Your Directors have pleasure in presenting the Thirtieth Annual Report together with
the Audited Financial Statements for the year ended 31st March 2024.
FINANCIAL HIGHLIGHTS
|
|
($ in 000) |
| Particulars |
For the year ended 31.03.2024 |
For the year ended 31.03.2023 |
| Income |
– |
– |
| Other Income |
– |
– |
| Expenditure |
513 |
1111 |
| Interest |
513 |
– |
| Depreciation & Exceptional Items |
– |
– |
| Profit / (Loss) before Tax |
(513) |
(1111) |
| Tax Expenses (for earlier years) |
– |
|
| Profit / Loss after Tax |
(513) |
(1111) |
| Balance brought forward from previous year |
(1779888) |
(1778777) |
| Balance carried over |
(1780401) |
(1779888) |
REVIEW OF OPERATIONS AND OUTLOOK
During the year Status quo continued with regard to the business of the company. All
cost cutting measures were being implemented more effectively. Attempts to revive the
Company continue.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public during the year.
TRANSFER TO RESERVES
In view of the losses, transfer to General Reserves is not applicable.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend for the
financial year ended 31st March 2024.
DIRECTORS
Mr Meleveettil Padmanabhan (DIN: 00101997), Director, retires by rotation at the
ensuing Annual General Meeting and being eligible, he offers himself for re-election. As
per Regulation 17(1A) SEBI (LODR) Regulations 2015 No listed entity shall appoint a person
or continue the directorship of any person as a non-executive director who has attained
the age of seventy five years unless a special resolution is passed to that effect. Mr
Meleveettil Padmanabhan is associated with the organisation since 2005 and has been
instrumental for the building up of the company. He would attain the age of 75 years on
21.11.2024. The Board is of the opinion that his continued association and support would
be of immense benefit to the organisation. Accordingly, a Special Resolution for his
reappointment would be placed for approval of the members at the ensuing AGM.
At the AGM held on 16th September 2019, Mrs Sangeetha Pichamuthu holding
(DIN 08209924) was appointed as an Independent Director for a period of 5 years with
effect from that date of AGM. However as per Section 149(10) of the companies Act, 2013
she is eligible for reappointment for a further term of upto five years by passing a
special resolution by the company and a disclosure is made in the board's report. The
Director has made a declaration to the effect that she meets the criteria for independence
as provided in Section 149(6) of the Companies Act, 2013. The Company has received a
notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her
candidature for the office of Director. The Nomination and Remuneration Committee
recommended to the Board, the appointment of Mrs Sangeetha Pichamuthu as an Independent
Director for a second term of five consecutive years from the date of forthcoming AGM.
Mr R Kalyanaraman and Mr G Venkatarajulu are on the Board as Independent Directors for
a period of two consecutive terms of five years each and statutorily both of them would
cease to be independent Directors at the ensuing AGM. The members of the Board express
their grateful appreciation of the valuable services and support extended by both Mr R
Kalyanaraman and Mr G Venkatarajulu during their long tenure of office as Board Members.
Mrs. Sasi Rekha Balachander (DIN 01838447) and Mr. Chandrasekar Krishnamoorthy (DIN
08646660) were appointed by the Board as Additional Directors on 29th May 2024
pursuant to the provisions of Section 161 read with Section 149 of the Companies Act, 2013
and they hold office upto the date of the ensuing Annual General Meeting. Based on the
recommendation of the Nomination and Remuneration Committee the Board recommends their
appointments as Independent Directors not liable to retire by rotation for a period of
five years from the date of the forthcoming AGM. The Directors have made a declaration to
the effect that they meet the criteria for independence as provided in Section 149(6) of
the Companies Act, 2013. The Company has received a notice in writing under Section 160 of
the Companies Act, 2013 from a member proposing their candidature for the office of
Directors of the Company. Further by these appointments the Company would continue to
maintain the board strength of minimum six members as required by Regulation 17(1)(c) of
SEBI (LODR) Regulations.
Brief resume of the Directors, nature of expertise and names of Companies in which they
hold directorship and membership/ chairmanship in Board / Committees as stipulated under
Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are provided in the Annexure to the Notice
convening the Annual General Meeting.
BOARD MEETINGS
The details of Board Meetings held during the year are given in the Corporate
Governance Report.
STATUTORY AUDITORS
M/s. SVSR & Associates (Firm Registration No.014139S) Chartered Accountants,
Chennai were appointed as the Statutory Auditors of the Company at the last AGM held on
27.7.2022 for a period of five years from the conclusion of the 28th AGM till
the conclusion of the 33rd AGM. The Companies (Amendment) Act, 2017 has
dispensed with the requirements of annual ratification of the Statutory Auditors'
appointment. Accordingly the appointment of Statutory Auditors will not be placed for the
ratification of the members at the ensuing AGM. The Auditors' Report on the financial
statements of the Company for the year under review does not contain any qualification,
reservation or adverse remark
HUMAN RESOURCES
Nothing to report since there are no operations and employees except Wholetime Director
and Company Secretary.
