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Directors Report of Ampvolts Ltd.
Mar 31, 2025
The Board of Directors have pleasure in presenting their Twenty Sixth (26th) Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(? In lakhs)
|
Particulars |
For the year ended |
For the year ended |
|
Total Income |
297.71 |
106.20 |
|
Total Expenses |
369.09 |
323.38 |
|
Profit / (Loss) before exceptional item and tax |
(71.38) |
(217.18) |
|
Exceptional Items |
- |
- |
|
Profit/ (Loss) before Tax |
(71.38) |
(217.18) |
|
Less: Tax expenses |
117.66 |
7.01 |
|
Profit / (Loss) after Tax |
46.28 |
(210.17) |
|
Other Comprehensive Income (net of Tax) |
0.18 |
- |
|
Total Comprehensive Income for the period |
46.46 |
(210.17) |
The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have
been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of
Corporate Affairs and as amended from time to time.
2. BRIEF DESCRIPTION OF COMPANY AFFAIRS DURING THE YEAR
The Company is engaged in the business of sales and services related to Electric Vehicle (EV) chargers and
charging stations. Its operations include trading of EV charging equipment, installation and commissioning
of chargers, site feasibility assessment, and provision of after-sales services including Annual Maintenance
Contracts (AMCs). The Company caters to individual consumers, commercial establishments, and fleet
operators, thereby contributing to the development of a sustainable EV charging ecosystem in India.
3. DIVIDEND
The Board of the Company regrets their inability to recommend any dividend for the financial year ended
March 31, 2025, due to the inadequate profits.
4. RESERVES
No amount is proposed to be transferred to the reserves for the financial year ended March 31, 2025.
5. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year and the date of signing of this report.
6. 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 period under review, no significant and material orders have been passed by the regulators or
courts or tribunals impacting the going concern status of the Company or will have bearing on Company''s
operations in future.
7. 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.
8. AUDITORS
i. Statutory Auditors
At the Twenty Second (22nd) AGM held on September 30 2021, the members of the Company
approved the appointment of M/s. Bansi Khandelwal & Co., Chartered Accountants (Firm Registration
No. 145850W) as statutory auditors of the Company for a term of 5 years from the financial year 2021¬
22 onwards at such remuneration plus service tax, out-of-pocket, travelling and living expenses,
etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.
Accordingly, M/s. Bansi Khandelwal & Co. will continue as statutory auditors of the Company till the
financial year 2026.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of
seeking ratification of appointment of statutory auditors by members at each AGM has been done
away with. Accordingly, no such item has been considered in notice of the Twenty-Six (26th) AGM.
ii. Secretarial Auditors
Mr. Mehul Bambhroliya, Practicing Company Secretary, Mumbai (M. No. 28191/COP No. 10198) was
appointed as the Secretarial Auditor of the Company of the Company for a period of 5 consecutive
years, commencing from FY 2025-26 to FY 2029-30, at the Board meeting held on August 13, 2025,
based on the recommendation of the Audit Committee, subject to the approval of the Members at the
ensuing AGM of the Company. He will undertake secretarial audit as required and issue the necessary
secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of
the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and amended Regulation 24A of the Listing Regulations. He has confirmed that his appointment
complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members''
approval for his appointment forms part of the Notice.
The Secretarial Audit Report confirms that the Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The
Secretarial Audit Report is provided as Annexure-I to this Report. The observation mentioned in the
Secretarial Audit report is self -explanatory.
iii. Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 and on recommendation of the Audit Committee, the Board in its meeting held on 20th
July, 2023, appointed M/s. H A Parikh and Company , Chartered Accountant was appointed as the
internal auditor of the Company w.e.f. 20th July, 2023 for the consecutive period of five years i.e from
financial year 2023-24 to 2027-28.
M/s. H A Parikh and Company performed the duty of internal auditor of the Company for the F.Y.
2024-25.
9. AUDITORS'' REPORT
There was no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor in
their report and the said Auditor''s Report & notes to accounts are self-explanatory.
10. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 11 (Eleven) times during the year under review. The
Board meetings were held on 27th April, 2024, 26th June, 2024, 14th August, 2024, 3rd October, 2024,
10th October, 2024, 14th November, 2024, 29th November, 2024, 4th December, 2024, 25th January, 2025,
13th February, 2025 and 20th February, 2025. The intervening gap between the two consecutive meetings
was within the period prescribed under the Act and Listing Regulations including circulars / notifications
issued thereunder.
The attendance of the directors is as under:
|
Name of the Directors |
Category |
No. of Board |
No. of Board |
|
Mr. Vipul Chauhan |
Managing Director |
11 |
11 |
|
Mr. Naimish Raval |
Executive Director |
11 |
11 |
|
Mrs. Tejas Shah |
Non-Executive Independent Director |
11 |
11 |
|
Mr. Jaydeep Mehta |
Non-Executive Independent Director |
11 |
7 |
|
Mr. Bipin Hirpara |
Non-Executive Independent Director |
11 |
6 |
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company had no subsidiary, joint venture or associate company during the financial year 2024-25.
12. SHARE CAPITAL OF THE COMPANY
As on 31st March, 2025, the share capital of the company is '' 25,83,51,069 divided as under:
a. Issued, Subscribed and fully Paid up: 2,57,10,913 Equity Shares of '' 10/- each
b. Issued, Subscribed and partly Paid up:
a. 1,82,036 Equity Shares of '' 10/- each out of which '' 3/- paid up
b. 1,07,051 Equity Shares of '' 10/- each out of which '' 6.50/- paid up.
13. UTILIZATION OF FUNDS RAISED THROUGH RIGHTS ISSUE OF SHARE CAPITAL
The Board of Directors of the company has passed a resolution at its meeting held on July 26, 2023,
approving the Rights Issue of Equity Shares of the Company of Face value '' 10/- each at issue price
of '' 30/- each, for an aggregate amount of up to '' 4,800.00 lakhs ("the Rights Issue"), to the existing
Shareholders (i.e.8 (Eight) Equity Shares for every 5 (Five) Fully Paid Equity Shares held) of the Company as
on the record date ("Eligible Equity Shareholders").
Company has received '' 3,153.01 lakhs in year ended March 31, 2025 and '' 1,600.00 lakhs towards issue of
partly paid share (i.e. '' 3/- per share) pursuant to right issue till March 31, 2024. Utilisation of these money
in respective year of receipt is as under:
|
Particulars |
For the year ended |
For the year ended |
|
Repayment of Loan along with interest* |
- |
973.11 |
|
General Business Purpose |
171.79 |
51.50 |
|
Investment in fixed deposit - temporary parking of funds |
2,613.00 |
609.80 |
|
Balance amount available in Bank at the end of year, 31st March, |
5.00 |
- |
|
Addition to Fixed Assets |
225.18 |
- |
|
Advance to Vendors |
1,188.50 |
- |
|
Meter Security Deposits |
47.16 |
- |
|
Security Deposits for Charging hub |
200.00 |
- |
|
Total |
4,450.63 |
1,634.41 |
|
Particulars |
Amount |
|
|
Fund received from Right Issue during F.Y. 24-25 |
3,153.01 |
|
|
FD of Previous year Utilised |
462.05 |
|
|
Overdraft Facility against Fixed Deposit utilised during F.Y. 24-25 |
835.57 |
|
|
Total |
4,450.63 |
|
* Note :- In the Letter of Offer filed with Exchange at time of right issue, Company had disclosed repayment of loan as one
of the purpose for utilisation of funds amounting to '' 427.44 Lakhs. However, due to delay in getting funds by way of right
issue, promoter company provided additional loan for procuring and installing electric vehicle chargers and for general business
purpose. As company repaid the entire amount borrowed to promoter company, utilisation is disclosed under "Repayment of
loan".
14. WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization
of directors and employees who avails of the mechanism and provide for direct access to the Chairman of
the Audit Committee in appropriate / exceptional cases.
