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Quess Corp Ltd.

BSE: 539978 Sector: Others
NSE: QUESS ISIN Code: INE615P01015
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NSE 00:00 | 20 Feb 544.15 -9.80
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OPEN

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OPEN 549.95
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VOLUME 4365
52-Week high
52-Week low
P/E 32.98
Mkt Cap.(Rs cr) 8,037
Buy Price 542.30
Buy Qty 2.00
Sell Price 544.85
Sell Qty 201.00
OPEN 549.95
CLOSE 556.95
VOLUME 4365
52-Week high
52-Week low
P/E 32.98
Mkt Cap.(Rs cr) 8,037
Buy Price 542.30
Buy Qty 2.00
Sell Price 544.85
Sell Qty 201.00

Quess Corp Ltd. (QUESS) - Director Report

Company director report

To the Members

The Board of Directors ("Board") of Quess Corp Limited("Quess" or "Company") with immense pleasure presenttheir Twelfth (12th) Annual Report of the business and operations of your Companytogether with the audited financial statements (standalone and consolidated basis) forthe Financial Year ended March 31 2019 ("FY19").

1. FINANCIAL RESULTS (in Crore)

Particulars Consolidated Standalone
FY19 FY18 FY19 FY18
Revenue 8526.99 6167.26 5613.08 4410.81
Less: Cost of material and stores and spare parts
262.41 142.22 129.67 123.06
consumed
Less: Employee expenses 6713.21 5079.32 4560.07 3643.02
Less: Other expenses 1086.80 591.36 615.05 405.49
EBITDA 464.58 354.36 308.28 239.24
EBITDA Margin 5.45% 5.75% 5.49% 5.42%
Add: Other Income 71.23 56.92 47.23 46.30
Less: Finance Costs 114.40 75.45 63.60 46.21
Less: Depreciation and Amortisation Expense 123.15 74.74 44.57 35.31
Add: Share of Profits in Associates (8.81) 0.36 - -
Profit Before Tax 289.45 261.46 247.34 204.02
Profit Before Tax Margin 3.39% 4.24% 4.41% 4.63%
Less: Tax Expense 32.90 (48.31) 16.06 (55.24)
Profit After Tax 256.55 309.76 231.28 259.26
Profit After Tax Margin 3.01% 5.02% 4.12% 5.88%
Add: Other Comprehensive Income/ (Losses) 6.35 (3.86) (3.03) (3.54)
Total Comprehensive income for the year 262.90 305.90 228.25 255.72
Diluted EPS (in ) 17.51 21.82 15.77 18.19

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reservesduring the year.

2. MATERIAL CHANGES

Material changes or commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelates and the date of this report are as follows:

On April 17 2019 approved additional investment in Conneqt BusinessSolutions Limited ("CBSL"):

र 193.10 Crore by way of subscription to equity shares to be issued andallotted by CBSL (the "Equity Subscription"); and Not exceeding र 210 Crore byway of subscription to Compulsorily Convertible Debentures ("CCDs") to be issuedand allotted by CBSL (together with the Equity Subscription (the "ProposedTransaction"). Pursuant to the Equity Subscription the total shareholding of Quessin CBSL will increase from 51 % to 70%. The foregoing shareholding of Quess in CBSL mayfurther increase on conversion of the CCDs.

On April 17 2019 approved investment in Allsec Technologies Limited(the "Target Company") by Conneqt Business Solutions Limited("Acquirer") subsidiary of the Company upto र 400 Crore.

Acquirer had signed definitive agreements to acquire up to 9349095Equity Shares of Target Company representing 61.35% of the total share capital of TargetCompany.

Quess is Person Acting in Concert ("PAC") along with Acquirerfor an open offer under the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations 2011.

Public Announcement for open offer for acquisition of up to 3961965fully paid up Equity Shares of

र 10/- each from shareholders of Target Company by Acquirer along withPAC was notified on April 18 2019.

Detailed Public Statement was published in the five (5) newspapereditions on April 25 2019.

