<dhhead>BOARD’S REPORT</dhhead>
Dear Members,
The Board of Directors (the "Board") hereby submit the
39th (Thirty-Nineth) annual report of the business and operations of
your Company, along with the audited financial statements, for the Financial Year ("FY")
ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.
1. Financial Results
The key financial figures of your Company (Standalone and Consolidated)
for the FY ended March 31, 2024, are as follows:
(Rs. in thousands)
Particulars |
Standalone |
Consolidated |
| |
March 31, 2024 |
March 31, 2023 |
March 31, 2024 |
March 31, 2023 |
Revenue from operations |
3,32,316 |
4,10,452 |
6,59,781 |
7,44,774 |
Other income |
2,16,178 |
36,766 |
2,50,506 |
61,450 |
Total income |
5,48,494 |
4,47,218 |
9,10,287 |
8,06,224 |
Employee benefit expenses |
91,697 |
1,21,682 |
4,64,411 |
4,72,085 |
Finance cost |
1,06,448 |
23,236 |
1,46,782 |
33,098 |
Depreciation and amortization expense |
1,05,591 |
93,731 |
1,54,477 |
1,17,025 |
Impairment loss on financial assets |
1,250 |
3,293 |
5,954 |
4,217 |
Other expenses |
1,19,850 |
1,16,775 |
3,93,673 |
4,28,740 |
Total expenses |
4,24,836 |
3,58,717 |
11,65,297 |
10,55,165 |
Profit/Loss before share of
loss of associates and exceptional items |
1,23,658 |
88,501 |
(2,55,010) |
(2,48,941) |
Share of net loss of
associates accounted for using the net equity method |
- |
- |
(15,603) |
(8,074) |
Profit/(Loss) before exceptional items and
tax |
1,23,658 |
88,501 |
(2,70,613) |
(2,57,015) |
Exceptional items |
1,575 |
- |
(9,49,765) |
- |
Profit/(Loss) before tax |
1,22,083 |
88,501 |
6,79,152 |
(2,57,015) |
Tax expenses |
32,434 |
24,739 |
1,06,491 |
24,739 |
Profit/(Loss) after tax |
89,649 |
63,762 |
5,72,661 |
(2,81,754) |
2. Financial performance and state of company’s affairs
On a Standalone basis, your Company earned an income of Rs. 5,48,494
thousand as against Rs. 4,47,218 thousand during the last FY. Net profit
after tax stood at Rs. 89,649 thousand as against profit of Rs. 63,762 thousand for
the last FY.
On a Consolidated basis, your Company earned an income of Rs. 9,10,287
thousand as against Rs. 8,06,224 thousand for the last FY and net profit after tax
stood at Rs. 5,72,661 thousand as against net loss of Rs. (2,81,754) thousand for the last
FY.
During FY 2023-24, there has been no change in the nature of
Company’s business.
3. Consolidated Financial Statements
In accordance with provisions of the Companies Act, 2013 (the "Act")
and the Indian Accounting Standards (the "Ind AS")- 110 on the
Consolidated Financial Statement, read with Ind AS-28 on Investments in Associates and
Joint Ventures, the audited consolidated financial statement for the year ended March 31,
2024, forms part of this annual report.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the Company’s website at Investor Section.
4. Material developments
Sale of assets of Quintillion Media Limited
Quintillion Media Limited ("QML"), a material
subsidiary of Quint Digital Limited ("QDL") was holding 51% stake in
Quintillion Business Media Limited ("QBML"). The Board of Directors in
their meeting held on August 14, 2023, and Members of the Company at 38th
Annual General Meeting held on September 29, 2023, approved to sale the entire 51% stake
in QBML to AMG Media Networks Limited ("AMG Media") a wholly owned
subsidiary of Adani Enterprises Limited.
Pursuant to Memorandum of Understanding ("MOU") dated
August 14, 2023, and Share Purchase Agreement dated November 1, 2023, QML has completed
the divestment of the remaining 51% stake in QBML.
