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Quest Financial Services Ltd.

BSE: 539962 Sector: Financials
NSE: N.A. ISIN Code: INE064D01012
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NSE 05:30 | 01 Jan Quest Financial Services Ltd
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VOLUME 34592
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Buy Price 0.19
Buy Qty 909.00
Sell Price 0.20
Sell Qty 2999.00
OPEN 0.19
CLOSE 0.19
VOLUME 34592
52-Week high 0.26
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.19
Buy Qty 909.00
Sell Price 0.20
Sell Qty 2999.00

Quest Financial Services Ltd. (QUESTFINANCIAL) - Director Report

Company director report

Dear Members

The Directors of the Company have pleasure in presenting the 39thAnnual Report of the Company together with Audited Accounts for the year ended March 312019.

1. Financial Summary and Highlights

The highlights of the financial performance of the Company for thefinancial year ended March 31 2019 as compared to the previous financial year are asunder:-

(Rs. in lacs)

Particulars Standalone
2018-19 2017-18
Total Revenue 18.95 52.85
(Less): Total Expenditure (280.42) (2444.42)
Profit/(Loss) before Exceptional & Extraordinary Items (261.48) (2391.57)
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit/(Loss) Before Tax (261.47) (2391.57)
(Less): Provision for Current Tax - -
(Less): Contingent provision for Standard Assets - -
Net Profit/(Loss) after Tax (261.47) (2391.57)
(Less): Transfer to Statutory Reserve - -
Add/(Less): Share of Subsidiaries attributable to Minority - -
Interest
Add/(Less): Brought forward from previous year (2771.19) (379.62)
Balance carried to Balance Sheet (3032.66) (2771.19)

2. Dividend.

Company has registered loss of Rs. 261.47 lakhs before taxes during thefinancial year under review as against loss of Rs. 2391.57 lakhs during the previousfinancial year. Due to loss the Board of Directors (hereinafter referred to as "theBoard") not recommended any dividend for the financial year under review.

3. The amount proposed to be carried to reserves.

During the year considering the operating performance of the Companyit has not transferred any amount in any reserves.

4. Change in Share Capital

During the year under review there has been no change in theAuthorised or Paid-up Share Capital.

The Authorised Share Capital of the Company stands at Rs.1233400000/- divided into 123340000 Equity Shares of Rs. 10 each. The Paid-up ShareCapital of the Company is Rs. 1233165000/- divided into 123316500 Equity Shares ofRs. 10/- each.

5. Listing.

The equity shares of the Company are listed on the Calcutta StockExchange Limited and BSE Limited. The shares of the Company got listed and admitted todealings on the BSE Ltd. w.e.f. July 07 2016.

6. Corporate Governance Report

Your Company has been complying with all the requirements of the codeof Corporate Governance as specified by SEBI. A separate report on Corporate Governanceis furnished as a part of the Directors' Report.

In terms of Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") Certificate issued by a Company Secretary in whole time practiceregarding compliance of condition of Corporate Governance is annexed to theDirectors' Report.

7. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended onMarch 31 2019 in Form MGT-9 pursuant to section 92(3) of the Companies Act 2013(hereinafter referred to as the "Act") and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is appended to the Directors'

Report in Annexure-I

Further the Annual Return in Form MGT-7 for the financial year ended31.03.2019 will be uploaded on the website of the Company Via the link:https://www.questfinancial.in

8. Directors & Key Managerial Personnel. a. Board of Directors

As on 31st March 2019 the composition of the Board is asunder:

a) Mr. Bijay Kumar Agarwal (DIN-00634259) Chairperson (Non-Executive Independent);
b) Mr. Kishan Kumar Jajodia (DIN-00674858) Non-Executive Non-independent Director;
c) Mr. Rabindra Kumar Hisaria (DIN-05170751) Non-Independent Executive Director;
d) Mrs. Jyoti Lohia (DIN-07113757) Independent Non-Executive Director;
e) Mr. Tarun Laha (DIN-07477757) Independent Non-Executive Director;

Mr. Amit Jajodia (DIN-02291113) resigned from the Board as anNon-Independent Non-Executive Director with effect from 4th February 2019 onaccount of pre-occupation. Further Mr. Prakash Kumar Jajodia (DIN-00633920) resigned fromthe Board as Managing Director with effect from 12th February 2019 on accountof preoccupation.