On April 17 2019 Nomination and Remuneration Committee approvedallotment of 19095 Equity Shares of र 10/- each to 2 employees under Quess Stock OptionPlan - 2009 ("ESOP 2009").

On May 3 2019 acquired 100% in Greenpiece Landscape India PrivateLimited a leading end-to-end design and landscaping services Company.

On May 22 2019 approved balance investment of 30% Equity of GoldenStar Facilities and Services Private Limited ("GSFS") for र 35 Crore.Post-acquisition total shareholding will increase from 70% to 100% and GSFS will become aWholly Owned Subsidiary.

3. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI LODRRegulations the Management's discussion and analysis (MD&A) is set out in thisAnnual Report. The financial performance at glance is covered in MD&A.

4. ACQUISITIONS/ DISINVESTMENT/ DEMERGER/MERGER A. AcquisitionA.1) Simpliance Technologies Private Limited("Simpliance")

On October 19 2016 Quess had entered into an agreement to acquire 45%stake in Simpliance at an investment amount of र 2.50 Crore.

On June 04 2018 Quess had proposed additional acquisition of 8% stakein Simpliance thereby increasing Company's stake from 45% to 53%. Quess completed theacquisition for a consideration of र 2 Crore on August 10 2018.

Simpliance is a digital labour law compliance management tool thathelps organization to comply manage and monitor the health and risk status of labourlegislation in their Organization. Simpliance provides

1) Automated Compliance Management 2) End to End Compliance AuditPlatform 3) POSH Management Framework 4) Risk & Compliance Consulting Services.

Simpliance had generated revenue of र 0.94 Crore in the Financial Year2018 and deployed in more than 5000+ offices including MNCs Indian conglomeratesleading law firms and consultants.

A.2) Quess East Bengal FC Private Limited ("QEBFC")

On July 05 2018 Quess has entered into Share Subscription andShareholders' Agreement to acquire 70% stake in QEBFC. Quess has completed theacquisition for a consideration of र 10 Crore on November 16 2018.

QEBFC is established to carry on business in India or elsewhere topromote operate and organize games of football formation of clubs teams tournamentsselection of players to conduct training camps and practice all types of activitiesconnected to indoor and outdoor sports.

A.3) Qdigi Services Limited ("Qdigi")

On January 31 2018 Quess proposed to acquire 100% stake in QdigiServices Limited (formerly known as HCL Computing Products Limited) and further proposedto acquire Care business ("Identified Business") of HCL Services Limited. Quesshas completed the acquisition for a consideration of र 30 Crore on April 11 2018.

Post-acquisition the acquired business has been rebranded as‘DigiCare' to give it a distinct and unique corporate identity in the ConsumerServices space. DigiCare is amongst the leading after sales service provider for productcategories such as mobile phones consumer electronics & consumer durables in thecustomer lifecycle management space.

The acquisition added a new service line and enabled Quess' entryin high growth break fix market for consumer electronics and consumer durables. Wecurrently have about 250 service centres and have increased our geographic footprint from55 towns to 150 towns since acqusition. The acquisition gave Quess a strategic entry intothe mobile and consumer durable break-fix and repairs market across India and hascomplemented the company's offering in the Customer Lifecycle Management (CLM) space.

A.4) Greenpiece Landscapes India Private Limited("Greenpiece")

On January 24 2018 Quess proposed to acquire 90% stake in Greenpiecewith an investment of upto र 26.2 Crore. Quess has completed the transaction on May 082018 with final consideration of र 24.4 Crore.

Greenpiece is a leading end-to-end design and landscaping services firmcatering to marquee corporates. Landscaping is an adjacency to Quess Integrated FacilitiesManagement business extending Quess capabilities in this space and furtherdifferentiating our offerings.

B. Disinvestment

On June 05 2018 Quess has entered into an agreement for consideringsale of 74% equity stake in Inticore VJP Advance Systems Private Limited with aconsideration of र 2.31 Crore.