The stake sale was completed on December 8, 2023, at a consideration of
INR 52,45,09,713 (Indian Rupee Fifty-Two Crore Forty-Five Lakh Nine Thousand Seven Hundred
and Thirteen), subject to necessary adjustments.
On account of the consummation of above sale of asset, QBM has ceased
to the step-down subsidiary of our Company.
Scheme of Arrangement ("Scheme") with respect to the
proposed merger of Quintillion Media Limited, a wholly owned subsidiary of the Company,
with Quint Digital Limited
The Board of Directors in their meeting held on August 14, 2023,
approved merger by way of absorption of Quintillion Media Limited ("QML"
or "Transferor Company") with and into Quint Digital Limited ("QDL"
or "Company" or "Transferee Company") and reduction of
the capital of the Transferee Company in the manner set out in the Scheme ("Scheme").
The Scheme will be implemented in terms of Section 230 to 232 read with
Section 66 and other applicable provisions of the Companies Act, 2013 (including any
statutory modification(s) or reenactment(s) or amendment(s) thereof) and the rules made
thereunder ("Act") and the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
issued by the Securities and Exchange Board of India ("SEBI") read with
Circular No. SEBI/HO/ CFD/POD-2 /P/CIR/2023/93 dated June 20, 2023, as amended from time
to time ("SEBI Circular").
Merger of QML with QDL can provide the following benefits to the
shareholders/ stakeholders as under:
1. L eading to a more efficient utilization of capital and creation of
a consolidated base of assets and resources for future growth;
2. R eduction in the management overlaps due operation of the multiple
entities and more focused leadership;
3. R eduction in multiplicity of legal and regulatory compliances,
reduction in overheads, including administrative, managerial and other costs amongst all;
4. S ynergy benefits, such as, competitive edge, consolidation of
businesses to combine growth opportunities to capitalize on future growth potential which
would in-turn significantly help in efficient utilization of financial and operational
resources; and
5. P ooling of proprietary information, personnel, financial,
managerial and other resources, thereby contributing to the future growth of the
Amalgamated Company.
QML is a wholly owned subsidiary of QDL. Accordingly, pursuant to this
Scheme and on amalgamation of QML with QDL, no shares of QDL shall be issued.
There will not be any change in the shareholding pattern of the QDL as
no shares are being issued on the amalgamation.
The Scheme is subject to the receipt of necessary approvals from the
stock exchange, National Company Law Tribunal, New Delhi Bench, and other applicable
approvals as required as per the applicable laws.
BSE vide its letter dated March 27, 2024, issued its Observation Letter
as required under Regulation 37 of the Listing Regulations, with ‘No adverse
observation/ No objection’, to the proposed Scheme.
Alteration of the Object Clause of the Memorandum of Association
("MOA") of the Company
Keeping in view the business plan to explore the emerging business
opportunities in the field of ‘Artificial Intelligence’ and related IT
activities, necessary alteration in the object clause of MOA was required.
Accordingly, the Board of Directors in their meeting held on August 14,
2023, and Members of the Company at the 38th Annual General Meeting, approved
alteration in the existing Object Clause of the Memorandum of Association (the "MOA")
of the Company by adding additional sub-clause.
The Registrar of Companies, Delhi, vide certificate dated October 16,
2023, approved alteration of the Object Clause(s).
Change in the Name Clause of the Memorandum of Association
("MOA") of the Company
The Board of Directors in their meeting held on August 14, 2023, and
Members of the Company at the 38th Annual General Meeting, approved to change
the name of the Company from "Quint Digital Media Limited" to "Quint
Digital Limited".
The Board is of the view that the new name will more aptly reflect the
Company’s diversified business activities and its growing aspirations in other
business segments of the digital space.
The Registrar of Companies, Delhi, vide certificate dated October 25,
2023, and BSE vide its notice dated November 13, 2023, approved change in the name of the
company.
Setting up of Wholly Owned Subsidiary Company- Global Media
Technologies Inc.
