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Quest Financial Services Ltd.

BSE: 539962 Sector: Financials
NSE: N.A. ISIN Code: INE064D01012
BSE 00:00 | 13 Jun Quest Financial Services Ltd
NSE 05:30 | 01 Jan Quest Financial Services Ltd
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VOLUME 144264
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OPEN 0.45
CLOSE 0.45
VOLUME 144264
52-Week high 0.57
52-Week low 0.25
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Quest Financial Services Ltd. (QUESTFINANCIAL) - Director Report

Company director report

Dear Members

The Directors of the Company have pleasure in presenting the 41st AnnualReport of the Company together with Audited Accounts for the year ended March 312021.

1. Financial Summary and Highlights

The highlights of the financial performance of the Company for the financial year endedMarch 31

2021 as compared to the previous financial year are as under:-

(Rs. in lacs)

Particulars Standalone
2020-21 2019-20
Total Revenue 12.67 15.76
(Less):Total Expenditure (14.82) (64.21)
Profit/(Loss) before Exceptional & Extraordinary Items (2.15) (48.45)
Profit/(Loss) Before Tax (2.15) (48.45)
(Less): Item that will not be reclassified to profit or loss - (17.90)
(Less): Provision for Current Tax - -
(Less):Contingent provision for Standard Assets - -
Net Profit/(Loss) after Tax (2.15) (66.35)
(Less): Transfer to Statutory Reserve - -
Add/(Less): Brought forward from previous year (7998.51) (7932.16)
Balance carried to Balance Sheet (8000.66) (7998.51)

2. Dividend.

Company has registered loss of ' 2.15 lakhs before taxes during the financial yearunder review as against loss of ' 48.45 lakhs during the previous financial year.Therefore the Board of Directors (hereinafter referred to as "the Board") hasrequest for their inability to declare 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 Company it has nottransferred any amount in any reserves.

4. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital. The Authorised Share Capital of the Company stands at Rs. 1233400000/-divided into 123340000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of theCompany is Rs. 1233165000/- divided into 123316500 Equity Shares of Rs. 10/- each.

5. Listing.

The equity shares of the Company are listed on the Calcutta Stock Exchange Limited andBSE Limited.

Further the annual listing fees was not paid for the financial year 2020-21 to the BSELimited and the Calcutta Stock Exchange Limited. Presently trading in the securities ofthe Company has been suspended by the BSE Ltd. due to non-payment of listing fees andpenal reasons.

6. Corporate Governance Report

Your Company has been complying with all the requirements of the code of CorporateGovernance as specified by SEBI. A separate report on Corporate Governance is furnishedas a part of the Directors’ Report.

In terms of Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") Certificate issued by a Chartered Accountant in practice regardingcompliance of condition of Corporate Governance is annexed to the Directors’ Report.

7. Extract of the Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31.03.2021 uploaded on thewebsite of the Company Via the link: https://www.questfinancial.in

8. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31st March 2021 the composition of the Board is as under:

a) Mr. Bijay Kumar Agarwal (DIN-00634259) - Chairperson (Non-Executive Independent);

b) Mr. Rabindra Kumar Hisaria (DIN-05170751) - Non-Independent Executive Director;

c) Mr. Tarun Laha (DIN-07477757) - Independent Non-Executive Director;

Ms. Jyoti Lohia (DIN-07113757) Non-Executive Independent Director resigned from theBoard with effect from 31st December 2020 due to personal reasons andunavoidable circumstances.

Ms. Nagina Kharwar (DIN: 09280504) who was appointed as an Additional Director of theCompany w.e.f 14th August 2021 in terms of Section 161(1) of the CompaniesAct2013 and Article of Association of the Company and who holds office up to the date ofensuing Annual General Meeting and is eligible for re-appointment.

b. Company Secretary.

Company has not appointed Company Secretary as per the provision of section 203 of theCompanies Act 2013.

c. Chief Financial Officer.

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

9. Number of Meetings of the Board

The Board met Seven (7) times during the Financial Year under review. The detailsthereof including the attendance of the Directors is provided in the CorporateGovernance Report which is annexed to this Report.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Listing Regulationswas held on 13/02/2021.

The Meetings were held in accordance with the provisions of the Act the ListingRegulations and Secretarial Standards - I issued by the ICSI.

The details of the Meetings of the Board of Directors during the Financial Year 2020-21is encompassed in the Corporate Governance Report which is annexed to this Report.

10. Disclosure pursuant to Section 177(8) of the Act - Composition of the AuditCommittee.

The Audit Committee of the Company comprises of two (2) Non-Executive IndependentDirectors and one (1) Executive non Independent Director as on March 31 2021. TheCommittee is Chaired by a Non-Executive Independent Director Mr. Bijay Kumar Agarwal(DIN- 00634259).