C. Scheme of Demerger

The Board of Directors of the Company have adopted and approved theScheme of Arrangement and Amalgamation amongst Thomas Cook (India) Limited("TCIL") Travel Corporation (India) Limited ("TCI") TC TravelServices Limited (Formerly known as TC Travel and Services Limited) ("TCTSL")TC Forex Services Limited (Formerly known as Tata Capital Forex Limited) ("TCF")and SOTC Travel Management Private Limited (Formerly known as SITA Travels and ToursPrivate Limited) ("SOTC") and Quess Corp Limited and their respectiveshareholders ("Scheme") under Sections 230 to 232 read with Sections 52 55 and66 of the Companies Act 2013 at their meeting held on April 23 2018. Thereafter theScheme was amended by Audit Committee by way of circulation and approved by theAdministration and Investment Committee of the Board of Directors at their meeting held onDecember 19 2018.

The Company has filed the Scheme along with other documents as perchecklist on January 08 2019 with BSE Limited ("BSE") and National StockExchange of

India ("NSE"). The Company has received no objectioncertificate from BSE and NSE on May 21 2019 and May 22 2019 respectively.

The Company has filed the Scheme along with other documents as perchecklist on January 08 2019 with BSE Limited ("BSE") and National StockExchange of India

(" NSE"). The Scheme is under process with Securities

Exchange and Board of India ("SEBI").

D. Merger of wholly owned Subsidiary

On October 25 2018 the Board of Directors had accorded its approvalfor merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services PrivateLimited CentreQ Business Services Private Limited Coachieve Solutions Private Limitedand Master Staffing Solutions Private Limited) with Quess.

The Administration and Investment Committee of the Board of Directorsof the Company vide its meeting dated March 26 2019 approved the draft scheme as placedbefore the Board.

The scheme was duly intimated to the Exchange (NSE and BSE) on March27 2019.

The scheme was filed with the Registrar of Companies at Bengaluru onMarch 28 2019.

Details of Subsidiaries and Associates during FY19.

As on March 31 2019 the Company had 39 Subsidiaries and associateCompanies (Indian & Foreign entities). A statement containing salient features offinancial statement of subsidiaries in form AOC-1 is attached to the financial statementsin accordance with Section 129 of Companies Act 2013 (referred to as "CA 2013").

Further pursuant to Section 136 of CA 2013 financial statements of theCompany consolidated along with relevant documents and separate audited accounts inrespect of subsidiaries are available on the website of the company.

5. DIVIDEND

The Board of Directors have decided to reinvest its earning in newbusiness opportunities rather than recommending any dividend to be paid out of the profitsfor the financial year under review. Pursuant to SEBI notification dated July 08 2016the Board of Directors of the Company have formulated a Dividend Distribution Policy("the Policy"). The dividend if any to be declared in future will bepaid out as per Dividend Distribution Policy and depend on a number of factors includingbut not limited to the Company's profits capital requirements overall financialcondition contractual restrictions and other factors considered relevant by the Board.

The Policy is uploaded on the Company's website at https://www.quesscorp.com/category/corporate-governance/

6. SHARE CAPITAL

During the financial year under the review there has been nochange in the Authorised Capital of the Company. However the paid-up Equity Share Capitalof the Company as on March 31 2019 was र 146.08 Crore as compared to र145.48 Crore in theprevious year. The increase in share capital is due to the issue of 600655 Equity Sharesto employees pursuant to Quess Corp Employees' Stock Option Scheme 2009 (Amended) ata face value of र 10/- each on September 26 2018 The Company has neither issued anyEquity Shares with Differential rights as to dividend voting or otherwise nor has issuedany Sweat Equity Shares to the employees or Directors of the Company under any scheme. Ason March 31 2019 none of the Directors hold equity shares of the Company except Mr. AjitIsaac 17654674 Equity

Shares; Mr. Subrata Nag 68154 Equity Shares; Mr. Pravir Kumar Vohra1000 Equity Shares and Ms. Revathy Ashok 150 Equity Shares of the Company.

The Company has not issued any debentures bonds or any non-convertiblesecurities during the financial year under review.

7. FINANCIAL LIQUIDITY

The Company maintains exposure in Cash and cash equivalents termdeposit with Banks investment in treasury bills government securities and derivativeinstrument with financial institution. Cash and cash equivalents as at March 31 2019 wereर 623.96 Crore (Previous year र 1033.91 Crore).