The Board of Directors in their meeting held on February 6, 2024,
approved setting-up of a wholly owned subsidiary company outside India to undertake media
tech operations.
Global Media Technologies Inc. ("GMT") was
incorporated on February 21, 2024, in New Castle, as a Wholly Owned Subsidiary of Quint
Digital Limited, with the object of expanding the digital media-tech business of the group
in US and other global markets.
Setting up of Joint Venture
Your company has entered into a Joint Venture Agreement with MK Center
of Enterpreneurship Foundation ("MK Group") for setting up a Joint
Venture Company ("JV Company"). The JV Company will aim to inter alia
offer training, hold seminars, develop apps and educational programs in the fields of
artificial intelligence, data science, software development, and networking technologies,
through independently developed digital platforms as well as by way of collaborating with
established international and domestic organizations, in the manner and on the terms set
out in the Joint Venture Agreement. The agreement was executed on March 8, 2024.
The Company, via its wholly owned subsidiary viz Global Media
Technologies Inc., has entered into a binding term sheet with Cognita Ventures LLC on
February 27, 2024, for setting up a Joint Venture ("JV") (50:50) in the
name of Quintype Technologies Inc. ("QT Inc."). Further on March
1, 2024, QT Inc. has completed the acquisition of the entire business
operations of New York headquartered Listen First Media LLC, a leading social media
analytics and insights platform with several Fortune 500 clients in the media and
entertainment, gaming, and other industry verticals. On April 8, 2024, Global Media
Technologies Inc. has entered into a Common Stock Purchase Agreement and Shareholders
Agreement and acquired 50% stake in QT Inc.
5. Material changes and commitments, if any, affecting the
financial position of the Company occurred between the end of the FY to which these
financial statements relate and the date of this report
The details of material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the FY ended on March 31,
2024, of the Company and as on the date of this Report are given in the note no. 41 to the
Standalone Financial Statement.
6. Dividend
The Board has not recommended any dividend for the year under review.
Your Company has adopted the Dividend Distribution Policy which sets
out the parameters and circumstances to be considered by the Board in determining the
distribution of dividend to its shareholders and / or retaining profits earned by the
Company. The said Policy is available on the website of the Company at the Dividend
Distribution Policy.
7. Transfer to reserves
During the year under review, the Board has not recommended any
transfer to reserves.
8. Capital Structure
Authorized Share Capital
The Board of Directors in their meeting held on August 14, 2023,
approved to increase the Authorized Share Capital of the Company from existing Rs.
50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crores) Equity
Shares of Rs. 10 (Rupees Ten only) to Rs. 80,00,00,000 (Rupees Eighty Crores only) divided
into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 10 (Rupees Ten only).
The Registrar of Companies, Delhi, vide approval dated October 19,
2023, approved increase in the Authorized Share Capital of the Company.
The Authorized Share Capital of the Company as on March 31, 2024, was
Rs. 80,00,00,000 (Rupees Eighty Crores only) divided into 8,00,00,000 (Eight Crores)
Equity Shares of Rs. 10 (Rupees Ten only).
Issued and Paid-up Capital
As on March 31, 2024, the issued and paid-up capital of the Company
stood at Rs. 47,09,28,080 (Rupees Forty-Seven Crores Nine Lakh Twenty-Eight Thousand and
Eighty Only) divided into 4,70,92,808 (Four Crore Seventy Lakh Ninety-Two Thousand Eight
Hundred and Eight) Equity Shares of Rs. 10 (Rupees Ten Only).
During the year under review, the Company has issued and allotted
1,23,000 Equity Shares having Face Value of Rs. 10/- each upon exercise of stock options
granted under the QDL Employee Stock Option Plan 2020 (the "QDL ESOP Plan").
S. No. |
Date of Allotment |
Equity Shares Allotted |
1. |
April 10, 2023 |
58,500 |
2. |
July 10, 2023 |
44,800 |
3. |
October 10, 2023 |
12,700 |
4. |
January 5, 2024 |
7,000 |
The Company has not issued any Equity Shares with differential rights.
