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Quest Softech India Ltd.

BSE: 535719 Sector: IT
NSE: N.A. ISIN Code: INE989J01017
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VOLUME 17
52-Week high 2.79
52-Week low 2.00
P/E 5.26
Mkt Cap.(Rs cr) 2
Buy Price 2.00
Buy Qty 270.00
Sell Price 2.00
Sell Qty 31.00
OPEN 2.00
CLOSE 2.00
VOLUME 17
52-Week high 2.79
52-Week low 2.00
P/E 5.26
Mkt Cap.(Rs cr) 2
Buy Price 2.00
Buy Qty 270.00
Sell Price 2.00
Sell Qty 31.00

Quest Softech India Ltd. (QUESTSOFTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their twentieth (20th) Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

FINANCIAL PERFORMANCE:
(Rs. in Lacs)
For the year ended March 31 2019 For the year ended March 31 2018
Total income 5.00 10.79
Expenditure 18.27 14.29
Profit before interest finance charges and depreciation (13.27) (3.50)
Interest and finance charges - -
Depreciation - -
Profit before tax (13.27) (3.50)
Profit after taxation 25.34 (0.32)
Balance brought forward from previous year (488.52) (488.20)
Loss after taxation carried forward to Balance Sheet (463.18) (488.52)

2. BRIEF DESCRIPTION OF THE COMPANY'S AFFAIR DURING THE YEAR

Quest Softech (India) Limited ("Quest") is a Public Limited Company listedon Bombay Stock Exchange (BSE) Limited on July 05 2013. The main business of the Companyis providing software and hardware consulting services related to the preparation andmaintenance of accounting information and reports. Owing to subdued market conditions theCompany did not achieve major revenues.

3. DIVIDEND

The Board of Director of the Company regrets their inability to recommend any dividendfor the financial year ended March 31 2019 due to the losses incurred at operationallevels.

4. RESERVES

No amount is proposed to be transferred to the reserves for the financial year endedMarch 31 2019.

5. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company and the date ofthe Report.

6. CHANGES IN NATURE OF BUSINESS

There has been no change in the business of the Company during the year under review.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review no significant and material orders have been passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in the future.

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate systems of Internal Control to ensure compliance withpolicies and procedures which is commensurate with size scale and complexity of itsoperations. The Company has appointed an external professional firm as an InternalAuditor. The Internal Audit of the Company is regularly carried out to review the internalcontrol systems and processes. The internal Audit Reports along with implementation andrecommendations contained therein are periodically reviewed by Audit Committee.

9. AUDITORS i) Statutory Auditor

At the seventeenth (17th) AGM held on September 30 2016 the members of the Companyapproved the appointment of M/s. C K S P & Co. LLP (Firm Registration No. 131228W /W100044) as statutory auditors of the Company for a term of 5 years from the financialyear 2016-17 onwards at such remuneration plus service tax out-of-pocket travelling andliving expenses etc. as may be mutually agreed between the Board of Directors of theCompany and the Auditors. Accordingly M/s. C K S P & Co. LLP will continue asstatutory auditors of the Company till the financial year 2020- 21.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with.

Accordingly no such item has been considered in notice of the twentieth (20th) AGM.

ii. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Dharmendra Sharma & Associates Practicing Company Secretaries as theSecretarial Auditors of the Company to undertake Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as Annexure II.

Explanation in respect of observation in Secretarial Audit Report

In respect of observation of the Secretarial Auditor about non-appointment of WomenDirector the Board of Director states that the Company had duly appointed a WomenDirector who held office upto November 14 2018. Thereafter the Company is in process ofseeking a suitable candidate for the post of Women Director. However the said appointmentcould not take place till the date of signing of Directors' Report. The Company is takingnecessary steps to appoint a Women Director.

iii. Internal Auditor

M/s. Bajrang Paras & Co. Chartered Accountants perform the duties of internalauditor of the Company and their report is reviewed by the Audit Committee periodically.

10. AUDITORS' REPORT

There was no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in their report and the said Auditor's Report & notes to accountsare self-explanatory.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 6 (six) times during the year under review.The details of the meetings of the Board including of its Committees meeting are given inthe Report on Corporate Governance section forming part of this Annual Report.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act 2013 a meeting of independent directorswas held without the attendance of non-independent directors and members of Management.

13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

14. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company on March 31 2019 was Rs. 10 crores.There was no change in the Authorised or Paid-up Capital/ Subscribed Capital during FY2018-19.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act.

16. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and

(b) direct access to the Chairperson of the Audit Committee of the Company inappropriate or exceptional cases.

17. EXTRACT OF ANNUAL RETURN

Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 is furnished in Annexure I andis attached to this Report.

18. DEPOSITS

Your Company has not accepted any fixed deposits as defined in Section 73 and 74 ofthe Companies Act 2013 read with the relevant rules during the year under review.