8. CREDIT RATING

In order to comply with Basel-II guidelines your Company has got therating done by ICRA Limited for the Company's long term and short term borrowings.

Instrument Name of Credit rating Agency Date on which credit rating was obtained Revision in the credit rating if any Reason for downward revision if any
Long-term fund based limits Upgraded to [ICRA] AA from [ICRA]AA- NA
Non-Convertible Debentures ICRA February 27 2019 Upgraded to [ICRA] AA from [ICRA]AA- NA
Short-term fund based limits [ICRA]A1+; Reaffirmed NA
Short-term Non- fund based limits [ICRA]A1+; Reaffirmed NA
Commercial Papers [ICRA]A1+; Reaffirmed NA

9. DEPOSITS

The Company has not accepted deposits from the public/ membersunder Section 73 of the CA 2013 read with the Companies (Acceptance of Deposits) Rules2014.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retiring byRotation

In accordance with the provisions of Section 152 of the CA 2013 andArticles of Association of the Company Mr. Madhavan Karunakaran Menon who has beenlongest in the office is due to retire by rotation at the forthcoming Annual GeneralMeeting ("AGM") and being eligible offers himself for re-appointment.The Board recommends his reappointment in the forthcoming AGM.

Declaration of Independence

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the CA 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 (" SEBI LODR Regulations").

Board Evaluation

One of the key functions of the Board is to monitor and review theBoard evaluation framework. The Board of Directors has carried out an annual evaluation ofits own performance Board committees and individual Directors pursuant to the provisionsof the Sections 134 178 and Schedule IV of the CA 2013 and Regulation 17 of the SEBI LODRRegulations and the corporate governance requirements as prescribed by SEBI LODRRegulations.

The performances of the Independent Directors were evaluated by theBoard after seeking inputs from all the directors on the effectiveness and contribution ofthe Independent Directors.

The performance of the Committees were evaluated by the Board afterseeking inputs from the Committee members on the basis of the criteria such as thecomposition of Committees effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee

("NRC") reviewed the performance of the individualDirectors on the basis of the criteria such as the contribution of the individual Directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the Board meeting that followed themeeting of the Independent Directors at which the performance of the Board itsCommittees and individual Directors was also discussed.

Key Managerial Personnel

During the year under review

Mr. Sudershan Pallap resigned from the office of Vice President- Legal& Company Secretary of the Company w.e.f June 23 2018.

Mr. Rajesh Kumar Modi was appointed as the Vice

President- Legal & Company Secretary of the Company w.e.f June 232018 and resigned from the office of Vice President Legal & Company Secretary onNovember 09 2018.

Mr. Kundan K Lal was appointed as the Vice President- Legal &Company Secretary of the Company w.e.f April 17 2019.

11. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134(3) (c) of the CA 2013: 1. in the preparation of the accounts forthe year ended March 31 2019 the applicable accounting standards have been followed andthere are no material departures from the same; 2. the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2019 and of the profit of the Company for the year underreview; 3. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the CA 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; 4. the Directors have prepared annual accounts of the Company on a‘going concern' basis; 5. the Directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and 6. the Directors have devised proper systemsto ensure compliance with the provision of all applicable laws and that such systems wereadequate and operating effectively.

12. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business and that theprovisions of Section 188 of the CA 2013 and the Rules framed thereunder are notattracted. Thus a disclosure in Form AOC-2 in terms of Section 134 of the CA 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. All related partytransactions are mentioned in the Notes to the Financial Statements. The Company hasdeveloped a framework through Standard Operating Procedures for the purpose ofidentification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee asalso before the Board for approval. A statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis.

The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company viz. www.quesscorp.com.

None of the Directors has any pecuniary relationship or transactionsvis--vis the Company except remuneration and sitting fees.

13. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATIONPOLICY

In compliance with the provisions of the CA 2013 and SEBI LODRRegulations the Board on the recommendation of the

Nomination and Remuneration Committee ("NRC")approved the Policy for Selection Appointment and of Directors.