The Company has only one class of equity shares with face value of Rs. 10/- (Rupees Ten
Only) each, ranking pari-passu.
9. Management Discussion and Analysis Report
Management discussion and analysis report for the year under review, as
stipulated under Regulation 34 of Listing Regulations is presented in a separate section
forming part of the Annual Report.
10. Subsidiary, Associate and Joint Venture Companies
As on March 31, 2024, your Company has 3 subsidiaries including 1
stepdown subsidiary and 1 associate company and your Company regularly monitors the
performance of these companies.
S. No. |
Name |
Relationship with the
Company |
1. |
Quintillion Media |
Limited Subsidiary company |
| |
("QML") |
|
2. |
Global Media Technologies
Subsidiary company Inc. |
| |
("GMT") |
|
3. |
Quintype Technologies India
Stepdown subsidiary company Limited |
| |
("QT India") |
|
4. |
Spunklane Media Private Associate
company Limited |
| |
("Spunklane") |
|
In addition, YKA Media Private Limited ("YKA") is an
Associate Company of QML, and Quintype Technologies Inc. is a Joint Venture Company of
GMT.
As required under Section 129(3) of the Act, a separate statement
containing the salient features of the financial statements of subsidiary and associate
companies of your company are given in Annexure-A in the prescribed Form AOC-1,
attached along with the financial statements.
The audited financial statements including the consolidated financial
statement of your Company and all other documents required to be attached thereto are put
up on the Company’s website at the Investors’ section and can be accessed at Financials
and Reports.
The audited financial statements of the subsidiary companies are also
put up on the Company’s website at the Investors’ section and can be accessed at
Financials and Reports. The documents will also be available for inspection during
business hours at the registered office of the Company.
The policy for determining material subsidiaries of the Company is
available on the Company’s website and can be accessed at Policy for determining
Material Subsidiaries.
Subsidiary Companies
1. Quintillion Media Limited ("QML")
QML was incorporated on August 23, 2014, as a private limited company.
Pursuant to acquisition of stake by your Company, QML became a wholly
owned subsidiary of your Company w.e.f. January 19, 2022. The Board of Directors of QML at
their meeting held on March 15, 2022, and the Shareholders vide the Extra Ordinary General
Meeting dated March 16, 2022, approved the conversion of QML into a public limited
company. The Registrar of Companies, Delhi, on March 22, 2022, approved the conversion of
the Company.
As on March 31, 2024, QDL holds 100% stake in QML. For the year ended
March 31, 2024, QML recorded an Income of Rs. 1,95,379.87 thousand and a Net Profit of Rs.
3,00,171.43 thousand. In addition, QML holds investments in QT India and YKA.
2. Quintype Technologies India Limited ("QT India")
QT India was incorporated on September 24, 2015, as a private limited
company, with an objective to provide digital publishers with state-of-the-art content,
software as a service and subscription management systems.
The Board of Directors of QT India at their meeting dated March 19,
2022, and the Shareholders vide Extra Ordinary General Meeting dated March 21, 2022,
approved the conversion of QT India into a public limited company. The Registrar of
Companies, Bangalore, on March 23, 2022, approved the conversion of the Company.
QT India is a leading AI-powered digital newsroom growth platform that
empowers publishers to create, distribute, and monetise their content.
The platform enables editors to improve the speed and efficiency of
publishing by automating and simplifying the process of creating and distributing content
across all channels, from websites to mobile apps to social media, from a single CMS. It
also enables publishers to create an engaging and interactive community around their
content through commenting systems and monetise their content effectively through
subscriptions and paywalls.
QT India manages over 1Bn monthly pageviews for over 200+ publishers,
including marquee brands like BQ Prime, The Quint, Fortune India, Karjalainen, and
I-mediat.
