Your Directors have pleasure in presenting the Twentyeighth Annual Report together withthe Audited Financial Statements for the year ended 31s* March 2022.
| || ||(Rs. In lakhs) |
|Particulars ||For the year ended 31.03.2022 ||For the year ended 31.03.2021 |
|Income ||- ||- |
|Other Income ||- ||- |
|Expenditure ||5.94 ||0.37 |
|Interest ||- ||- |
|Depreciation & Exceptional Items ||- ||- |
|Profit / (Loss) before Tax ||(5.94) ||(0.37) |
|Tax Expenses (for earlier years) ||- || |
|Profit / Loss after Tax ||(5.94) ||(0.37) |
|Balance brought forward from previous year ||(17781.83) ||(17781.46) |
|Balance carried over ||(17787.77) ||(17781.83) |
REVIEW OF OPERATIONS AND OUTLOOK
The Company still does not have any business. All cost cutting measures are implementedmore effectively. Attempts to revive the Company continue. There was no Change in thenature of the business of the Company done during the year.
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 2022.
Mr Meleveettil Padmanabhan (DIN: 00101997) Director retires by rotation at theensuing Annual General Meeting and being eligible he offers himself for re-election.
Mr K S M Rao (DIN: 02096588) Independent Director of the company will cross the age of75 years with effect from 1.8.2022. Pursuant to Regulation 17(1A) of Securities andExchange Board of India (Listing Obligations and Disclosure requirements) Regulations2015 as amended from time to time approval of the members by means of a special resolutionis being sought for him to continue to hold office of the Independent Director of theCompany for the remaining period of his term till 30th July 2026notwithstanding that he would be over 75 years of age with effect from 1.8.2022.
Brief resume of the Directors nature of expertise and names of Companies in which theyhold directorship and membership/ chairmanship in Board / Committees as stipulated underRegulation 36(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are provided in the Annexure to the Noticeconvening the Annual General Meeting.
The Board met 4 times during the financial year the details of which are given in theCorporate Governance Report.
M/s. SVSR & Associates (Firm Registration No.014139S) Chartered AccountantsChennai were appointed as the Statutory Auditors of the Company at the AGM held on26.9.2017 for a period of five years from the conclusion of the 23rd AGM tillthe conclusion of the 28th AGM. As the tenure of Auditors ends with theconclusion of the forthcoming AGM the Board considered it necessary to reappointment themfor a further term of five years from the conclusion of 28th AGM till theconclusion of 33rd 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 employees except Wholetime Directorand Company Secretary.
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/Key Managerial Personnel are based on the approval of Nomination andRemuneration Committee.
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
During the year no contract / arrangement were entered into by the Company with relatedparties pursuant to Section 188 of the Companies Act 2013.
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 Director 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 2022 was conducted by anindependent 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 2021-22.The Secretarial Audit Report is annexed to and forms part of this report (ReferAnnexure l).
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
Not applicable as there are no 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 31stMarch 2022 the applicable accounting standards had been followed along with properexplanation relating 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reporting on various aspects of MDA will not be appropriate at present as the Companyhas still not come out of financial and operational crunch. All possible efforts torevive/restructure the business are being explored. However for the benefit of memberscurrent situation relating to IT industry in general as reported by Nasscom are briefed inthis section even though they may not be applicable to the company in the presentscenario.
Nasscom reported that India's IT Sector is set to become a USD 227 billion industry inFY'22 registering a 15.5 per cent growth which is the highest in over a decade and termedit as a year of resurgence after the one of resilience in the immediate aftermath of thepandemic. Annual growth rates have now increased to around 15-20% which were 6-7% beforethe pandemic. However the industry's growth has brought with it an increased scale ofattrition as other Indian IT majors and newer tech start-ups are competing for the sametalent pool. In its yearly strategic review for FY22 Nasscom said the industry added 4.5lakh new jobs to take the overall direct employees to 50 lakh people. Indian softwareproduct industry is expected to reach around US Rs. 100 billion by 2025.
The allocation of Rs. 88567.57 crore (US Rs. 11.58 billion) for IT andtelecom sector in Union Budget 2022-23 is one of the major initiatives taken by theGovernment. With strong governmental support good English based educational system largetalent pool and the open market India has a flourishing IT industry and earned awell-deserved place in the global market. Indian companies are focusing to investinternationally to expand global footprint and enhance their global delivery centres.Having proven its capabilities in delivering both on shore and off shore services toglobal clients emerging technologies now offer new scope of opportunities for top IT firmsin India.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required Regulation 34 (3) read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and a Compliance Certificate from the Statutory Auditorsare annexed to and forms part 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
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 2021-22 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 2).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
As required under Section 92(3) read with Section 134 (3)(a) of the Companies Act2013 the Annual Return for the year 2021-22 is put up on the Company's website and can beaccessed at https:// quintegrasolutions.com/download/MGT-7-2022.pdf
The Board records its appreciation for the continued support and cooperation receivedfrom all its associates the shareholders customers suppliers banks GovernmentDepartments and the employees.
| ||For and on behalf of the Board |
|Place : Chennai ||Meleveettil Padmanabhan |
|Date : 28*h June 2022 ||Chairman |