Mr. Tarun Laha (DIN-07477757) was appointed as an Additional Director(Independent Non-executive category) of the Company with effect from 12thFebruary 2019. Accordingly he holds office till the ensuing 39th AnnualGeneral Meeting (AGM) where he proposed to be appointed for a period of five years fromthe conclusion of the 39th AGM. The Board feels that his association with theCompany would be of immense benefit to the Company.

The remaining Independent Directors (i.e. Mr. Bijay Kumar Agarwal(DIN-00634259) and Mr. Rabindra Kumar Hisaria (DIN-05170751)) hold office till theconclusion of the 39th AGM to be held in the calendar year 2019. In terms ofthe provisions of Section 149(10) of the Act it is proposed to appoint them for a furtherperiod of five years. The Board is of the view that the continued association of Mr.Bijay Kumar Agarwal (DIN-00634259) and Mr. Rabindra Kumar Hisaria (DIN-05170751) willbenefit the Company given their knowledge experience and contribution to Boardprocesses.

Further Mrs. Jyoti Lohia (DIN-07113757) was appointed as anon-retiring Independent Director of the Company to hold office from the conclusion of the35th AGM till the conclusion of 40th Annual General Meeting or tillsuch earlier date to conform with the policy on retirement and as may be determined by anyapplicable statutes rules regulations or guidelines.

Mr. Kishan Kumar Jajodia (DIN-00674858) Non-Executive Non-independentDirector retires by rotation at the ensuing 39th AGM where he presents himselffor re-appointment.

b. Company Secretary.

Company has not appointed Company Secretary as per the provision ofsection 203 of the Companies Act 2013.

c. Chief Financial Officer.

Mr. Rabindra Kumar Hisaria is the Chief Financial Officer of theCompany.

d. Names of companies which have become or ceased to be itssubsidiaries joint ventures or associate companies during the year

As on March 31 2019 the Company does not have any subsidiaries jointventures and associate Companies.

Further In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules2014 the disclosure on subsidiaries companies is made hereunder:

? The names of companies which have become its subsidiaries during theperiod under review

None of the Companies have become Subsidiaries during the period underreview.

? The names of companies which have ceased to be its subsidiariesduring the period under review:

Name of the Company
1. Zamira Agriculture Limited
2. Zamira Builders Limited
3. Zamira Floriculture Limited
4. Zamira Highrise Limited
5. Zamira Horticulture Limited
6. Zamira Moonview Limited
7. Zamira Projects Limited
8. Zamira Riverview Limited
9. Zamira Seaview Limited
10. Zamira Sunshines Limited
11. Belisma Agriculture Limited
12. Belisma Construction Limited
13. Belisma Floriculture Limited
14. Belisma Highrise Limited
15. Belisma Horticulture Limited
16. Belisma Moonview Limited
17. Belisma Projects Limited
18. Belisma Riverview Limited
19. Belisma Seaview Limited
20. Belisma Sunshine Limited

9. Number of Meetings of the Board

The Board met five (5) times during the Financial Year under review.The details thereof including the attendance of the Directors is provided in theCorporate Governance Report which is annexed to this Report.

Further one exclusive meeting of the Independent Directors pursuantto Schedule IV of the Companies Act 2013 and sub-regulation 3 of Regulation 25 of theListing Regulations was held on 12/02/2019.

The Meetings were held in accordance with the provisions of the Actthe Listing Regulations and Secretarial Standards I issued by the ICSI.

The details of the Meetings of the Board of Directors during theFinancial Year 2018-19 is encompassed in the Corporate Governance Report which is annexedto the said Report.

10. Disclosure pursuant to Section 177(8) of the Act - Composition ofthe Audit Committee.

The Audit Committee of the Company comprises of two (2) Non-ExecutiveIndependent Directors and one (1) Non-Executive non Independent Director as on March 312019. The Committee is chaired by a Non-Executive Independent Director Mr. Bijay KumarAgarwal (DIN- 00634259).

The details of the same are morefully provided in the CorporateGovernance Report.

During the Financial Year under review the Committee met four (4)times and all such meetings were held in accordance with the provisions of the Act andthe Listing Regulations and Secretarial Standards - I issued by the ICSI.

Further the Board of Directors has accepted all the recommendations ofthe Audit Committee in the Financial Year 2018-19.

11. Composition of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee of the Company comprises ofthree (3) Non-Executive Independent Directors as on March 31 2019.

The detail of the Committee including the meeting dates and theattendance of the Committee members is provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee consists of Three (3)Non-Executive Independent Director.

The details of the Committee are provided in the Corporate GovernanceReport.

13. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with section134(5) of the Act the Directors hereby confirm and state that: a. In the preparation ofAnnual Accounts the applicable Accounting Standards have been followed along with theproper explanation relating to material departures if any.

b. The Directors have selected such accounting policies and haveapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as on theFinancial Year ended on March 31 2019 and of the loss of the company for the year underreview.

c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d. The Directors have prepared the annual accounts on a going concernbasis.

e. The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and wereoperating effectively.

f. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

14. Details in respect of frauds reported by auditors under sub-section(12) of section 143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

15. Declaration by the Independent Directors and statement oncompliance of Code of Conduct.

All the Independent Directors have furnished the Statement onDeclaration of Independence under section 149 (6) of the Act and Regulation 16 of theListing Regulations. Further the Independent Directors have complied with the Code ofIndependent Directors prescribed in Schedule IV to the Act.

16. Statement on compliance of Code of Conduct for Directors and seniormanagement personnel.

The Corporate Governance Report contains a Declaration on compliance tothe Code of Conduct by the Directors and Senior Management Personnel of the Company.

17. Policy on Directors' Appointment & Remuneration.

The Company's Nomination and Remuneration Policy containsinter-alia 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 Act and the ListingRegulations.

SEBI vide notification dated 9th May 2018 has introducedthe SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018vide which it has inter-alia enhanced the role of the Nomination and RemunerationCommittee with effect from 1st April 2019. In terms of the said amendment theNomination and Remuneration Committee will be required to recommend to the Board allremuneration in whatever form payable to senior management (Part D Para A(6) ofSchedule II of the Listing Regulations). The said amendment has revised the definition ofsenior management to also include: "chief executive officer/managing director/wholetime director/manager (including chief executive officer/manager in case they are notpart of the board) and shall specifically include company secretary and chief financialofficer".

Accordingly the Company's Nomination and Remuneration Policy hasbeen revised to incorporate the above amendment.

The Policy defines the basic principles and procedure of nomination anddetermination of remuneration of all the Directors Key Managerial Personnel and thesenior management. It is further intended to ensure that the Company is able to attractdevelop and retain high-performing Directors Key Managerial Personnel and other employeesand that their remuneration is aligned with the Company's business strategies valuesand goals. The policy is based on the following pillars:

a. The level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run theCompany successfully;

b. The relationship of remuneration to performance is clear and meetsappropriate benchmarks; and

c. The remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

The Policy in available on the website of the Company via the link:

https://www.questfinancial.in/nomination-and-remuneration-policy.html

18. Auditors & Auditors' Report

a. Statutory Auditors

M/s. Arun Jain & Associates (Firm Registration No. 325867E)Chartered Accountants of 2B Grant Lane 2nd Floor Room No. 74 Kolkata 700012 Statutory Auditor of the Company furnished a certificate of eligibility in terms ofsection 139 readwith section 141 of the Act and the rules framed thereunder.

b. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not containany adverse remarks or qualification.

c. Secretarial Auditor

Mr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) CompanySecretary in whole-time Practice who was appointed pursuant to the provisions of Section204 of the Act read with the Rules made thereunder to issue the Secretarial Audit Reportfor the Financial Year ended 31st March 2019 has been further re-appointed toissue the Secretarial Audit Report for the Financial Year ended 31st March2020.

d. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Reportin Annexure-II. The Report of the Secretarial Audit Report does not contain anyadverse remark except :-

In terms of Section 203 read with the Rules made there under of theCompanies Act 2013 is required to appoint a whole-time Company Secretary. Company has notappointed Company Secretary as per the provision of section 203 of the Companies Act 2013

2. In terms of Rule 25A of the Companies (Incorporation) Rules 2014every company is required to file E-Form INC-22A Active (Active Company Tagging Identitiesand Verification). Hence the Company has not filed said Form and the Status of theCompany is Active-Non Compliant.

3. BSE has imposed penalty for non Compliance of Regulation 6(1)of theListing Regulations pertaining to Appointment of Company Secretary the Company has notpaid the fines and hence BSE has frozen all the promoters demat accounts.

Board of Directors' Comment:-

1. The Company had advertised in the newspaper to appoint a CompanySecretary but have not received any positive response for the same.

2. The Company has not appointed Company secretary therefore e-FormACTIVE (Active Company Tagging Identities and Verification) will be filed afterappointment.

3. The Company will request the BSE Ltd. for waiving of the finesimposed by the BSE Ltd.

e. Internal Audit Report.

The Internal Audit Report does not contain any adverse remarks.