The details of the Vigil Mechanism Policy are given in the Report on Corporate Governance and the policy
is also posted on the website of the Company viz. www.ampvolts.com
We affirm that during the financial year 2024-25, no employee or director was denied access to the
Chairman of the Audit Committee.
15. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at www.ampvolts.com
16. PUBLIC DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits within the
meaning of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014. Accordingly, the provisions relating to furnishing details of deposits or unclaimed/
unpaid dividends are not applicable to the Company.
17. MANAGERIAL REMUNERATION AND OTHER DETAILS
The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial
Year 2024-25 was in conformity with the Nomination and Remuneration Policy of the Company.
18. REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and
on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has
adopted a policy (''Remuneration Policy'') for selection and appointment of Directors, Key Managerial
Personnel (''KMP''), Senior Management Personnel (''SMP''), other employees and their remuneration
including criteria for determining qualifications, positive attributes, independence of a director and other
related matters. There has been no change in the Remuneration policy during the current financial year.
The Remuneration Policy is placed on the website of the Company www.ampvolts.com.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Board of Directors of the Company comprised five Directors. The Board has an
appropriate and balanced mix of Executive, Non-Executive, and Independent Directors, in compliance
with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). The composition of the Board reflects a strong
commitment to sound corporate governance practices and effective oversight of the Company''s
management and operations.
a) Retirement by Rotation:
I n accordance with the provisions of the Companies Act, 2013 and the Articles of Association of
the Company, Mr. Naimish Raval, Executive Director, is liable to retire by rotation at the 26th
Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of
Directors recommends his re-appointment. A resolution seeking approval of the shareholders for
his re-appointment, along with the requisite details pursuant to Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued
by the Institute of Company Secretaries of India, forms part of the Notice convening the Annual
General Meeting.
b) Appointment and Re-appointment:
Mrs. Tejas Shah (DIN: 08626567) is an Independent Non-Executive Director on the Board of the
Company. She was first appointed as an Independent Director on February 20, 2020, and her
appointment was approved by the members at the Annual General Meeting held on September 30,
2020, for a term of five consecutive years commencing from February 20, 2020, to February 19, 2025.
I n view of the impending completion of her first term, the members of the Company, at the 25th
Annual General Meeting held on Tuesday, September 24, 2024, approved her re-appointment as
a Non-Executive Independent Director for a second term of five consecutive years, commencing
from February 20, 2025, to February 19, 2030. Her office shall not be liable to retire by rotation, in
accordance with the provisions of Section 149(13) of the Companies Act, 2013.
c) Declaration by from Independent Director(s) and Re-appointment, if any:
The Company has received declarations from all Independent Directors conveying that they meet
the criteria of independence and are not aware of any circumstances or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective of independent judgement and without any external influence. as laid down under
Section149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act
and the Company''s Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance with the
provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
which mandates the inclusion of Independent Director''s name in the data bank of Indian Institute of
Corporate Affairs ("IICA") till they continue to hold the office of an independent director.
None of the directors of your Company are disqualified under the provisions of Section 164(2) of
the Act. Your directors have made necessary disclosures, as required under various provisions of the
Companies Act, 2013 and the Listing Regulations.
I n the opinion of the Board, all the independent directors are persons of integrity and possess
relevant expertise and experience and are independent of the management.
d) Annual performance evaluation by the Board:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors has
carried out an annual evaluation of its own performance, the performance of individual Directors
(including Independent Directors), as well as the working of its committees.
The Nomination and Remuneration Committee of the Company has laid down the manner in which
such evaluation shall be carried out and has delegated the authority to the Board to implement
the evaluation process. In accordance with the methodology prescribed, the Board formulated a
structured questionnaire covering various aspects of its functioning, the effectiveness of Board
and Committee processes, and the performance of individual Directors and the Chairperson. The
questions were tailored considering the business requirements of the Company and the roles and
responsibilities assigned to the Directors.
The evaluation of each Committee was carried out by the Board based on evaluation reports
submitted by the respective Committees. The performance evaluation reports of individual
Directors were reviewed by the Chairman of the Board.
