Your Directors have pleasure in presenting the Twentyfifth Annual Report together withthe Audited Financial Statements for the year ended 31st March 2019.
| || ||(र In lakhs) |
|Particulars ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Income || || |
|Other Income || ||23.54 |
|Expenditure ||9.05 ||13.63 |
|Interest ||0.62 || |
|Depreciation & Exceptional Items || || |
|Profit / (Loss) before tax ||(9.67) ||9.91 |
|Tax Expenses ||0.25 ||37.24 |
|Profit / (Loss) after tax ||(9.92) ||(27.33) |
|Balance brought forward from previous year ||(17563.59) ||(17536.26) |
|Balance carried over ||(17573.51) ||(17563.59) |
REVIEW OF OPERATIONS AND OUTLOOK
The Company still does not have any business. Status quo as last year continues.Management is exploring various opportunities for revival of the Company. Cost cuttingmeasures on all fronts are being continued.
The Company has not accepted any fixed deposits from public during the year.
TRANSFER TO RESERVES
In view of the losses transfer to General Reserves is not applicable.
In view of the loss incurred the Board does not recommend any dividend for thefinancial year ended 31st March 2019.
Mr Meleveettil Padmanabhan holding DIN 00101997 retires by rotation at the ensuingAnnual General Meeting and being eligible he offers himself for re-election.
During the year Mrs Sangeetha Pichamuthu holding DIN 08209924 was appointed as anAdditional Director pursuant to the provisions of Section 161 read with Section 149 of theCompanies Act 2013 and she holds office upto the date of the ensuing Annual GeneralMeeting. Based on the recommendation of the Nomination and Remuneration Committee theBoard recommends the appointment of Mrs Sangeetha Pichamuthu as an Independent Directornot liable to retire by rotation for a period of five years from the date of the forthcoming AGM. The Director has made a declaration to the effect that she meets the criteriafor independence as provided in Section 149(6) of the Companies Act 2013. The Company hasreceived a notice in writing under Section 160 of the Companies Act 2013 from a memberproposing her candidature for the office of Director of the Company.
At the AGM held on 30th September 2014 Mr R Kalyanaraman holding DIN00041770 and Mr G Venkatarajulu holding DIN 2206405 were appointed as IndependentDirectors for a period of 5 years with effect from that date of AGM. However as perSection 149(10) of the companies Act 2013 they are eligible for reappointment for afurther term of upto five years by passing a special resolution by the company and adisclosure is made in the board's report. The Directors have made a declaration to theeffect that they meet the criteria for independence as provided in Section 149(6) of theCompanies Act 2013. The Company has received a notice in writing under Section 160 of theCompanies Act 2013 from a member proposing their candidature for the office of DirectorsThe Nomination and Remuneration Committee recommended to the Board the appointments of MrR Kalyanarman and Mr G Venkatarajulu as Independent Directors for a second term of fiveconsecutive years from the date of the forthcoming AGM.
The Board met 5 times during the financial year on 29.5.2018 27.7.2018 30.8.201812.10.2018 and 1.2.2019. One meeting of the Independent Directors was held on 1.2.2019.
M/s. SVSR & Associates (erstwhile M/s. Srikaanth and Co) (Firm RegistrationNo.014139S) Chartered Accountants Chennai were appointed as the Statutory Auditors of theCompany at the AGM held on 26.9.2017 for a period of five years from the conclusion of the23rd AGM till the conclusion of the 28th AGM subject to ratificationby the members at every AGM. However the Companies (Amendment) Act 2017 has dispensedwith the requirements of annual ratification of the Statutory Auditors' appointment.Accordingly the appointment of Statutory Auditors will not be placed for the ratificationof the members at the ensuing AGM. The Auditors' Report on the financial statements of theCompany for the year under review does not contain any qualification reservation oradverse remark.
Nothing to report since there are no operations and no employees except the WholetimeDirector.
Audit Committee consists of majority of Independent Directors as its members. Duringthe year Audit Committee met four times the details of which are given in the CorporateGovernance Report.
