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Directors Report of Quest Softech (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Sixteenth (16th) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs.in lakhs)

Particulars FY 2014-15 FY 2013-14

Total Revenue 49.84 9.72

Profit Before Interest and Tax 5.09 (26.96)

Finance Charges - -

Profit Before Tax 5.09 (26.96)

Provision for Tax (2.93) (2.30)

NetProfitAfterTax 8.08 (24.66)

Transferred to General Reserve - -

Proposed Dividend - -

Closing Balance in Statement of Profit and Loss (514.37) (521.59)

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

Quest Softech (India ) Limited ("Quest") is a Public Limited Company, listed on Bombay Stock Exchange (BSE) Limited on July 05, 2013. The main business of the Company is providing software and hardware consulting services related to the preparation and maintenance of accounting information and reports. The registered and corporate office of Quest is in Mumbai.

3. DIVIDEND

In view of unavailability of sufficient profits, the Board of Director of the Company regrets their inability to recommend any dividend for the Financial Year ended March 31,2015.

4. RESERVES

Due to insufficient profit, the company has not transferred any amount to reserves during the year.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the 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 OR 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 by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as an Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

9. AUDITORS

a. Statutory Auditor

During the year, the auditor firm of your company firm got converted into Limited Liability Partnership. M/s Chokshi & Co. LLP (FRN - 131228W/W100044), Chartered Accountants hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Seventeenth AGM of the Company to be held in the year 2016.

b. 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 has appointed M/s. Dharmendra Sharma & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit Report is annexed herewith as Annexure II.

c. Internal Auditor

M/s Bajrang Paras & Co, Chartered Accountants, performs the duties of internal auditor 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 the Statutory Auditors in their report and the said Auditor's Report & notes to accounts are self-explanatory.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 4 (four) times during the year under review. In addition to this, one meeting of Independent Director's was also held. The details of the meetings of the Board including of its Committees and Independent Directors' meeting are given in the Report on Corporate Governance section forming part of this Annual Report.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, a meeting of Independent Directors was held on November 17, 2014, without the attendance of non-independent directors and members of Management. In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives.

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 31,2015, was Rs. 10 crore. There was no change in the Authorised or Paid-up Capital/Subscribed Capital during FY 2014-15.

15. DECLARATION BY INDEPENDENT DIRECTORS AND RE- APPOINTMENT, IF ANY

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

16. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to 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 Board of Directors of the Company in appropriate or exceptional cases.

17. EXTRACT OF ANNUAL RETURN

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

18. DEPOSITS

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

19. MANAGERIAL REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration.

20. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Dharmendra Sharma & associates, practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as Annexure II. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Detail of Directors and Key Managerial personnel have been given in the Corporate Governance Report being part of this Annual report

The members at their Meeting held on September 30, 2014, had appointed Ms. Kalpana Sah and Mr. Paresh Zaveri as Independent Directors of the Company for a term up to March 31, 2019.

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

Necessary resolutions for appointment and re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointment and re-appointment are mentioned in the Explanatory Statement to the Notice.

22. COMMITTEES OF THE BOARD

The committee of the Board duly constituted as per clause 49 of Listing Agreement. It is disclosed separately in the corporate governance report, which forms part of the directors' report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has neither made any transaction with any related party and nor entered into any contract with any related party which is detrimental to the operation of the Company. Therefore, no such disclosure been annexed to this Report.

25. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to good corporate governance in line with the Listing Agreement and Quest Softech corporate governance norms. The Company is in compliance with the provision on corporate governance specified in the Listing Agreement with BSE.

A certificate of compliance from Mr. Deepak Prakash Rane, Practicing Company Secretary on Corporate Governance form part of this Annual Report.

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), directors furnish herein below the additional information

a. Conservation of Energy

Although the operation of the Company is not energy intensive, it continues to adopt energy 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 not applicable to the company.

b. Technology Absorption

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

c. Foreign exchange earnings and outgo

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to unavailability of sufficient profit, Company could not contribute to the Corporate Social Responsibility activities.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Executive Director Ratio to medianremuneration

Mr. Dhiren Kothary 0.25

Non-Executive Director Ratio to median remuneration

Mr. Suresh Vishwasrao -

Mr. Paresh Zaveri -

Ms. Kalpana Sah -

b) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Directors, Chief Executive Officer, % increase in remuneration Chief Financial Officer and Company in the financial year Secretary

Mr. Dhiren Kothary* -

Mr. Suresh Vishwasrao -

Mr. Paresh Zaveri -

Ms. Kalpana Sah Ms. Archana Tripathi* -

* Since this information is for part of the year, the same is not comparable.

c) The percentage increase in the median remuneration of employees in the financial year -

47%

d) The number of permanent employees on the rolls of company -

2 (Two)

e) The explanation on the relationship between average increase in remuneration and company performance-