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met seven (7) times and all suchmeetings were held in accordance with the provisions of the Act and the ListingRegulations and Secretarial Standards - I issued by the ICSI.

The details of the Meetings of the Committee during the Financial Year 2020-21 isencompassed in the Corporate Governance Report which is annexed to the this Report.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2020-21.

11. Composition of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee of the Company comprises of two (2)Non-Executive Independent Directors and one (1) Executive Non Independent Director as onMarch 312021.

Composition of Nomination & Remuneration Committee has not been complied due to theresignation of Non-Executive Independent Woman Director. As on the signing of the thisReport Mrs. Nagina Kharwar has been appointed as a Non-Executive Independent WomanDirector in the Committee.

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

12. Composition of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee consists of two (2) Non-Executive IndependentDirectors and one (1) Executive Non Independent Director as on March 312021.

The details of the Committee are provided in the Corporate Governance Report.

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

13. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Actthe Directors hereby confirm and state that:

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with the proper explanation relating to material departures if any.

b. The Directors have selected such accounting policies and have 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 as on the Financial Yearended on March 31 2021 and of the loss of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

e. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Details in respect of frauds reported by auditors under sub-section (12) of section143 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 on compliance of Code ofConduct.

All the Independent Directors have furnished the Statement on Declaration ofIndependence under section 149 (6) of the Act and Regulation 16 of the ListingRegulations. Further the Independent Directors have complied with the Code of IndependentDirectors prescribed in Schedule IV to the Act.

16. Statement on compliance of Code of Conduct for Directors and senior managementpersonnel.

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

17. Policy on Directors’ Appointment & Remuneration.

The Company’s Nomination and Remuneration Policy contains inter-alia policy ondirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Act and the Listing Regulations.

Pursuant to the proviso of sub-section (4) of Section 178 of the Companies Act 2013the aforesaid policy is available on the Company’s website -https://www.questfinancial.in/nomination-and- remuneration-policy.html

The Policy defines the basic principles and procedure of nomination and determinationof remuneration of all the Directors Key Managerial Personnel and the senior management.It is further intended to ensure that the Company is able to attract develop and retainhigh-performing Directors Key Managerial Personnel and other employees and that theirremuneration is aligned with the Company’s business strategies values and goals. Thepolicy is based on the following pillars:

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

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

18. Auditors & Auditors’ Report

a. Statutory Auditors

Members of the Company at the 40th Annual General Meeting (AGM) held on 31stDecember 2020 approved the appointment of M/s. Verma S & Associates CharteredAccountants (FRN: 328962E) of 22/3 S K Deb Road 1st Bye Lane Ground FloorNear Tetultala Bus Stop Kolkata - 700 048 as the Statutory Auditor of the Company for aterm of three years from the conclusion of the Annual General Meeting ) held on 31stDecember 2020 till the conclusion of the Annual General Meeting to be held in thecalendar year 2023.

However the Company has received confirmation from M/s. Verma S & AssociatesChartered Accountants (FRN: 328962E) of 22/3 S K Deb Road 1st Bye LaneGround Floor Near Tetultala Bus Stop Kolkata - 700 048 Statutory Auditor of theCompany that in terms of section 139 of the Act to the effect that it continues tosatisfy the criteria provided in section 141 of the Companies Act 2013 and that it'sappointment is within the limits prescribed in the said section.

b. Independent Auditors’ Report

The Self Explanatory Independent Auditors’ Report does not contain any adverseremarks or qualification.

c. Secretarial Auditor

Mr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) Company Secretary inwhole-time Practice issued the Secretarial Audit Report for the Financial Year ended 31stMarch 2021.

d. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors’ Report in Annexure-ll.The Report of the Secretarial Audit Report does not contain any adverse remark except :-

1. In terms of section 203 of the Companies Act 2013 read with the Rules madethereunder is required to appoint a Whole Time Company Secretary. Company has notappointed the Company Secretary.

2. Every company incorporated on or before 31st December 2017 shall file theparticulars of the company and its registered office in e-Form ACTIVE (Active CompanyTagging Identities and Verification) with in prescribed time as per Companies(Incorporation) Amendment Rules 2019- Hence Company has not filed e-form Active with inprescribed time therefore Company is marked as "Active - Non-Compliant" in theMCA Master data.

3. BSE Ltd. has imposed penalty for non compliance of Regulation 6(1) of the SEBI(LODR) Regulations 2015 pertaining to appointment of Company Secretary. Further theCompany has not paid the fine and hence BSE Ltd. has frozen the promoters demat accounts.

4. Regulation 55A (1) of SEBI (Depositories and Participants) Regulations 1996requires every issuer to submit to the Stock Exchanges audit report by a practicingcompany secretary or qualified chartered accountant on a quarterly basis for the purposesof reconciliation of the total issued capital the Company has not filed the report withthe BSE Ltd. for the quarter 31.12.2020 and 31.03.2021.