The details of Nomination and Remuneration Committee and Shareholders / InvestorsGrievance Committee (Stakeholders Relationship Committee) are given in the CorporateGovernance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from all Independent Directors confirming that they meet the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013 read withRegulation 26 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company has a Nomination and Remuneration Policy in place. Any Remuneration payableto Directors / Senior Management Personnel are based on the approval of Nomination andRemuneration Committee. Presently this is not applicable as there is no remunerationpayable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not given anyguarantee or provided any security to any person.
The company has a Risk Management Policy. However as per SEBI regulations RiskManagement Committee is not mandatory to the Company
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy for Related Party Transactions. However during theyear no contracts / arrangements were entered into by the company with related parties (ReferAnnexure 1).
FORMAL ANNUAL EVALUATION
In terms of the provisions of the Companies Act 2013 and the Listing regulations theBoard reviewed and evaluated its own performance and of various Committees. Theperformance evaluation of the Independent Directors were carried out by the entire Board.The performance evaluation of the Chairman and Non-Independent Directors were carried outby the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a Whistle Blower Policy for Directors / Employees.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control procedure in place. The internalfinancial controls are verified and certified by an independent Audit Firm.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Policy is not applicable to the Company.
Internal Audit for the financial year ended 31st March 2019 was conducted byan independent firm viz. M/s Durv and Associates LLP Chartered Accountants to evaluateeffectiveness and adequacy of internal controls.
Mr B. Prabhakar Practicing Company Secretary Chennai was appointed as the SecretarialAuditor to undertake the Secretarial Audit of the Company for the financial year 2018-19.The Secretarial Audit Report is annexed to and forms part of this report (Refer Annexure2). COST AUDIT
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
Not applicable as there are no woman employees.
There were no material changes and commitments during the financial year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) the Directors had 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 at the end of the financial year and ofthe profit / loss of the Company for that period;
c) the Directors had 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 had prepared the annual accounts on a going concern basis.
e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Reporting on various aspects of MDA will not be appropriate at present as the Companyhas still not taken off after being hit severely due to global economic crisis. Allpossible efforts to revive/restructure the business are being explored. However for thebenefit of members current situation relating to IT industry in general are briefed inthis section even though they may not be applicable to the company in the presentscenario.
Nasscom has decided to share indicative trends for what industry could look at the nextyear instead of giving its annual revenue growth guidance in order to make the data andtrends more relevant keeping up with the changing macro factors and technology shifts inthe industry
Nasscom had earlier guided a 7-9 per cent revenue growth for IT services in constantcurrency terms for the industry for 2018-19 but the industry had ended with is the exportgrowth at 9.2 per cent. Domestic revenues have grown by 7.9 per cent. In FY 2019 the ITsoftware and services revenues growth crossed र165 billion with the overall ITexports growing to र137 billion compared to र126 billion in FY18 and domesticrevenues growing to र44 billion from र41 billion in FY18.
According to the Nasscom CEO Survey for 2019-20 half of the CEOs believe the globaleconomic and business outlook will be somewhat lower than or significantly lower than2018 while the rest see it either will be same or improve.
The financial statements are prepared in compliance with the requirements of CompaniesAct 2013 and applicable accounting standards. Nothing to report in HR issues since thereare no operations and no employees except Wholetime Director.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required Regulation 34 (3) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and a Compliance Certificate from the Statutory Auditors are annexed to and formspart of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy technology absorptionas required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the Company has nothing specific to report.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of foreign exchange earnings and outgo are as detailed below:
| || ||र In lakhs |
|Particulars ||2018-19 ||2017-18 |
|Expenditure in Foreign Currency ||Nil ||Nil |
|Earnings in Foreign Currency ||Nil ||Nil |
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2018-19 as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of thisreport (Refer Annexure 3).
EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in the prescribed form MGT 9 is annexed to and formspart of this report (Refer Annexure 4) and the same is also posted on Company'swebsite www.quintegrasolutions.com.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
The Board records its appreciation for the continued support and cooperation receivedfrom all its associates the shareholders customers suppliers banks and GovernmentDepartments and all concerned.
| ||For and on behalf of the Board |
|Place : Chennai ||Meleveettil Padmanabhan |
|Date : 12th August 2019 ||Chairman |