The increase in company revenue for the Financial Year 14-15 over 13-14, was 413% and the average increase in remuneration was 194%. The average increase in remuneration is not based on Quest Softech's performance alone, but also takes into consideration other factors like market benchmark data; the average increases being given by peer companies, industrial standard rate and overall budgetary impact within the Company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Aggregate remuneration of key managerial FY15 (in lakhs) personnel (KMP)

Revenue (in lakhs) 49.85

Remuneration of KMPs (as % of revenue) 9.49

Profit before Tax (PBT) (in lakhs) 5.09

Remuneration of KMP (as % of PBT) 92.97

g) Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalisation ( in lakhs) 764 864 (11.57)

Price Earnings (PE) Ratio 95.20 - -

*Due to loss in FY 2013-14, the PE ratio cannot be derived.

h) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies -

The Company was listed as a result of Scheme of Arrangement and has not come out with an IPO. Hence the details of the same are not applicable

i) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration-

The average increase in salary of employee during the year was 257%. There is no exceptional increase in the remuneration of Managerial Remuneration in comparison to the average increase in the salary of other employees.

j) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Key Managerial Personnel Mr. Dhiren Ms. Archana Kothary Tripathi, Company Executive Director Secretary (w.e.f. October (w.e.f. July 16, 01, 2014) 2014)

Remuneration in FY 2015 (in lakhs) 0.6 4.13

Revenue 49.85 49.85

Remuneration as % of revenue 1.20 8.29

Profit before Tax (PBT) (in lakhs) 5.09 5.09

Remuneration (as % of PBT) 11.79 81.18

k) The key parameters for any variable component of remuneration availed by the directors -

None

l) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year -

5.89 times

m) Affirmation that the remuneration is as per the remuneration policy of the company-

The Company affirms that remuneration is as per the remuneration policy of the Company. The statement containing particulars of employees as required under Section 197(12) of the Act is provided in this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

29. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate and were operating effectively;

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

30. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees.

31. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy work towards identifying internal and external risks and implementing risk mitigation steps.

32. DISCLOSURES OF RATIO OF REMUNERATION TO EACH DIRECTOR

The disclosure on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in this report.

33. LISTING WITH STOCK EXCHANGES

The Company's shares are listed on Bombay Stock Exchange (BSE) Ltd. with effect from July 05, 2013. The annual listing fee for the financial year 2015-16 to BSE has been paid and requisite taxes in respect of listing fees has been deposited to the statutory authority.

34. MATERIAL CHANGES AND COMMITMENTS

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

35. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Company's employees at all levels which has continued to be our major strength. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors also thank the shareholders, investors, customers, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dhiren Kothary Suresh Vishwasrao Executive Director Non-Executive Director (DIN-00009972) (DIN-00837235)

Date : August 14, 2015 Place : Mumbai

Registered Office:

27, Maker Bhavan II 2nd Floor, 18, New Marine Lines Mumbai - 400 020.








Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 15th Annual Report of Quest Softech (India) Limited ("the Company") along with the Audited Accounts for the financial year ended 31st March, 2014.

1. BACKGROUND :

Quest Softech (India ) Limited ("Quest") is a Public Limited Company listed on Bombay Stock Exchange (BSE) on 5th July, 2013. The main business of the Company is IT/BPO services related to the preparation and maintenance of accounting information and reports. The registered and corporate office of Quest is in Mumbai.

2. FINANCIAL PERFORMANCE:

(Rs. in Lacs)

Particulars Current Year Previous Year 2013-14 2012-13

Total Income 9.72 9.52

Profit/(Loss) before Depreciation, 5.49 1.83 Interest &Tax

Interest NIL NIL

Depreciation 32.44 32 44

Profit/(Loss) before Tax (26.95) (30.61)

Profit/(Loss) after Tax (24.66) (41.83)

Balance carried over to the Balance (521.59) (496.93) Sheet

3. FINANCIAL REVIEW

During the year, the Company's net sales have been increased to Rs. 9.72 lacs from Rs. 9.52 lacs in the previous FY 2012-13. The Company has recorded total income from operations aggregating to Rs. 9.72 lacs as compared to Rs. 9.52 in the FY 2012-13. The Net loss for the year was Rs. 24.66 lacs as against loss of Rs.41.83 lacs in the previous year.

4. AMOUNT TRANSFERRED TO RESERVE

Pursuant to section 217 (1) (b) of the Companies Act, 1956, the Company has not made profit in FY 2013-14. Therefore, no such amount transferred to reserves.

5. BUSINESS OUTLOOK

Your Company seeks to elevate the clients' finance and accounting functions from transactional requirements into tools that can be used to effectively manage the business. Our unique business process outsourcing methodology and approach, work to optimize operations across the full range of finance and accounting functions. We serve as a single window outsourcing solution for all Finance, Accounting and Tax Related services. The future prospects for the services offered by your Company are very encouraging.

