Your Board of Directors (Board) have pleasure in presenting their Twenty First (21st)Annual Report on the business and operations of the Company and the accounts for theFinancial Year ended March 312020.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
|Particulars ||For the year ended March 312020 ||For the year ended March 31 2019 |
|Total income ||6.00 ||5.00 |
|Expenditure ||11.97 ||18.27 |
|Profit before interest finance charges and depreciation ||(5.97) ||(13.27) |
|Interest and finance charges ||- ||- |
|Depreciation ||- ||- |
|Profit before tax ||(5.97) ||(13.27) |
|Profit after taxation ||(5.84) ||28.79 |
|Balance brought forward from previous year ||(459.73) ||(488.52) |
|Loss after taxation carried forward to Balance Sheet ||(465.57) ||(459.73) |
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.
The Board of the Company regrets their inability to recommend any dividend for thefinancial year ended March 312020 due to the losses incurred at operational levels.
No amount is proposed to be transferred to the reserves for the financial year endedMarch 31 2020.
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 COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
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 thefuture.
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.
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 financialyear2016-17 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 twenty first (21st) 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 AnnexureII.
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 5 (five) 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
Due to pandemic situation of COVID-19 - Temporary Relaxations for Corporate Complianceswere given by MCAvide its General Circular 11/2020 dated March 24 2020 in terms of whichexclusive meeting of independent directors not required.
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 as on March 312020is Rs. 10 crores.There is no change in the Authorised or Paid-up Capital/ Subscribed Capital during FY2019-20.
15. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IFANY
The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section149(6) of the Act.
16. VIGIL MECHANISM
The Company has established a Vigil Mechanism that enables Directors and Employees toreport 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.
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 underreview.
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 and Key Managerial Personnel of the Company;
Mr. Suresh Vishwasrao retires at the AGM and has offered himself for re-appointment.
Ms. Tejas Shah (08626567)was appointed as Additional Director (in the capacity of aNonExecutive Independent Director) w.e.f February 20 2020 and who in terms of Section 161of the Companies Act 2013 holds office upto the date of ensuing Annual General Meeting.It is proposed to appoint Ms. Tejas Shah as Independent Director of the Company in ensuingAnnual General Meeting for a period of 5 years not liable to retire by rotation.
The term of Mr. Paresh Chandulal Zaverias a Non-Executive Independent Director of theCompany expires. The Board places on record its deep appreciation for the valuablecontribution made by Mr. Zaveri during the tenure of his office as Director of theCompany.
Mr. Amar Nagariya was appointed as Chief Financial Officer (CFO) w.e.f June 30 2020to act as Key Managerial Personnel for the purpose of compliance under Section 203 of theCompanies Act 2013.
21. COMMITTEES OF THE BOARD
The committee of the Board are duly constituted as per Regulation 17 SEBI ListingObligation and Disclosure Requirement (LODR) 2015. is the composition of the committeesis disclosed separately in the corporate governance report which forms part of theDirectors'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 provisions on corporate governance as 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 ANDOUTGO
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 section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 isnot applicable 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 197of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregivenbelow:
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 |
|Non-Executive Director ||Ratio to median Remuneration |
|Mr. Suresh Vishwasrao ||NA |
|Mr. PareshZaveri ||NA |
|*Ms. Tejas Shah ||NA |
* Appointed w.e.f February 20 2020
ii. The percentage increase inremuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Mr. DhirenKothary ||- |
|Mr. SureshVishwasrao ||- |
|Mr. PareshZaveri ||- |
|*Ms. Tejas Shah ||- |
|Mr. Akshay Hegde ||- |
* Appointed w.e.f February 20 2020
iii. The percentage increase in the median remuneration of employees in the financialyear- 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 than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration
There was no increase in salary of employee during the year as mentioned above. Thereis no 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 the Company.
viii. In terms of the provisions of section 197 read with the rule 5 of (Appointmentand Remuneration of Managerial Personnel) Rules 2014 None of the employees drawingremuneration 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 312020 and of the Loss 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;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controlsare 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.
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 well asthe
evaluation of the working of the Audit and Nomination & Remuneration Committees.
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 2020-21 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 WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has complied with the applicable norms underSexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.
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
Quest Softech (India) Limited