AUDIT COMMITTEE
Audit Committee consists of majority of Independent Directors as its members. During
the year, Audit Committee met four times, the details of which are given in the Corporate
Governance Report.
OTHER COMMITTEES
The details of Nomination and Remuneration Committee, and Shareholders / Investors
Grievance Committee (Stakeholders Relationship Committee) are given in the Corporate
Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
Independence as laid down in Section 149(6) of the Companies Act, 2013 read with
Regulation 26 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
REMUNERATION POLICY
The Company has a Nomination and Remuneration policy in place. Any Remuneration payable
to Directors/Key Managerial Personnel are based on the approval of Nomination and
Remuneration Committee.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not given any
guarantee or provided any security to any person.
RISK MANAGEMENT
The Company has a Risk Management Policy. However, as per SEBI regulations, Risk
Management Committee is not mandatory to the Company.
RELATED PARTY TRANSACTIONS
During the year no specific contract / arrangement were entered into by the Company
with related parties pursuant to Section 188 of the Companies Act, 2013.
FORMAL ANNUAL EVALUATION
In terms of the provisions of the Companies Act, 2013 and the Listing regulations, the
Board reviewed and evaluated its own performance and of various Committees. The
performance evaluation of the Independent Directors were carried out by the entire Board.
The performance evaluation of the Chairman and Non Independent Directors were carried out
by the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a Whistle Blower Policy for Directors / Employees.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control procedure in place. The internal
financial controls are verified and certified by an independent Audit Firm.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Policy is not applicable to the Company.
INTERNAL AUDIT
Internal Audit for the financial year ended 31st March 2024 was conducted by
an independent firm viz. M/s DURV and Associates LLP, Chartered Accountants to evaluate
effectiveness and adequacy of internal controls.
SECRETARIAL AUDITOR
Mr B. Prabhakar, Practicing Company Secretary, Chennai was appointed as the Secretarial
Auditor to undertake the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report is annexed to and forms part of this report
(Refer Annexure 1). COST AUDIT
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
Not applicable as there are no employees.
MATERIAL CHANGES
There were no material changes and commitments, during the financial year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act,
2013, the Directors to the best of their knowledge and belief confirm that: (a) in the
preparation of the annual accounts for the financial year ended 31st March
2024, the applicable accounting standards 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 / 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.
(e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reporting on various aspects of MDA will not be appropriate at present as the Company
has still not come out of financial and operational crunch. All possible efforts to
revive/restructure the business are being explored. However for the benefit of members
current situation relating to IT industry in general is briefed in this section even
though they may not be applicable to the company in the present scenario. As reported by
Nasscom, FY2022 was a year of milestones and resurgence for the Indian technology industry
and FY2023 has been the year of continued revenue growth with a focus on strengthening
industry fundamentals and building on trust and competencies. In FY2023, India's
technology industry revenue including hardware is estimated to cross $245 Bn, Exports, at
$194 Bn and Domestic technology sector is expected to reach $51 Bn. The industry continues
to be a net hirer, adding nearly 3 lakh employees, taking the total employee base to
around 5.4 Mn and strengthening its position as the 'Digital Talent Nation' for the world.
Women employees account for 36% share in total industry employee base.
India, currently holding the prestigious Presidency of G20 nations, has grown from
being the tenth largest economy ten years ago to the fifth largest today. India has been
the fastest growing major economy for the third year in a row. Cost competitiveness and
efficiencies, stable and trusted Government consistently build a conducive business
environment and infrastructure through reforms and policies. India's inherent leadership
skills have ensured Indian origin leaders to occupy frontline seats at the table in global
organizations of various verticals.
This year's Nasscom's Strategic Review report focuses on the theme "Priming for a
'No Normal' Future" and explores details about the Indian tech industry's resilience
and growth in the wake of global uncertainty and how the industry strengthened its
position as a trusted global technology leader over the past two years. Thrive in a 'No
Normal' future would converge around four key themes viz. Demand shifts, geopolitical
dynamics, tech regulation(change is the only constant), Service providers to digital
transformation partners - (the big shift), Trust, resilience, inclusive talent, and
sustainability(re-defining rules of competition) and Digital mastery and innovation (the
key differentiators) and the enterprises that adapt quickly and constantly are the ones
that will lead in a "No Normal Future".
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required Regulation 34 (3) read with Schedule V
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and a Compliance Certificate from the Statutory Auditors
are annexed to and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy, technology absorption
as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, the Company has nothing specific to report.
FOREIGN EXCHANGE EARNINGS & OUTGO
Nil
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2023-24 as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of this
report
(Refer Annexure 2).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
Nil
ANNUAL RETURN
As required under Section 92(3) read with Section 134 (3)(a) of the Companies Act,
2013, the Annual Return for the year 2023-24 is put up on the Company's website and can be
accessed at http:// www.quintegrasolutions.com.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and co-operation received
from all its associates - the shareholders, customers, suppliers, banks, Government
Departments and the employees.