6. SHARE CAPITAL

The Company became listed entity with Bombay Stock Exchange (BSE) on 5th July, 2013. The Paid-up Equity Share Capital of the Company on March 31, 2014, was INR. 10 crore, as per the shareholding pattern mentioned in clause 15 (C) of Corporate Governance report. There was no change in the Authorised or the Paid-up Capital/Subscribed Capital during FY 2013-14.

7. DIVIDEND

In view of unavailability of sufficient profits, the Board of Directors of the Company regrets their inability to recommend any dividend for the financial year ended 31st March. 2014.

8. AUDITORS

(I) STATUTORY AUDITORS

M/s Chokshi & Co. Chartered Accountants (ICAI Firm registration No. 131228W), were appointed as the Statutory Auditor of the Company at the Annual General Meeting ("AGM") held on 30th September 2013. The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment and has also obtained eligibility certificate and consent letter from the statutory auditor stating their willingness to get re-appointed. The statutory auditor has completed two year of their term and eligible to hold office up to the conclusion of the Seventeenth Annual General Meeting of the Company. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s Chokshi & Co. Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of two years from the conclusion of this AGM till the conclusion of the Seventeenth AGM of the Company of the Company and authorize the Board of Directors to fix their remuneration.

(II) SECRETARIAL AUDITOR

As per section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard. The Directors inform member that the Company has appointed Mr. Deepak Rane, Practicing Company Secretary (CP No.8717) as Secretarial Auditor for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board's report to the shareholders

(III) INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013 and (Rule 13) of the Companies (Accounts) Rules, 2014. The Company is willing to appoint a qualified Chartered Accountant and member from the Institute of Chartered Accountants of India (ICAI) as an Internal Auditor of the Company. With Consultation of Internal Auditor, the Audit Committee will formulate scope, functioning, periodicity and methodology for conducting the internal audit of the Company.

9. AUDIT OBSERVATIONS

Auditors Observations are suitably explained in notes to the Accounts and are self- explanatory.

10. SUBSIDIARY COMPANY

The company does not have any subsidiary company at present. Therefore, Clause 49(III) of the Listing Agreement does not apply to the Company

11. RESIGNATION OF COMPLIANCE OFFICER MR. A. SILUVAIRAJAN:

Due to the reason of professional growth, Mr. A, Siluvairajan, Compliance Officer of the Company, resigned from the post of Compliance officer of the company on 13th September, 2013. The Directors place on record his appreciation of the invaluable contribution and guidance provided by him during his tenure as a Compliance Officer of the Company. Further, the Company is in process of appointing new Company Secretary and Compliance Officer of the Company, During the vacancy of the said officer, Mr. Dhiren Kothary, Executive Director of the Company has been appointed as a Compliance Officer of the Company

12. DIRECTORS

In accordance with section 152 (6) of the Companies Act, 2013 and clause 127 of Articles of Association of the Company, Mr. Dhiren Kothary (DIN-00009972), Executive Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company . Mr. Dhiren Kothary is eligible and offers himself to get re-appointed at the ensuing Annual General Meeting with remuneration not exceedinq Rs. 1,20,000 p.a.

13. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any Public Deposits from the Public under section 58A of the Companies Act, 1956 and rules framed there under.

14. ACCOUNTS AND ACCOUNTING STANDARDS

The Company adheres to the Accounting Standards issued by The Institute of Chartered Accountants of India ("ICAl") in the preparation of its financial statements.

15. PARTICULARS OF EMPLOYEES

There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975 as amended

16. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 2013 with respect to the Director's Responsibilities Statement, it is hereby confirmed:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standard had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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; and

(e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

17. PARTICULARS OF CONTRACT OR AGREEMENT WITH RELATED PARTY TRANSACTION

Pursuant to section 297 of the Companies Act, 1956, the Company has neither made any transaction with any related party and nor entered into any transaction with the related party which is not detrimental to the operation of the Company.

18. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.During the year under review, relationship with the employees is cordial.

19. VIGIL MECHANISM

The Company is in the process of formulating a policy on vigil mechanism as required under the Companies Act, 2013.

20. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), directors furnish herein below the additional information

a. Conservation of Energy

Although the operation of the Company is not energy intensive, it continues to adopt energy conservation measure at all operational levels. The disclosure of particulars in the prescribed format A under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, is not applicable to the company.

b. Technology Absorption

Your Company has not imported any technology during the year under review Foreign Exchange Earning and Outgo.

c. Foreign Exchange Earning and Outgo

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

21. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

22. ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to Quest customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company.