19. MANAGERIAL REMUNERATION

The details of the Managerial Remuneration which is approved by the Board on therecommendation of the Nomination & Remuneration Committee are given in the notes tothe financial statements.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Directors and Key Managerial Personnel have been given in the CorporateGovernance Report being part of this Annual Report.

During the year under review following changes took place in the Composition of Boardof Directors of the Company;

Mr. Suresh Vishwasrao retires at the AGM and has offered himself for re-appointment.

Ms. Aditi Nangalia (07525037) Non-Executive Independent Director resigned from theBoard of Directors from w.e.f November 14 2018.

Necessary resolutions for re-appointment of the aforesaid Director have been includedin the Notice convening the ensuing AGM and detail of the Director for re-appointment ismentioned in the Annexure I to the Notice 2018-19.

21. COMMITTEES OF THE BOARD

The committee of the Board duly constituted as per Regulation 17 SEBI ListingObligation and Disclosure Requirement (LODR) 2015. It is disclosed separately in thecorporate governance report which forms part of the directors' report.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has certain loans and unquoted investments. The details of changes in theLoans Guarantees and Investments covered under the provisions of Section 186 of the Actare given in the notes to the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has neither made any transaction with any related party and nor enteredinto any contract with any related party. Therefore no such disclosure been annexed tothis Report.

24. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to good corporate governance in line with Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 SEBI ("LODR") and Quest Softech corporate governance norms. The Company isfollowing the provision on corporate governance specified in the SEBI ("LODR").

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (LODR) is presented in a separate section forming part of theAnnual Report.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The Provision of Section 134 of the Companies Act 2013 read with Companies (Disclosureof Particulars in the Report of Board of Directors) directors furnish herein below theadditional information

i. Conservation of Energy

Although the operation of the Company is not energy intensive it continues to adoptenergy conservation measure at all operational levels. The disclosure under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 is notapplicable to the Company.

ii. Technology Absorption

Your Company has not imported any technology during the year under review.

iii. Foreign exchange earnings and outgo

During the year under review there were no transactions in Foreign Currency.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Corporate Social Responsibility under the Companies Act 2013 arenot applicable on the Company.

27. PARTICULAR OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Executive Director Ratio to median Remuneration
Mr. Dhiren Kothary 0.14
Executive Director Ratio to median Remuneration
Mr. Suresh Vishwasrao NA
Mr. Paresh Zaveri NA
Ms. Aditi Nangalia* NA

* Resigned w.e.f. 14.11.2018

ii. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Executive Director Ratio to median Remuneration
Mr. Dhiren Kothary -
Mr. Suresh Vishwasrao -
Mr. Paresh Zaveri -
Ms. Aditi Nangalia* -

* Resigned w.e.f. 14.11.2018

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

471

iv. The number of permanent employees on the rolls of Company 1 (One)

v. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

There was increase in salary of employee during the year as mentioned above. There isno exceptional increase in the remuneration of Managerial Remuneration in comparison tothe average increase in the salary of other employees.

vi. The key parameters for any variable component of remuneration availed by thedirectors -

None

vii. Affirmation that the remuneration is as per the remuneration policy of theCompany. The Company affirms remuneration is as per the remuneration policy of theCompany.

viii. In terms of the provisions of section 197 read with the rule 5 of(Appointment and Remuneration of Managerial Personnel) Rules 2014 None of the employeesdrawing remuneration in excess of the limit set out in the said rule.

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) and 134(5) of the Companies Act2013 the Board of Directors confirms that:

a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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;

The Directors have laid down internal financial controls to be followed by the Companyand that such financial controls are adequate and were operating effectively;

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

29. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the Audit and Nomination & RemunerationCommittees.

30. RISK MANAGEMENT

The Company has devised and implemented mechanism for risk management.

31. LISTING WITH STOCK EXCHANGES

The Company's shares are listed on BSE Ltd. (BSE) & with effect from July 05 2013.The annual listing fee for the financial year 2019-20 to BSE has been paid and requisitetaxes in respect of listing fees has been deposited to the statutory authority.

32. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has complied with the applicable norms under Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

33. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wishes to place on record itsappreciation for the dedication and commitment of your Company's employees at all levelswhich has continued to be our major strength.

Your Directors also thank the shareholders investors customers business partnersbankers and other stakeholders for their confidence in the Company and its management andlook forward for their continuous support.

For and on behalf of the Board of Directors
Sd/- Sd/-
Dhiren Kothary Suresh Vishwasrao
Wholetime Director Non-Executive Director
(DIN: 00009972) (DIN: 00837235)
Date : May 29 2019
Place : Mumbai
Registered Office:
82 Mittal Court A Wing Nariman Point
Mumbai - 400021