The key criteria considered for the performance evaluation of Directors included:
i. Attendance at Board and Committee meetings;
ii. Quality and depth of contribution during Board deliberations;
iii. Strategic inputs provided in shaping the future direction of the Company; and
iv. Value-added feedback and perspectives beyond information provided by the management.
The details of the programmes for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the website of the Company.
20. COMMITTEES OF THE BOARD
In accordance with the provisions of the Act and Listing Regulations, the Company has constituted four
committees of the Board namely: -
1) Audit Committee
2) Stakeholders'' Relationship Committee
3) Nomination and Remuneration Committee
4) Risk Management Committee (Not Mandatory as per LODR)
Details of all the Committees along with their composition, changes, if any, and meetings held during the
financial year 2024-25 are provided in the Corporate Governance Report, forming part of this Report.
21. 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.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE ACT
All contracts / arrangements / transactions entered by the Company during the financial year 2024¬
25 with related parties were in the ordinary course of business and on arm''s length basis and were
entered into based on considerations of various business exigencies, such as synergy in operations, their
specialization, etc. and in furtherance of the Company''s interests. Therefore, disclosure of Related Party
Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and Section 188 of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a
policy on Related Party Transactions and the same has been uploaded on its website www.ampvolts.com.
As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at
the 25th Annual General Meeting, by passing necessary resolution for Material Related Party Transactions
to be entered from the conclusion of the 25th Annual General Meeting (AGM) upto the date of the 26th
AGM. The transactions for F.Y. 2024-25 were within the approved limits. Further, the approval of members
is being sought for Material Related Party Transactions at the ensuing AGM.
The Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A
statement of all Related Party Transactions is placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.
23. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
I n accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed Report on Corporate
Governance for the financial year ended March 31, 2025, forms an integral part of this Annual Report.
Mr. Mehul Bambhroliya, Practising Company Secretary, who also serves as the Secretarial Auditor of the
Company, has certified that the Company has complied with the requirements of Corporate Governance
as stipulated under the Listing Regulations. The Compliance Certificate issued by him is annexed to the
Corporate Governance Report.
The Management Discussion and Analysis Report, as required under Regulation 34 of the Listing
Regulations, is presented in a separate section and forms part of this Annual Report, providing insights
into the financial and operational performance of the Company during the year under review, along with
future outlook.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The Provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings
and outgo are given in "Annexure - II" appended herewith, forming part of this Report.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of the Corporate Social Responsibility under the Companies Act, 2013 are not applicable
on the Company.
26. PARTICULARS OF EMPLOYEES
The information relating to remuneration and other details as required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is as under:
|
Name |
Designation |
Ratio of |
% increase in |
|
Mr. Vipul Chauhan |
Chairman and Managing Director |
14.17:1 |
- |
|
Mr. Naimish Raval |
Executive Director |
7.08:1 |
- |
|
Mrs. Tejas Shah |
Non- Executive Independent Director |
- |
Not Applicable* |
|
Mr. Jaydeep Mehta |
Non- Executive Independent Director |
- |
Not Applicable* |
|
Name |
Designation |
Ratio of |
% increase in |
|
Mr. Bipin Hirpara |
Non- Executive Independent Director |
- |
Not Applicable* |
|
Mrs. Mittal Shah |
Company Secretary and Compliance Officer |
0.76:1 |
- |
|
Mrs. Bhadresha Patel |
Chief Financial Officer |
1.31:1 |
14% |
*Non-Executive Independent Directors do not receive any remuneration other than sitting fees for
attending meetings of the Board of Directors and its Committees.
None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed
under Section 197 of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
27. DIRECTORS'' RESPONSIBILITY STATEMENT
Your directors, to the best of their knowledge and belief and according to the information and
explanations obtained by them and as required under Section 134(3)(c) and 134(5) of the Companies Act,
2013 state 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
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 as at March 31, 2025 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.
28. RISK MANAGEMENT AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board
periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a
properly defined framework.
29. LISTING WITH STOCK EXCHANGES
The Company''s shares are listed on BSE Ltd. with effect from July 05, 2013. The annual listing fee for
the financial year 2025-26 has been paid to BSE and requisite taxes in respect of listing fees have been
deposited within the due date to the statutory authority.