For and on behalf of the Board of Directors

Dhiren Kothary Suresh Vishwasrao Executive Director Director (DIN-00009972) (DIN-00837235)

Date: 14th August, 2014 Place: Mumbai

Read. Office:

27, Maker Bhavan II

2nd Floor, 18, New Marine Lines,

Mumbai - 400020.


Mar 31, 2010

To The Members,

The Directors have pleasure in presenting the Eleventh Annual Report along with the Audited Accounts for the year ended on 31st March, 2010

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Current Year Previous Year 2009-10 2008-09

Income from Operations 141.87 114.11

Other Income 0.80

Profit / (Loss) before Interest, Depreciation & Taxation (67.61) 0.08

Financial Charges 9.40 125.18

Depreciation 44.25 44.25

Profit / (Loss) before Tax (121.26) (169.35)

Provision for Tax (net) (5.50) 6.55

Profit / (Loss) after Tax (115.76) (175.89)

Balance brought forward from Previous Year (342.54) 0.29

Debit balance on account of Scheme of Arrangement 166.93

Balance carried to Balance Sheet (458.30) (342.54)

FINANCIAL REVIEW

During the year under review, your Company recorded Income from Operations aggregating to Rs 141.87 lac as against Rs. 114.11 lac in the previous year, registering a growth of 24.33%. The Loss before tax has been Rs. 121.26 lac as against Rs. 169.35 lac in previous year, thereby recording a decrease in loss by 28.40%.

DIVIDEND

In view of the loss incurred during the financial year by the Company, your directors express their inability to recommend any dividend for the year ended 31st March 2010.

BUSINESS OUTLOOK

The main business of the company is IT/BPO services relating to preparation and maintenance of accounting information and financial reports. Your Company seeks to elevate the clients'' finance and accounting functions from transactional requirements into tools that can be used to effectively manage the business. Our unique business process outsourcing methodology and approach, work to optimize operations across the full range of finance and accounting functions. We serve as a single window outsourcing solution for all Finance, Accounting and Tax Related services. Considering the present demand scenario, the future prospect for the services offered by your Company looks very encouraging.

ALLOTMENT OF SHARES PURSUANT TO SCHEME OF ARRANGEMENT

Pursuant to the approval of the Honourable High Court of Judicature at Mumbai under sections 391 - 394 of the Companies Act, 1956 to the Scheme of Arrangement, the software services division of Continental Controls Limited has been demerged and transferred to the your Company. In consideration of the same, your Company has issued and allotted 4,421,256 equity shares of Rs. 10/- each fully paid of the company to the shareholders of the Continental Controls Limited on 6th July, 2009. Thereby, the equity share capital of the company has increased from Rs. 55,787,440/- to Rs 100,000,000/-.

LISTING OF EQUITY SHARES

Your directors wish to inform that the Company is in the process of listing its equity shares on the Bombay Stock Exchange Limited.

DIRECTORS

Mr. Dhiren B. Kothary, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Paresh C. Zaveri was appointed on the Board as an Additional Director with effect from 1s''April 2010. He shall hold office until the ensuing Annual General Meeting. The Company has received a Notice from a member pursuant to Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Paresh C. Zaveri for office of Director of the Company. Since the appointment of Mr. Paresh C. Zaveri is in the best interest of the company, the Board recommends his appointment for your approval.

Mr. Sesha Srinivas Malladi resigned as Director of the Company with effect from 1st April, 2010. Your Directors put on record the contribution made by Mr. Sesha Srinivas Malladi during his tenure as Director of the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposits from the Public under section 58Aof the Companies Act, 1956 and rules framed thereunder.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31sl March, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the accounts for the year under review on a ''going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

A. Conservation of Energy

The operations of your Company are not energy intensive, therefore impact of energy saving devices are insignificant. Adequate measures have, however, been taken to reduce energy consumption.

B. Research & Development (R&D)

Your Company is predominantly a service provider and therefore has not set up a formal R&D unit. However, continuous research and development is carried out as an integral part of the activities of the Company.

C. TechnologyAbsorption

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

D. Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits specified under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975.

AUDITORS

The present statutory auditors of the company M/s. Ashok Gokani & Co., Chartered Accountants, Mumbai, hold their office until the conclusion of the ensuing Annual General Meeting. The present auditors have confirmed their willingness and eligibility under section 224(1 B) of the Companies Act, 1956 for their reappointment for the financial year 2010-11 at the remuneration to be decided by the Board of Directors. The members are requested to consider their re-appointment for the current financial year 2010-11 and authorize the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENTS

The Board of Directors put on record their sincere thanks to the clients, vendors, bankers for their continued support and co-operation.

Your Directors also place on record their appreciation for the business associates and shareholders.

DATE : 30.08.2010 By order of the Board of Directors

PLACE : Mumbai Dhiren B Kothary

Registered Office: Director

27, Maker Bhavan No. 2,

2nd Floor, 18, New Marine Lines,

Mumbai - 400020.

 
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