The aforesaid Policy provides a framework to ensure that suitable andefficient succession plans are in place for appointment of Directors on the Board so as tomaintain an appropriate balance of skills and experience within the Board. The Policy alsoprovides for selection criteria for appointment of Directors viz. educational andprofessional background general understanding of the Company's business dynamicsglobal business and social perspective personal achievements and Board diversity.

14. AUDITORS

(a) Auditors report

The Auditors report for FY19 does not contain any qualificationreservation or adverse remark for the year under review. The Auditors report is enclosedwith the financial statements in this Annual report.

(b) Statutory Auditors

Pursuant to the provisions of Section 139 of the CA 2013 and therules frame thereunder Messrs Deloitte Haskins & Sells LLP Chartered Accountants(Firm Registration No.117366 W/W 100018) were appointed as Statutory

Auditors of the Company at the 11th Annual General Meeting held on July26 2018 to hold office from the conclusion of the 11th Annual General Meeting till theconclusion of the 16th Annual General Meeting subject to ratification of theirappointment at every Annual General Meeting ("AGM").

However as per Companies (Amendment) Act 2017 effective from May 072018 the provisions relating to ratification of the appointment of Statutory Auditors atevery AGM is not required.

(c) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the CA 2013 and theCompanies (Appointment and Remuneration ofManagerialPersonnel)Rules2014theBoardhasappointed

Messrs SNM & Associates Company Secretaries as its

Secretarial Auditors to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed as Annexure-I and forms anintegral part of this report. There is no secretarial audit qualification reservation oradverse remark for the year under review.

Pursuant to Regulation 24A of SEBI LODR Regulation a SecretarialCompliance Report for the year ended March 31 2019 is annexed as Annexure B and aCertificate regarding status of Directors as required under schedule V para C Clause10(i) of SEBI LODR Regulation is annexed.

15. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

During the year under review neither the Statutory Auditors nor thesecretarial auditors have reported to the Audit Committee under Section 143(12) of the CA2013 any instances of fraud committed against the Company by its officers or employees.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE CA 2013 The provisions of Section134(3) (m) of the CA 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption do not apply to the Company.The Company has however used information technology extensively in its operations.

The details of Foreign exchange earnings and outgo are given below:Expenditure in foreign currency: र 4.87 Crores Earnings in Foreign Currency: र 12.98Crores

17. RISK MANAGEMENT POLICY

The Board of the Company has adopted the Risk Management Policy inorder to assess monitor and manage risk throughout the Company. The Audit Committee hasadditional oversight in the area of financial risks and control. Major risks identified bythe businesses and functions are systematically addressed through mitigating actions on acontinuing basis.

Risk is an integral part of the Company's business and sound riskmanagement is critical to the success of the organization.

The Risk Management policy as approved by the Board is displayed onthe website of the Company at https://www. quesscorp.com/category/corporate-governance/

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Quess believes in creating significant and sustainable societalvalue inspired by a vision to actively contribute to the community by creating a positiveimpact on the lives of people. The CSR initiatives are primarily carried out through theCareWorks Foundation (CWF) a non-profit initiative established in January 2014.

Your Company continued the social development schemes initiated inprevious years along with some new initiatives. These projects covered the broad thematicareas of Education Health & Sanitation that are compliant with CA 2013.

In compliance with Section 135 of the CA 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established theCorporate Social Responsibility Committee (CSR Committee).

The Board has adopted the CSR Policy as formulated and recommended bythe CSR Committee and is available on Company's website athttps://www.quesscorp.com/category/ corporate-governance/

The disclosure of contents of CSR policy pursuant to clause (o) ofsub-section (3) of section 134 of CA 2013 and Rule 9 of the Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as Annexure -II to the Board'sReport.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

There were no significant and material orders passed by theRegulators Courts or Tribunals that would impact the going concern status of the Companyand its future operations.

20. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

As per Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has constituted anInternal Complaints Committee for redressal of complaints against sexual harassment. Therewere no complaints/cases filed/ pending with the Company during the financial year.