5. As per Second proviso to sub-section (1) of Section 149 of the Companies Act 2013every listed company should appoint a women Director on its board the Company has notappointed any Women director on its board.

6. As per Regulation 40 (10) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has not filedcertificate with the BSE Ltd. for the half year ended 31.03.2021.

7. Composition of Nomination & Remuneration Committee has not been complied.

8. The Company has not filed ADT-1 regarding appointment of Statutory Auditor.

The Board of Directors’ point-wise comments are as under:-

1. The Company had advertised in the newspaper to appoint a Company Secretary but havenot received any positive response for the same.

2. The Company has not appointed Company secretary therefore e-Form ACTIVE (ActiveCompany Tagging Identities and Verification) will be filed after appointment.

3. The Company will request the BSE Ltd. for waiving of the fines imposed.

4. The same was inadvertently not submitted.

5. Post the resignation of Mrs. Jyoti Lohia (DIN-07113757) on 31st December2020 the Company was in process of appointing another woman Director in her place. Ms.Nagina Kharwar (DIN-09280504) was appointed with effect from 14th August 2021.

6. The same was inadvertently not submitted.

7. As on 31st March 2021 the composition requirement of the Nomination& Remuneration Committee could not be met. Subsequently the same was duly compliedwith and as on the date of this Directors’ Report the composition has been duly met.

8. The same was inadvertently not submitted.

e. Internal Auditor

Mr. Amit Jajodia (C.P. No. 14303 Membership No. 37613) Company Secretary inwhole-time Practice is the Internal Auditor of the Company. He has been re-appointed atthe meeting of the Board.

f. Internal Audit Report

The Internal Audit Report does not contain any adverse remarks.

19. Maintenance of Cost Records.

During the financial year under review the maintenance of cost records as well therequirement of Cost Audit was not applicable to the Company.

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

The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.

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

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business. The Company has adhered to its "Policy on Related PartyTransactions and Materiality of Related Party Transactions" while pursuing allRelated Party transactions.

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company’s website.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

22. State of Company Affairs & Future Outlook.

During the financial year under review total revenue has decreased by Rs. 3.10 Lacs(approx). However due to low generation of income has resulted in loss of Rs. 2.15 Lacs(approx). As the recovery process of the global economy against the backdrop of theCOVID-19 pandemic has already begun the Company expects increase in growth prospects inthe coming years.

As on 31st March 2021 the Company a Non-Systemically ImportantNon-Banking Financial (NonDeposit Accepting or Holding) Company does not have anyoutstanding public deposits and the Company shall not accept in the Financial Year2021-2022 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 financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors’ Report.

24. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014:

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. Further the Company hasnot entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

The Company does not have any Foreign Exchange earnings and outgo during the financialyear under review.

25. Risk Management Policy.

The Company has a Risk Management Policy which provides for the identification thereinof elements of risk which in the opinion of the Board may threaten the existence of theCompany. The details pertaining to various types of risks are described in the ManagementDiscussion and Analysis report which is annexed to the Directors’ Report.

Pursuant to Schedule IV (II) (4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

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

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures.

26. Manner of formal annual evaluation of the performance of the Board its Committeesand that of its individual directors.

The manner of formal annual evaluation of the performance of the Board its committeesand that of the individual directors is more fully described in the Corporate GovernanceReport which is annexed to the Directors’ Report. The evaluation is perused on thebasis 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 in the Financial Yearunder review.

28. Disclosures relating to Subsidiaries Associates and Joint ventures.

The Company does not have any Subsidiary or associate companies (as defined in Section2(6) of the Act) nor is associated with any joint ventures and therefore the disclosurerequirement pursuant to Rule 8 of the Companies (Accounts) Rules 2014 is not applicablefor the Company.

29. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company’s objectives and the internal financial controls it implements toprovide reasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. Transactions are executed in accordance with the management’s general orspecific authorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any;

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition.

A reference is made in this connection to the CEO & CFO Certification which formspart of the Annual Report

30. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

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

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

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

Directors Ratio of Remuneration to Median Remuneration
Mr. Bijay Kumar Agarwal -Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Rabindra Kumar Hisaria -Non Executive Non-Independent Director No remuneration or sitting fees was paid
Mrs. Jyoti Lohia (Resigned on 31/12/2020)- NonExecutive Independent Director No remuneration or sitting fees was paid
Mr. Tarun Laha-Non-Executive Independent Director No remuneration or sitting fees was paid

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

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Bijay Kumar Agarwal -Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Rabindra Kumar Hisaria -Non Executive Non-Independent Director & CFO No remuneration or sitting fees was paid
Mrs. Jyoti Lohia (Resigned on 31/12/2020)-Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Tarun Laha-Non-Executive Independent Director No remuneration or sitting fees was paid

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There has been no increase in the median remuneration of the employees in the FinancialYear.