30. INFORMATION UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the constitution of the Internal Complaints
Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The members of the ICC C ommittee are as under
|
Sr. No. |
Name of the Members |
Designation |
|
1. |
Ms. Hetal Panchal |
Presiding Officer |
|
2. |
Mr. Naimish Raval |
Committee Member |
|
3. |
Mr. Sharad Rastogi |
Committee Member |
|
4. |
Dr. Sunita Sharma |
External Member |
During the financial year 2024-25, there was no complaint filed before the said Committee and there was
no complaint pending at the beginning or end of the said financial year.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the provisions of all applicable
Secretarial Standards as amended and issued by Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs and your Directors confirm compliance of the same the financial year
2024-25.
32. REPORTING OF FRAUDS
During the year under review, there have been no frauds reported by the Statutory Auditors of the
Company under sub-section (12) of Section 143 of the Act.
33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the year under review and till date of this Report, the Company has neither made any application
against anyone nor any proceedings were pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has neither availed any loan from banks or financial institution and hence there is no
application being ever made for One Time Settlement (OTS) with any banks or financial institution.
35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.
36. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on the March 31, 2025.
Male Employees: 8
Female Employees: 3
Transgender Employees: 0
This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.
37. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the
dedication and commitment of Company''s employees at all levels which has continued to be our
major strength.
The 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
Ampvolts Limited
(Formerly known as Quest Softech (India) Limited)
Vipul Chauhan Naimish Raval
Managing Director Executive Director
(DIN: 01241021) (DIN: 09359061)
Mar 31, 2024
The Board of Directors have pleasure in presenting their Twenty Fifth (25th) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Rs. In lakhs
|
Particulars |
For the year ended March 31, 2024 |
For the year ended March 31, 2023 |
|
Total Income |
106.20 |
6.47 |
|
Total Expenses |
323.38 |
40.92 |
|
Profit / (Loss) before exceptional item and tax |
(217.18) |
(34.46) |
|
Exceptional Items |
- |
- |
|
Profit/ (Loss) before Tax |
(217.18) |
(34.46) |
|
Less: Tax expenses |
(7.02) |
1.20 |
|
Profit / (Loss) after Tax |
(210.17) |
(35.66) |
2. BRIEF DESCRIPTION OF COMPANY AFFAIRS DURING THE YEAR
In the month of February, 2023, the main object clause of the company was changed to include the Business of operating and maintenance of chargers of Electric Vehicles and its Charging Stations and allied business activities. The Growth of electric vehicles are increasing and the Leading Car Manufacturing Companies have started Electric Vehicles in their plants. The Growth of Electric Vehicles depends upon the infrastructure facilities like availability of Charging Station all over the country.
Currently, the Company offers a wide range of charging products and services, including home charging solutions, public charging stations, and fleet management solutions. The products are designed to meet the needs of both electric vehicle owners and businesses that are looking to invest in electric vehicle charging infrastructure. Along with the trading of EV Chargers/stations the company also operates its own charging stations. The company also provides different services to the EV Chargers like installation of Chargers, check feasibility and provides Annual Maintenance Services (AMC Services) to the installed chargers.
3. DIVIDEND
The Board of the Company regrets their inability to recommend any dividend for the financial year ended March 31, 2024, due to the inadequate profits.
4. RESERVES
No amount is proposed to be transferred to the reserves for the financial year ended March 31, 2024.
5. MATERIAL CHANGES AND COMMITMENTS
After the closure of the financial year and upto the date of signing the following material events took place:
a) Change in the Name of the company:
The Board of Directors in their meeting held on 1st March, 2024 approved the change of name from Quest Softech (India) Limited to Ampvolts Limited which was subject to approval of members, ROC/ MCA and the stock exchange. Accordingly, approval from members through postal ballot was obtained on 16th May, 2024. The Registrar of Companies, Maharashtra, Mumbai/ Ministry of Corporate Affairs granted its approval on 20th June, 2024.
