Sachin Gavand 1
Mr. Ankit Agarwal* 1
Ms. Usha Sharma* 1
Avinash Sharma NIL
Hitesh Rai Makhija NIL

*Nomination and Remuneration Committee were re-constituted effective from July 252016 where Mr. Sachin Chandrakant Gawand and Ms. Sweta Sachin Gavand was inducted inplace of Mr. Ankit Agarwal and Ms. Usha Sharma

** Nomination and Remuneration Committee were re-constituted effective from March 012017 where Mr. Avinash Sharma and Mr. Hitesh Rai Makhija was inducted in place of Mr.Sachin Chandrakant Gawand and Ms. Sweta Sachin Gavand.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company had constituted its Stakeholder Relationship Committee in terms ofrequirement of Companies Act 2013. This Committee comprises of the following Directors ason 31st March2017:

S. No. Name of the Member Category
1. Mr. Avinash Sharma Chairman & Member
2. Mr. Hitesh Rai Makhija Member
3. Mr. Ganesh Prasad Gupta Member

The Stakeholder Relationship Committee has not met during the Year.

*Stakeholder Relationship Committee were re-constituted effective from July 25 2016where Mr. Sachin Chandrakant Gawand and Ms. . Sweta Sachin Gavand was inducted in place ofMr. Ankit Agarwal and Ms. Usha Sharma

** Stakeholder Relationship Committee was reconstituted effective from March 01 2017where Mr. Avinash Sharma and Mr. Hitesh Rai Makhija was inducted in place of Mr. SachinChandrakant Gawand and Ms. Sweta Sachin Gavand.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent directorsto maintain the independence of the board separate its function of Governance andManagement. As on March 31 2017the Board consists of 5 members One Executive OneNon-Executive director and three are Independent Directors. The Board periodicallyevaluates the need for change in its composition and its size.

We affirm that remuneration paid to the directors is as per the terms laid out in theremuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

BOARD EVALUATION

SEBI (LODR) Regulations 2015 mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the board on its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.

The evaluation of all the directors and the board as a whole was conducted based on thecriteria and frame work adopted by the Board. The evaluation process has been explained inthis Annual report. The Board approved the evaluation results as collated by thenomination and remuneration committee.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every new independent director of the board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/ senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a director. The format of the letter of appointment is available on our website i.e.http://www.quasarindia.in/investor.php

INDUCTIONS

During the Year under review Composition of the Board has been Changed on therecommendation of Nomination and Remuneration Committee the Board has appointed Mr.Sachin Chandakant Gawand as a Whole time Director of the Company w.e.f 28/07/2016 and Ms.Sweta Sachin Gavand as Non-Executive Director of the Company.

Mr. Hitesh Rai Makhija and Mr. Avinash Sharma as an Additional Independent Director ofthe Company w.e.f 01.03.2017.

Mr. Hitesh Rai Makhija and Mr. Avinash Sharma Additional Independent Director has givendeclaration that they meets the criteria of Independence as laid down under Section 149(6)of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

DETAILS OF KEY MANAGERIAL PERSONNEL

The following 2 (Two) persons were formally appointed/ designated as Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.

1. Mr. Sachin Chandrakant Gawand– Whole Time Director

2. Mr. Dinesh Kumar Maurya- Company Secretary and Compliance Officer

*Mr. Narendra Kumar Gaur has been resigned from the post of Chief Financial Officer& Key Managerial Personnel of the Company w.e.f. 13/07/2017.

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(http://www.quasarindia.in/investor.php) 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.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

Particulars of Loans and Guarantees are provided in the Financial Statements of theCompany.

RELATED PARTY TRANSACTIONS

The Company has not entered into a contract and arrangements with related party andcomplied with the provisions of section 188 of the Companies Act 2013.

PARTICULARS OF EMPLOYEE

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Directors Ratio to median remuneration#
Mr. Ankit Agarwal N.A.
Ms. Usha Sharma N.A.
Mr. Sachin Chandrakant Gawand N.A
Mr. Sweta Sachin Gavand N.A
Mr. Ganesh Prasad Gupta N.A
Mr. Hitesh Rai Makhija N.A
Mr. Avinash Sharma N.A

# No Remuneration was paid to directors during the year under review. ii) Thepercentage increase in remuneration of each Director Chief Executive Officer ChiefFinancial Officer Company Secretary or Manager if any in the Financial Year:

No Remuneration was paid to Directors and CFO of the company during the year underreview and preceding year. Hence percentage increase in remuneration cannot be computedw.r.t remuneration to the Company Secretary there is no percentage increase inremuneration during the year under review as compared to previous year.

iii)The percentage increase in the median remuneration of employees in the financialyear: NIL

iv) the number of Permanent employees on the rolls of the company : 5

v) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There wasno increase in the salaries of employees and managerial personnel in the last financialyear. Hence the comparison between the two cannot be made.

vi) Affirmation that the remuneration is as per the remuneration policy of the company:It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION ORMANAGERIAL PERSONNEL) RULES 2014

There is no directors/employees in the Company for which disclosure have to be madeunder the provisions of Rule 5 (2) & (3) of the Companies (Appointment andRemuneration or Managerial Personnel) Rules 2014.

A. Names of top ten employees in terms of remuneration drawn during the financial year2016-17:

Name & Designation Age (in Years) Remuneration Received Nature of Employment (Contractual or otherwise) Qualification& Experience Date of commenc ement of Employm ent Last Employment %of Equity Share held Whether Related to Director or Manager
Ram paswan (Office Executive) 35 180000 Regular 12th Pass 01/04/2 016 N.A 0 No
Ankita Goyal (Office Executive 25 120000 Regular Graduate 01/10/ 2016 N.A 0 No
Ashish Kumar (Office Executive 28 108000 Regular Graduate 05/10/ 2016 N.A 0 No
Kashi Agarwal (Office Executive 32 102000 Regular 12th Pass 06/10/ 2016 N.A 0 No
Ankit Pathak (Office Executive 35 120000 Regular Graduate 07/10/ 2016 N.A 0 No

B. Names of employees who are in receipt of aggregate remuneration of not less thanrupees one crore and two lakh if employed throughout the financial year 2016-17:

Name & Designatio n Age (in Years ) Remunerati on Received Nature of Employm ent (Contractu al or otherwise) Qualificat ion & Experienc e Date of commenceme nt of Employment Last Employm- Ent %of Equity Share held Whether related to Director or Manager

NIL

C. Name of employee whose remuneration in aggregate was not less than eight lakh andfifty thousand per month if employed for part of the financial year 2016-17:

SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual harassment policy in line with therequirements of the sexual harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. During the Year 2016-2017 no complaints were received by theCompany related to sexual harassment.

BUSINESS RESPONSIBILITY REPORT

The same is not applicable to our Company. Since no initiative with respect toenvironmental social etc has been taken.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of the provisions of Section 133 of the Companies Act 2013 and read with Rule7 of the Companies (Accounts) Rules 2014 the provisions of the Act (to the extentnotified) and guidelines issued by the Securities and Exchange Board of India (SEBI).There are no material departures from prescribed accounting standards in the adoption ofthese standards. The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed.

• The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period.

The directors have taken proper and sufficient care towards the maintenance of adequate• accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• The directors had prepared the annual accounts on a going concern basis.

• The directors have laid down internal financial controls which are adequate andare operating effectively.

• The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay StockExchange Ltd). The Company has already paid listing fees for the financial Year 2016-17.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

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/-
Place: New Delhi Sachin Chandrakant Gawand Sweta Sachin Gavand
Date: 02.09.2017 Whole Time Director Director
DIN: 07544765 DIN:07559004