QML, wholly owned subsidiary of your Company, holds 95.77% equity stake
in QT India. For the year ended March 31, 2024, QT India recorded an Income of Rs.
2,74,796 thousand and a net loss of Rs. (65,190) thousand.
3. Global Media Technologies Inc. ("GMT")
GMT was incorporated on February 21, 2024, in New Castle, as the Wholly
Owned Subsidiary of Quint Digital Limited, with the object of expanding the digital
media-tech business of the group in US and other global markets.
The Authorised Share Capital of GMT is divided into 10,00,000 shares
with a par value of $0.00001 per share. During the year under review, Quint Digital
Limited has not invested any amount in GMT.
Being a newly incorporated entity, GMT has not yet commenced its
business operations.
Associate Companies and Joint Ventures
1. Spunklane Media Private Limited ("Spunklane")
Spunklane was incorporated on September 21, 2015, as a private limited
company. Spunklane is engaged in the business of operating a digital only news platform
viz. ‘The News Minute’ (www.thenewsminute.com).
The News Minute is a digital news platform reporting and writing on
issues in India, with a specific focus on the 5 southern states. It was founded by Dhanya
Rajendran, Chitra Subramaniam and Vignesh Vellore in 2014. Their content includes news,
ground reportage, news analysis, opinion and blogs. They report and write on a wide range
of issues and events. Their core strengths include our deep access in the southern states,
incisive editorial acumen and insightful news analysis and opinions. Headquartered in
Bengaluru, TNM has ground reporters in all the southern states.
Spunklane is an associate company of the QDL and QDL owns 47.92% equity
stake. For the year ended March 31, 2024, Spunklane recorded an Income of Rs. 37,949.66
thousand and a net loss of Rs. (29,933.43) thousand.
2. YKA Media Private Limited, ("YKA") an associate
company of QML
YKA was incorporated on January 15, 2014, as a private limited company.
YKA has built India’s largest community of over 170,000 young active citizens, and
more than 10 million monthly visitors united by the idea of making their voices matter.
Youth Ki Awaaz is India’s largest, completely crowdsourced
platform for young people to write and share stories on topics that matter to them. With
over
160K+ writers, YKA hosts one of the largest young writers’
communities in South Asia. YKA also runs high-impact fellowship programmes and training to
enable India’s youth to create, learn, and grow.
Over the years, YKA has nurtured a vibrant community of active
citizens, hosting impactful campaigns in partnership with organizations like UNICEF and
the World Health Organization. In 2014, YKA developed a self-serving survey platform to
address data gaps in young people’s perceptions. By 2024, YKA has transformed into
India’s first civic data platform, gathering rigorous quantitative and qualitative
data to ensure young voices are integral in shaping public policy and opinion. This
evolution marks YKA’s commitment to empowering the next generation of leaders through
informed, inclusive dialogue.
YKA is an associate of QML and QML owns 36.42% stake in YKA. For the
year ended March 31, 2024, YKA recorded an Income of Rs. 20,123 thousand and a net loss of
Rs. (3,459) thousand.
3. Quintype Technologies Inc. ("QT Inc."), Joint
Venture of the GMT
On March 1, 2024, QT Inc. has completed the acquisition of the entire
business operations of New York headquartered Listen First Media LLC. On April
8, 2024, Global Media Technologies Inc., wholly owned subsidiary of the
Company, has entered into a Common Stock Purchase Agreement and Shareholders Agreement and
acquired 50% stake in QT Inc.
In QT Inc., Global Media Technologies Inc. and Cognita Ventures LLC are
holding 50:50 equity stake.
11. Directors and Key Managerial Personnels
Appointment/ Ratification
The Members of the Company at 38th Annual General Meeting re-appointed
Mr. Parshotam Dass Agarwal (DIN: 00063017) and Mr. Sanjeev Krishana Sharma (DIN: 00057601)
as the Independent Directors of the Company for the second term of 5 (five) years
effective from February 26, 2024, up to February 25, 2029 (both days inclusive).