The BSE Limited has granted its in- principle approval for the proposed change of name from Quest Softech (India) Limited to Ampvolts Limited on 23rd April, 2024 and final approval on 2nd August, 2024. Accordingly, the SCRIP ID and ABBREVIATED NAME of the Company for BOLT Plus SYSTEM was changed to âAmpvolts Limitedâ w.e.f August 07, 2024.
b) Issuance of First Call money notice:
The Board of Directors in their meeting held on 26th June, 2024 has approved the first call money notice to be sent to holders of the partly paid-up equity shares on which call amount to be paid pursuant to Rights issue of shares. The period for depositing the first call money commenced from 24th July, 2024 and ended on 7th August, 2024.
After due reconciliation by RTA, the Board of Directors in their meeting held on 14th August, 2024 has approved the conversion of partly paid - up rights equity shares having facing value of Rs. 10/- from paid - up of Rs. 3.00/- per share to paid - up value of Rs. 6.50/- per share pursuant to issuance and dispatch of first call money notice.
The Company would apply for the listing and trading approval for the shares against whom the call money was received.
6. 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 period under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or will have bearing on Company''s operations in future.
7. 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.
8. AUDITORS
i. Statutory Auditors
At the Twenty Second (22nd) AGM held on September 30 2021, the members of the Company approved the appointment of M/s. Bansi Khandelwal & Co., Chartered Accountants (Firm Registration No. 145850W) as statutory auditors of the Company for a term of 5 years from the financial year 2021-22 onwards at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. Accordingly, M/s. Bansi Khandelwal & Co. will continue as statutory auditors of the Company till the financial year 2022 to 2026.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the twenty fifth (25th) AGM.
ii. Secretarial Auditors
Pursuant to recommendation of audit committee and provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board in its meeting held on 20th July, 2023 appointed Mr. Mehul Bambhroliya, Practicing Company Secretary, Mumbai (M. No. 28191/COP No. 10198) as the Secretarial Auditor undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Iâ.
The observation mentioned in the Secretarial Audit report is self -explanatory.
iii. Internal Auditors
M/s. Paresh Davda & Co., Chartered Accountants, internal auditors of the Company resigned w.e.f 5th May, 2023 and M/s. DSSP & Associates, Chartered Accountants, were appointed as the internal auditors of the Company w.e.f 5th May, 2023 upto 20th July, 2023.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of the Audit Committee, the Board in its meeting held on 20th July, 2023, appointed M/s. H A Parikh and Company , Chartered Accountant was appointed as the internal auditor of the Company w.e.f. 20th July, 2023 for the consecutive period of five years i.e from financial year 2023-24 to 2027-28.
M/s. H A Parikh and Company performed the duty of internal auditor of the Company for the F.Y 2023-24.
9. 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.
10. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 9 (Nine) times during the year under review. The Board meetings were held on 5th May, 2023, 20th July, 2023, 26th July, 2023, 14th August, 2023, 7th November, 2023, 1st January, 2024, 10th February, 2024, 23rd February, 2024 and 1st March. 2024. The intervening gap between the two consecutive meetings was within the period prescribed under the Act and Listing Regulations including circulars / notifications issued thereunder. All Directors were present in all the meetings.
The attendance of the directors is as under:
|
Name of the Directors |
Category |
No. of Board meetings held |
No. of Board meetings attended |
|
Mr. Vipul Chauhan |
Managing Director |
9 |
9 |
|
Mr. Naimish Raval |
Executive Director |
9 |
9 |
|
Mr. Tejas Shah |
Non-Executive Independent Director |
9 |
9 |
|
Mr. Jaydeep Mehta |
Non-Executive Independent Director |
9 |
9 |
|
Mr. Bipin Hirpara (w.e.f 05/05/2023) |
Non-Executive Independent Director |
9 |
9 |
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company had no subsidiary, joint venture or associate company during the financial year 2023-24.