During FY19 the Company has received 8 complaints of these allcomplaints have been resolved. The Company has conducted 20 classroom and onlineworkshops/ awareness programs on prevention of sexual harassment.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company in accordance with the provisions of the Section 177(9)of the CA 2013 and Regulation 22 of SEBI LODR Regulations has established a vigilmechanism for Directors and employees to report genuine concerns to the management viz.instances of unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct.

The Company has adopted the Whistle-blower Policy which provides foradequate safeguard against victimization of persons and has a provision for direct accessto the Chairperson of the Audit Committee. The details of the same are explained in theCorporate Governance Report.

The Policy is also available on the Company's website athttps://www.quesscorp.com/QInv/QPolicies/Quess-Whistleblower-Policy.pdf

22. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI LODRRegulations the Company has adopted best corporate practices and is committed toconducting its business in accordance with the applicable laws rules and regulations.

A report on Corporate Governance forms a part of this Annual Report.

No. of meetings of the Board

During the year under review six (06) Board meetings were held onApril 23 2018 May 17 2018 June 23 2018 July 26 2018 October 25 2018 and January24 2019.

The details of the Composition of the Board the attendance of theDirectors at the Board Meetings are provided in the Corporate Governance Report. TheCompany has complied with the applicable provisions of the CA 2013 and applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

The Board Diversity policy adopted by the Board sets out its approachto diversity. The policy is available on our website at www.quesscorp.com.

23. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2)of SEBI LODR Regulations for the year under review is annexed as Annexure – IIIto the Boards' Report and forms an integral part of this report.

24. EMPLOYEE STOCK OPTION PLAN (ESOP) AND EMPLOYEE SHARE PURCHASESCHEME (ESPS)

Presently the Company has two schemes viz Quess Corp Employees'Stock Option Scheme 2009 (Amended) ("ESOP 2009") and Quess Corp LimitedEmployees' Stock Option Scheme 2015 ("ESOP 2015").

The disclosures with respect to ESOP 2009 and ESOP 2015 as required bythe Securities and Exchange Board of India (SEBI) (Share Based Employee Benefits)Regulations 2014 have been annexed as Annexure – IV the Boards' Report.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134 (3) (a) and Section 92 (3) of the CA 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 an extractof annual return in the prescribed format is appended as Annexure- V to theBoard's

Report.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Corporate Guarantees and Investments covered under Section 186of the CA 2013 forms part of the notes to the Financial Statements provided in this AnnualReport.

27. PARTICULARS OF EMPLOYEES

The disclosure with respect to the remuneration and other detailsas required under Section 197(12) of the CA 2013 read with the Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure-VI and forms an integral part of this

Report.

The Statement containing number of employees pursuant to Section 197(2)of the CA 2013 and Rule 5(2) & 5(3) of the Companies ( Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended forms part of the Anuual Report. As per theprovisions of Section 136 of the CA 2013 the reports and financial statements are beingsent to Shareholders of the Company and other Stakeholders entitled thereto excludingstatement containing particulars of employees.

The copy of said statements is available at the registered office ofthe Company during the business hours on working days of the Company up to the date of theensuing Annual General Meeting. Any Shareholder interested in obtaining such details maywrite to the Company Secretary of the Company.

28. ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense ofappreciation for the contribution made by all of Quess' employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support andco-operation your Company has been receiving from its customers dealers agentssuppliers investors and bankers for their continued support and faith reposed in theCompany.

Your Directors also take this opportunity to thank all ShareholdersClients Vendors Government and Regulatory Authorities and Stock Exchanges for theircontinued support.

29. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysismay contain certain statements describing the Company's objectives expectations orforecasts that appear to be forward-looking within the meaning of applicable securitieslaws and regulations while actual outcomes may differ materially from what is expressedherein.

The Company is not obliged to update any such forward-lookingstatements. Some important factors that could influence the Company's operationsinclude global and domestic economic developments competitor behaviour changes ingovernment regulations tax laws and litigation.

For Quess Corp Limited
Sd/-
Date : May 22 2019 Ajit Isaac
Place : Bengaluru Chairman & Managing Director