19. Maintenance of Cost Records.

The maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.

20. Particulars of Loans guarantees or investments under Section 186of the Act.

The provisions of section 186 of the Act are not applicable upon aNon-Banking Financial Company. Therefore the Company is not required to provide anydisclosure pursuant to Section 134(3)(g) of the Act.

21. Particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 of the Act in the prescribed form.

All related party transactions contracts or arrangements that wereentered into during the financial year under review were on an arms-length basis and inthe ordinary course of business. The Company has adhered to its "Policy on RelatedParty Transactions and Materiality of Related Party Transactions" while pursuing allRelated Party transactions.

The Company has adhered to its "Policy on Related PartyTransactions and Materiality of Related Party Transactions" while pursuing allRelated Party transactions. The policy on Related Party Transactions as approved by theBoard is uploaded on the Company's website.

Further during the year the Company had not entered into anycontract/ arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

22. State of Company Affairs & Future Outlook.

As on 31st March 2019 the Company a Non-SystemicallyImportant Non-Banking Financial (Non-Deposit Accepting or Holding) Company does not haveany outstanding public deposits and the Company shall not accept in the Financial Year2019-2020 and thereafter any public deposit without obtaining the prior approval inwriting of the Reserve Bank of India

23. Material Changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report

No Material Changes and commitments affecting the financial position ofthe Company have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this Directors' Report.

24. Conservation of Energy Technology Absorption Foreign ExchangeEarnings And Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules2014:

a. Conservation of Energy.

The Company has no activity relating to conservation of energy.

b. Technology Absorption.

The Company has no activity relating to Technology Absorption. Furtherthe Company has not entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

The Company does not have any Foreign Exchange earnings and outgoduring the financial year under review.

25. Risk Management Policy.

The Company has a Risk Management Policy which provides for theidentification therein of elements of risk which in the opinion of the Board may threatenthe existence of the Company. The details pertaining to various types of risks aredescribed in the Management Discussion and Analysis report which is annexed to theDirectors' Report.

Pursuant to Schedule IV (II) (4) of the Act the Independent Directorsinter-alia amongst others review the system from time to time to ensure that RiskManagement is robust and satisfactory.

The Company is not required to have a Risk Management Committee and hasvoluntarily complied with the constitution of the Risk Management Committee in terms ofthe Listing Regulations. Further in terms of Regulation 17(9)(b) of the ListingRegulations the Board of Directors is responsible for framing implementing andmonitoring the Risk Management Plan of the Company and has delegated the power ofmonitoring and reviewing of the risk management plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down proceduresto inform Board members about the risk assessment and minimization procedures.

26. Manner of formal annual evaluation of the performance of the Boardits Committees and that of its individual directors.

The manner of formal annual evaluation of the performance of the Boardits committees and that of the individual directors is morefully described in theCorporate Governance Report which is annexed to the Directors' Report. The evaluationis perused on the basis of the Company's performance evaluation policy.

27. Change in the nature of business.

There has been no change in the nature of business of the Company inthe Financial Year under review.

28. Details in respect of adequacy of internal financial controls withreference to the Financial Statements.

The Audit Committee of the Company ensures that there is a directrelationship between the Company's objectives and the internal financial controls itimplements to provide reasonable assurance about their achievement.

In this connection the Audit Committee in coordination with theInternal Audit Department periodically reviews the following:

a. Transactions are executed in accordance with the management'sgeneral or specific authorization;

b. All transactions are promptly recorded in the correct amount in theappropriate accounts and in the accounting period in which they are executed so as topermit preparation of financial information within a framework of recognized accountingpolicies and practices and relevant statutory requirements if any;

c. Accountability of assets is adequately maintained and assets aresafeguarded from unauthorized access use or disposition.

A reference is made in this connection to the CEO & CFOCertification which forms part of the Annual Report.

29. Disclosure pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

The Company has no employee whose remuneration exceeds the limitprescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary has been considered.Gross Salary of the employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration ofthe employees of the company for the financial year.