12. SHARE CAPITAL OF THE COMPANY
During the year under report, the company has offered and issued 1,60,00,000 Equity Shares on Rights basis for an issue price of Rs. 30/- per share for which amount will be received in three trenches. On application, the company has received Rs. 10/- per share on consisting Rs. 3.00/-(towards the face value) and Rs. 7.00/- (towards the premium). The Company has allotted shares on 23rd February, 2024 to the eligible investors.
As on 31st March, 2024 the paid-up share capital of the company is Rs. 14,80,00,000/- (Rupees Fourteen Crore Eighty Lakhs only) consisting of following :
a. 1,00,00,000 Equity Shares of Rs. 10/- each (fully paid up)
b. 1,60,00,000 Equity Shares of Rs. 10/- each out of which Rs. 3/- is paid up.
13. UTILIZATION OF FUNDS RAISED THROUGH RIGHTS ISSUE OF SHARE CAPITAL
The sum of Rs. 16,00,00,000/- raised during the year 2023-24 through rights issue of Equity Shares (on partly paid - up basis) has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.
14. WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY:
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avails of the mechanism and provide for direct access to the Chairman of the Audit Committee in appropriate / exceptional cases.
The details of the Vigil Mechanism Policy are given in the Report on Corporate Governance and the policy is also posted on the website of the Company viz. www.ampvolts.com
We affirm that during the financial year 2023-24, no employee or director was denied access to the Chairman of the Audit Committee.
15. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at www.ampvolts.com
16. PUBLIC DEPOSITS:
The Company has not accepted or renewed any deposits, as defined in Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. As on 31st March 2024, there were no deposits which were unclaimed / unpaid and due for repayment.
17. MANAGERIAL REMUNERATION AND OTHER DETAILS:
The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company.
18. REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy (''Remuneration Policy'') for selection and appointment of Directors, Key Managerial Personnel (''KMP''), Senior Management Personnel (''SMP''), other employees and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. There has been no change in the Remuneration policy during the current financial year. The Remuneration Policy is placed on the website of the Company www. ampvolts.com.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March, 2024, the Board comprised of five Directors. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and is also aligned with the best practices of Corporate Governance.
a) Retirement by Rotation:
Mr. Naimish Raval retires by rotation at the 25th Annual General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible has offered himself for re-appointment. The Board of Directors recommends his re-appointment. A resolution seeking Shareholders'' approval for his reappointment along with other required information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards, forms part of the Notice
b) Appointment and Re-appointment:
i. Mr. Vipul Chauhan was appointed as Managing Director in the board meeting held on 5th May, 2023 for the period of 5 years w.e.f 5th May, 2023 to 4th May, 2028. The Board of Directors recommend the appointment of Mr. Vipul Chauhan as Director and continue to hold the office as Managing Director. The members of the Company appointed Mr. Vipul Chauhan (DIN: 01241021) as Executive Director (designated as Managing Director) in the 24th Annual General Meeting of the Company held on 03rd August, 2023.
ii. Mr. Naimish Raval (DIN: 09359061) was appointed as Additional Executive Director in the meeting of Board of Directors held on 20th December, 2022. The members of the Company appointed Mr. Naimish Raval as Executive Director in the 24th Annual General Meeting of the Company held on 03rd August, 2023.
iii. Mr. Jaydeep Mehta (DIN: 06952808) was appointed as an Additional Independent Director in the meeting of Board of Directors held on 20th December, 2022 for the period of 5 years effect from 20th December, 2022 to 19th December, 2027. The members of the Company appointed Mr. Jaydeep Mehta as Independent Director in the 24th Annual General Meeting of the Company held on 03rd August, 2023.
iv. Mr. Bipin Hirpara (DIN: 08249274) was appointed as an Additional Independent Director in the meeting of Board of Directors held on 5th May, 2023 for the period of 5 years effect from 5th May, 2023 to 4th May, 2028. The members of the Company appointed Mr. Bipin Hirpara as Independent Director in the 24th Annual general meeting of the Company held on 03rd August, 2023.
v. In view of resignation of Mr. Amar Nagariya, CFO, the Board appointed Mrs. Bhadresha Patel as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company under the Companies Act, 2013 w.e.f 5th May, 2023.
c) Cessation:
Mr. Amar Nagariya, CFO had tendered his resignation from the post of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the company with effect from closing of business hours on 5th May, 2023. The Board placed on record its appreciation for the contribution by Mr. Amar Nagariya during his tenure as CFO of the Company.
d) Declaration by from Independent Director(s) And Re-appointment, if any:
The Company has received declarations from all Independent Directors conveying that they meet the criteria of independence and are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence. as laid down under Section149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandates the inclusion of Independent Director''s name in the data bank of Indian Institute of Corporate Affairs (âIICAâ) till they continue to hold the office of an independent director.
