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.