Directors Ratio of Remuneration to Median
Remuneration
Mr. Prakash Kumar Jajodia* 2.94 times
- Managing Director
Mr. Bijay Kumar Agarwal - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Rabindra Kumar Hisaria - No remuneration or sitting fees was paid
-Non Executive Non-Independent Director
Mr. Kishan Kumar Jajodia - No remuneration or sitting fees was paid
- Non Executive Non-Independent Promoter Director
Mr. Amit Jajodia* - No remuneration or sitting fees was paid
-Non-Executive Non-Independent Director
Mrs. Jyoti Lohia - No remuneration or sitting fees was paid
- Non-Executive Independent Director

II. The percentage increase in the remuneration of each Director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Prakash Kumar Jajodia* - No increase in remuneration
- Managing Director
Mr. Bijay Kumar Agarwal - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Rabindra Kumar Hisaria - No remuneration or sitting fees was paid
-Non Executive Non-Independent Director & CFO
Mr. Kishan Kumar Jajodia - No remuneration or sitting fees was paid
-Non Executive Non-Independent Promoter Director
Mr. Amit Jajodia* - No remuneration or sitting fees was paid
-Non-Executive Non-Independent Director
Mrs. Jyoti Lohia - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Tarun Laha - No remuneration or sitting fees was paid
-Non-Executive Independent Director

*Mr. Amit Jajodia (DIN-02291113) resigned from the Board as anNon-Independent Non-Executive Director with effect from 4th February 2019Further Mr. Prakash Kumar Jajodia (DIN-00633920) resigned from the Board as ManagingDirector with effect from 12th February 2019.

III. The percentage increase in the median remuneration of theemployees in the financial year.

There has been no increase in the median remuneration of the employeesin the Financial Year.

IV. The number of permanent employees on the rolls of the company.

As on March 31 2019 there are 9 Employees on the rolls of theCompany.

V. The explanation on the relationship between average increase inremuneration and company performance.

In order to ensure that remuneration reflects Company performance theperformance pay is also linked to organization performance apart from anindividual's performance.

VI. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year.

There were no exceptional circumstances or increase for managerialpersonnel in the last financial year. The percentile increase process and policy was samefor the managerial personnel and all the other employees.

VII. The key parameters for any variable component of remunerationavailed by the directors.

The Variable Components of Remuneration broadly comprises of -Performance based promotion and bonus.

The same shall also depend upon various factors including: their gradeindustry bench mark overall business performance.

Further in determining the director's remuneration theirperformance evaluation as duly carried out by the Board and/or Independent Directorsshall also be given due weightage.

Any annual increase in the remuneration of the Directors KeyManagerial Personnel and Senior Management Personnel shall be at the sole discretion ofthe Board based on the recommendation of the Nomination and Remuneration Committee andsubject to such statutory approvals if any.

VIII. The ratio of the remuneration of the highest paid director tothat of the employees who are not directors but receive remuneration in excess of thehighest paid director during the year.

None of the employees' remuneration is more than that of thehighest paid director for the Financial Year under review.

IX. Affirmation that the remuneration is as per the remuneration policyof the company.

The Board of Directors hereby affirms that the remuneration paid to alldirectors Key Managerial Personnel is in accordance with the Nomination and RemunerationPolicy of the Company.

30. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed toprovide a vigilance mechanism for the directors and employees of the Company to raiseconcern of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. The purpose of this Policyis to encourage the Company's directors and employees who have concerns aboutsuspected misconduct to come forward and express these concerns without fear of punishmentor unfair treatment. No personnel have been denied access to the Audit Committee. Therewere no instances of reporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explainedin the Corporate Governance Report and also disclosed on the website of the Company.

31. Insider Trading

The Company has put in place following Codes pursuant to the SEBI(Prohibition of Insider Trading) Regulations 2015:

a. Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information. b. Code of Conduct to Regulate Monitor and Report Trading.The aforesaid Codes have been disclosed on the website of the Company.

32. Transfer of amount to Investor Education and Protection Fund(IEPF).

Please note that no claims shall lie against the Company in respect ofunclaimed dividend amounts so transferred to the Investor Education and Protection Fund(IEPF).

Mr. kishan Kumar Jajodia has been appointed as the Nodal Officer witheffect from 1st April 2019. Claimants may contact the Nodal Officer: Mr.kishan Kumar Jajodia Director through the dedicated e-mail Id for the said purpose:investorsquestfinancial@yahoo.co.in. Alternatively the claimaints may also write theirconcerns to the Nodal Officer addressed at the Registered Office. The relevant details inthe above matter including the relevant notification of the Ministry contact details ofthe Nodal Officer access link to the refund webpage of the IEPF Authority website etc.are available on the website of the Company via the following link:https://www.questfinancial.in

33. Compliance to norms prescribed by RBI for NBFCs.

Your Company has been complying with all the requisite applicable normsprescribed by the Reserve Bank of India for Non-Deposit Taking Non-SystematicallyImportant NBFCs.