Retire by Rotation
The Independent Directors hold office for a fixed term not exceeding
five years from the date of their appointment and are not liable to retire by rotation.
The Act, mandates that at least one–third of the total number of
Directors (excluding Independent Directors) shall be liable to retire by rotation.
Accordingly, Ms. Ritu Kapur (DIN: 00015423) and Ms. Vandana Malik (DIN: 00036382) being
the longest in the office amongst the Directors are liable to retire by rotation and being
eligible, offered themselves for re–appointment.
Key Managerial Personnel(s)
Ms. Ritu Kapur, Managing Director and Chief Executive Officer, Mr.
Vivek Agarwal, Chief Financial Officer and Mr. Tarun Belwal, Company Secretary and
Compliance Officer are the Key Managerial Personnels of your Company in accordance with
the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
There has been no change in the Key Managerial Personnel during the
year.
12. Declaration by Independent Directors and Statement on
Compliance of Code of Conduct
Your Company has received declarations from all the Independent
Directors of the Company confirming that:
(i) they meet the criteria of independence as under the Act and Listing
Regulations
(ii) they have registered their names in the Independent
Directors’ Databank and
(iii) they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act
In the opinion of the Board, Independent Directors fulfil the
conditions specified in the Act, Rules made thereunder and Listing Regulations and are
independent of the management.
The Board of Directors reviewed the declarations and have positive
outlook towards the integrity and expertise of the Independent Directors.
13. Familiarization programme for Independent Directors
With a view to familiarise the Independent Directors with the
Company’s operations, as required under regulation
25(7) of the Listing Regulations, various familiarisation programmes
were held throughout the year on an ongoing and continuous basis.
The details of familiarisation programme is available on the
Company’s website and can be accessed at Familiarization Programmes: FY 23-24.
14. Board Meetings
During the FY 2023-24, 7 (Seven) meetings of the Board were held. For
details of meetings of the Board, please refer to the Corporate Governance Report, which
forms part of this report. Out of 7 (Seven) Board Meetings, 5(Five) meetings were held
through audio-video conference mode.
The maximum gap between the two meetings was not more than one hundred
and twenty days.
15. Committee Meetings
As on March 31, 2024, the Board has 7 (Seven) Committees i.e. Audit
Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk
Management Committee, Rights Issue Committee, Finance and Investment Committee and
Corporate Social Responsibility Committee, with proper composition of its members.
During FY 2023-24, various committee meetings were held. All the
recommendations made by the Committees of the Board including the Audit Committee were
accepted/ approved by the Board.
For details with respect to scope, constitution, terms of reference,
number of meetings held during the year under review, along with attendance of Committee
Members therein, please refer to the Corporate Governance Report, which is a part of this
report.
16. Independent Directors Meeting
Meeting of the Independent Directors was held on March 20, 2024,
without the attendance of Non-Independent Directors and Members of the Management, inter
alia, to evaluate:
Performance of non-Independent Directors, Chairman and Board as whole;
and
Quality, quantity, and timeliness of flow of information between the
Management and the Board.
17. Annual Evaluation of the Board, its Committees and
Individual Directors
A formal evaluation of the performance of the Board, it’s
Committees, the Chairman and the individual Directors was carried out for FY 2023-24. Led
by the Nomination and Remuneration Committee, the evaluation was carried out using
individual questionnaires covering, amongst others, composition of Board, conduct as per
company values & beliefs, contribution towards development of the strategy &
business plan, risk management, receipt of regular inputs and information, codes &
policies for strengthening governance, functioning, performance & structure of Board
Committees, skill set, knowledge & expertise of Directors, preparation &
contribution at Board meetings, leadership, etc.
Further, the Committees were evaluated in terms of receipt of
appropriate material for agenda topics in advance with right information and insights to
enable them to perform their duties effectively, review of committee charter, updation to
the Board on key developments, major recommendations & action plans, devoting
sufficient time & attention on its key focus areas with open, impartial &
meaningful participation and adequate deliberations before approving important
transactions & decisions.