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

As on March 312021 there are 8 Employees on the rolls of the Company.

V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year.

There was no increase in salaries of employees in the last financial year and also inthe current financial year under review.

VI. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

31. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany’s directors and employees who have concerns about suspected misconduct tocome forward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.

32. Insider Trading

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

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

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

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

Mr. Rabindra Kumar Hisaria (DIN: 05170751) Director and CFO has been appointed as theNodal Officer. Claimants may contact the Nodal Officer: Mr. Rabindra Kumar HisariaDirector through the dedicated e-mail Id for the said purpose:investorsquestfinancial@yahoo.co.in. Alternatively the claimants 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

34. Compliance to norms prescribed by RBI for NBFCs.

Your Company has been complying with all the requisite applicable norms prescribed bythe Reserve Bank of India for Non-Deposit Taking Non-Systematically Important NBFCs.

35. Green Initiative

To support the ‘Green Initiative’ in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. 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 General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request Mr. Rabindra Kumar HisariaDirector of the Company.

In terms of Section 108 of the Act and Rule 20 of the Company’s (Management andAdministration) Rules 2014 the Company is providing remote e-voting facility to all themembers to enable them to cast their votes electronically on all the resolutions set forthin the Notice.

36. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations to debar listedcompanies from accepting request for transfer of securities which are held in physicalform with effect from April 1 2019. The shareholders who continue to hold shares andother types of securities of listed companies in physical form even after this date willnot be able to lodge the shares with company / it’s RTA for further transfer. Theywill need to convert them to demat form compulsorily if they wish to effect any transfer.Only the requests for transmission and transposition of securities in physical form willbe accepted by the listed companies / their RTAs. All shareholders holding shares inphysical form have been duly notified of the same by Postal mode of communication and havebeen provided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

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

The Company strives to provide a safe working environment to all its employeesincluding its women employees and is committed to the protection of women against sexualharassment.

In adherence to the provisions of 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 hasin place a Policy for prevention of Sexual Harassment of Women.

The Board of Directors do hereby confirm and state that Quest Group has constituted anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to look into the matters relating tosexual harassment at workplace. Ms. Nagina Kharwar Director is the Presiding Officer ofthe Committee. All employees

(permanent contractual temporary trainees) are covered under this Policy.

In the event of any sexual harassment at workplace any woman employee of the QuestGroup may lodge complaint to Ms. Nagina Kharwar in writing or electronically throughe-mail at: investorsquestfinancial@yahoo.co.in

During the period under review no complaints pertaining to sexual harassment of womenat workplace were received by the Company. Accordingly in terms of section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 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 the ListingRegulations forms part of the Annual Report.

39. Affirmation on Compliance of Secretarial Standards.

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

40. General.

No disclosure or reporting is required in respect of the following items as there wereno 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 Social Responsibility Committeeor to undertake any CSR activities in terms of the provisions of Section 135 of the Actand accordingly the requisite disclosure requirement as is specified in Section 134(3)(o) of the Act is not applicable on the Company.

b. Details of deposits which are not in compliance with the requirements of Chapter Vof the Act.

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on 31st March 2021. Accordingly thequestion of unpaid or unclaimed deposits does not arise.

c. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the year alongwith their status as at the end of thefinancial year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules 2014.

There were no such instances during the financial year under review.

d. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereto in terms of Rule 8(5) (xii) of the Companies(Accounts) Rules 2014.

Not Applicable.

41. Opinion of the Board with regard to integrity expertise and experience (includingproficiency) of the Independent Directors appointed during the year.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014 the Board herebydeclares that: In the opinion of the Board of Directors the integrity expertise andexperience of the Independent Directors of the Company is adequate and commensurate withthe size structure and business requirement of the Company. Further the IndependentDirectors have registered their names in the Independent Directors’ databank.

42. Declaration by the Independent Directors and statement on compliance of Code ofConduct.

All the Independent Directors have furnished the Statement on Declaration ofIndependence under section 149 (6) of the Act and Regulation 16 of the ListingRegulations. Further the Independent Directors have complied with the Code of IndependentDirectors prescribed in Schedule IV to the Act.

43. Statement on compliance of Code of Conduct for Directors and senior managementpersonnel.

The Declaration on compliance to the Code of Conduct by the Directors and SeniorManagement Personnel of the Company.

44. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

45. Acknowledgement.

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and stakeholders including but not limited toshareholders customers and suppliers among others. We place on record our appreciationof the contribution made by our employees at all levels.

The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.

Place : Kolkata
Dated : 04.09.2021 For and on behalf of the Board of Directors
Quest Financial Services Ltd
Sd/-
Bijay Kumar Agarwal
Chairperson
DIN:0063425

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