34. Green Initiative

To support the ‘Green Initiative' in the Corporate Governancetaken by the Ministry of Corporate Affairs to contribute towards greener environment andto receive all documents notices including Annual Reports and other communications ofthe Company investors should register their e-mail addresses with M/s. Niche TechnologiesPrivate Ltd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.

Electronic Copies of the Annual Report and Notice of the Annual GeneralMeeting are sent to all members whose e-mail addresses are registered with theCompany/Depository Participant(s).For members who have not registered their email addressphysical copies of the Annual Report and Notice of the Annual General Meeting are sent inthe permitted mode. Members requiring physical copies can send their request to Mr. KishanKumar Jajodia Director cum Compliance Officer of the Company.

In terms of Section 108 of the Act and Rule 20 of the Company's(Management and Administration)

Rules 2014 the Company is providing remote e-voting facility to allthe members to enable them to cast their votes electronically on all the resolutions setforth in the Notice.

35. Mandatory update of PAN and Bank details against shareholding andtransfer of shares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations todebar listed companies from accepting request for transfer of securities which are held inphysical form with effect from April 1 2019. The shareholders who continue to holdshares and other types of securities of listed companies in physical form even after thisdate will not be able to lodge the shares with company / it's RTA for furthertransfer. They will need to convert them to demat form compulsorily if they wish to effectany transfer. Only the requests for transmission and transposition of securities inphysical form will be accepted by the listed companies / their RTAs. All shareholdersholding shares in physical form have been duly notified of the same by Postal mode ofcommunication and have been provided with the requisite form for furnishing PAN and Bankdetails. Further two subsequent reminders thereof have also been sent to theshareholders.

36. Compliance to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013.

The Company strives to provide a safe working environment to all itsemployees including its women employees and is committed to the protection of womenagainst sexual harassment.

In adherence to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 read with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Rules 2013 theCompany has in place a Policy for prevention of Sexual Harassment of Women.

The Board of Directors do hereby confirm and state that Quest Grouphas constituted an Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to look into the mattersrelating to sexual harassment at workplace. Mrs. Jyoti Lohia Director is the PresidingOfficer of the Committee. All employees (permanent contractual temporary trainees) arecovered under this Policy.

In the event of any sexual harassment at workplace any woman employeeof the Quest Group may lodge complaint to Mrs. Jyoti Lohia in writing or electronicallythrough e-mail at: investorsquestfinancial@yahoo.co.in

During the period under review no complaints pertaining to sexualharassment of women at workplace were received by the Company. Accordingly in terms ofsection 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 a summary thereof is as under:

Particulars No. of Complaints
Number of complaints pending at the beginning of the year. Nil
Number of complaints received during the year. Nil
Number of complaints disposed off during the year. Nil
Number of cases pending at end of the year. Nil

38. Management's Discussion and Analysis.

The Management's Discussion and Analysis Report in terms of theListing Regulations forms part of the Annual Report.

39. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that the Company has duly complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI).

40. General.

No disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

a. Policy on Corporate Social Responsibility (CSR) Initiatives.

The Company is not required to constitute a Corporate SocialResponsibility Committee or to undertake any CSR activities in terms of the provisions ofSection 135 of the Act and accordingly the requisite disclosure requirement as isspecified in Section 134(3) (o) of the Act is not applicable on the Company.

b. Details of deposits which are not in compliance with therequirements of Chapter V of the Act.

The Company has neither accepted any deposits during the financial yearunder review nor has any outstanding deposits as on 31st March 2019.Accordingly the question of unpaid or unclaimed deposits does not arise.

c. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's futureoperations.

No significant and material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's futureoperations.

d. Details of shares as per Employees Stock Option Scheme/Sweat Equityshares / Equity shares with differential voting rights.

The Company has not issued any shares as per Employees Stock OptionScheme/Sweat Equity shares / Equity shares with differential voting rights.

41. Acknowledgement.

Your Directors wish to place on record their gratitude for the valuableguidance and support rendered by the Government of India various State Governmentdepartments Financial Institutions Banks and stakeholders including but not limitedto shareholders customers and suppliers among others. We place on record ourappreciation of the contribution made by our employees at all levels.

The Directors look forward to the continued support of all thestakeholders in the future and appreciate and value the contribution made by every memberof the Company.

Place : Kolkata
Dated : 26.08.2019 For and on behalf of the Board of Directors
Bijay Kumar Agarwal
Chairperson
DIN: 0063425