None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the Listing Regulations.
In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience and are independent of the management.
e) Annual performance evaluation by the Board:
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.
The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its Committees and individual directors of the Company and has authorized the Board to carry out their evaluation. Based on the manner specified by the Nomination and Remuneration Committee, the Board has devised questionnaire to evaluate its performance and performance of its Committees and individual directors and the Chairperson. Such questions are prepared considering the business of the Company and the expectations that the Board has from each of the directors. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual directors were reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of directors comprises of the following key areas:
i. Attendance at Board and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; and
iv. Providing perspectives and feedback going beyond information provided by the
management
The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
20. COMMITTEES OF THE BOARD
In accordance with the provisions of the Act and Listing Regulations, the Company has constituted four committees of the Board namely: -
1) Audit Committee
2) Stakeholders'' Relationship Committee
3) Nomination and Remuneration Committee
4) Risk Management Committee
Details of all the Committees along with their composition, changes, if any, and meetings held during the financial year 2023-24 are provided in the Corporate Governance Report, forming part of this Report.
21. 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.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT:
All contracts / arrangements / transactions entered by the Company during the financial year 2023-24 with related parties were in the ordinary course of business and on arm''s length basis and were entered into based on considerations of various business exigencies, such as synergy in operations, their specialization, etc. and in furtherance of the Company''s interests. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3) (h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions and the same has been uploaded on its website www.ampvolts.com.
As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at the 24th Annual General Meeting, by passing necessary resolution for Material Related Party Transactions to be entered from the conclusion of the 24th Annual General Meeting (AGM) upto the date of the 25th AGM.The transactions for F.Y. 2023-24 were within the approved limits. Further, the approval of members is being sought for Material Related Party Transactions at the ensuing AGM.
The Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
23. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed report on Corporate Governance for the financial year ending on March 31, 2024, is included in the Annual Report. Mr. Mehul Bambroliya Practicing Company Secretary, who is also the Secretarial Auditors of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (LODR), is presented in a separate section forming part of the Annual Report.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in âAnnexure - IIâ appended herewith, forming part of this Report.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of the Corporate Social Responsibility under the Companies Act, 2013 are not applicable on the Company.
26. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may email to the Company in this regard.
27. DIRECTORS'' RESPONSIBILITY STATEMENT
Your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) and 134(5) of the Companies Act, 2013 state 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 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 as at March 31, 2024 and of the Loss 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.
28. RISK MANAGEMENT AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
29. LISTING WITH STOCK EXCHANGES:
The Company''s shares are listed on BSE Ltd. with effect from July 05, 2013. The annual listing fee for the financial year 2024-25 has been paid to BSE and requisite taxes in respect of listing fees have been deposited within the due date to the statutory authority.
30. INFORMATION UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2023-24, there was no complaint filed before the said Committee and there was no complaint pending at the beginning or end of the said financial year.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the provisions of all applicable Secretarial Standards as amended and issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs and your Directors confirm compliance of the same the financial year 2023-24.
32. ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of Company''s employees at all levels which has continued to be our major strength.
The 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 Ampvolts Limited (Formerly known as Quest Softech (India) Limited)
Vipul Chauhan Naimish Raval
Managing Director ExecutiveDirector
(DIN: 01241021) (DIN: 09359061)
Date: 14th August, 2024 Place: Vadodara Registered Office:
Cabin No. 11, 7th Floor, Times Square, Andheri Workflo,
Next to Sai Service, Andheri East, Mumbai - 400069
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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Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
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Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
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Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
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