As part of the evaluation process, the performance of Non-Independent
Directors, the Chairman and the Board was conducted by the Independent Directors. The
performance evaluation of the Board, respective Committees, and Individual Directors was
done by the Nomination and Remuneration Committee excluding the Director being evaluated.
The actions emerging from the Board evaluation process were collated and presented before
the Nomination and Remuneration Committee as well as before the Board.
18. Board Diversity
In compliance with the provisions of the Listing Regulations, the Board
through its Nomination and Remuneration Committee has devised a policy on Board Diversity
which forms part of Nomination and Remuneration policy. The objective of the policy is to
ensure that the Board comprises an adequate number of members with diverse experience and
skills, such that it best serves the governance and strategic needs of the Company. The
Board composition as at present broadly meets with the above objective.
As on March 31, 2024, the Board of the Company consisted total 7(seven)
Directors, of whom 1(one) was Executive
Director (designated as Managing Director and CEO) and 6(six)
Non-Executive Director. Out of 6(six) Non-executive Directors, 3(three) are Independent
Directors including 1(one) woman Independent Director.
19. Policy on Directors’ Appointment and Remuneration
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board will be able to leverage different skills,
qualifications, professional experiences, perspectives and backgrounds, which is necessary
for achieving sustainable and balanced development. The Nomination and Remuneration Policy
adopted by the Board sets out the criteria for determining qualifications, positive
attributes and independence while evaluating a person for appointment/ reappointment as
Director or as KMP with no discrimination on the grounds of gender, race or ethnicity,
nationality, or country of origin and to also determine the framework for remuneration of
Directors, KMP, Senior Management Personnel and other employees. The detailed Nomination
and Remuneration Policy is available on the Company’s website and can be accessed at NRC
Policy .
20. Directors’ Responsibility Statement
Pursuant to requirement under sub-section 3(c) and 5 of Section 134 of
the Act, your Directors, to the best of their knowledge, hereby state and confirm that:
a) in the preparation of the annual accounts for the FY ended March 31,
2024, the applicable Accounting Standards read with the requirements set out under
Schedule III to the Act have been followed and there are no material departures from the
same.
b) such accounting policies have been selected and applied consistently
and judgments and estimates have been made that are reasonable and prudent to give a true
and fair view of the Company’s state of affairs as on March 31, 2024, and of the
Company’s profit for the year ended on that date.
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) the annual financial statements have been prepared on a ‘going
concern’ basis.
e) the internal financial controls were laid down to be followed that
and such internal financial controls were adequate and were operating effectively and
f) proper systems were devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
21. Employee Stock Option Scheme
Your Company has instituted the QDL Employee Stock Option Plan 2020
("Scheme" or "QDL ESOP Plan 2020") to attract and retain
talented employees in the Company. The Nomination and Remuneration Committee administers
and monitors the QDL ESOP Plan 2020.
Pursuant to the change in the name of the Company from "Quint
Digital Media Limited" to "Quint Digital Limited", the name of the ESOP
plan changed from "QDML ESOP Plan 2020" to "QDL ESOP Plan 2020".
The following disclosures are being made under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014:
S. No |
Particulars |
|
QDL ESOP Plan 2020 |
|
| |
(As on FY ended March 31, 2024) |
Grant date |
Grant date |
Grant date |
Grant date |
| |
|
29.01.2021 |
13.06.2022 |
21.03.2023 |
09.05.2023 |
a) |
Options granted |
6,45,0001 |
9,40,000 |
1,10,000 |
1,10,000 |
b) |
Options vested |
2,13,000 |
53,200 |
16,000 |
- |
c) |
Options exercised |
19,000 |
15,500 |
- |
- |
| |
|
1,07,500 |
|
|
|
d) |
The total number of shares
arising as a result of exercise of option |
1,26,500 |
15,500 |
- |
- |
e) |
Options lapsed |
2,67,000 |
4,31,000 |
30,000 |
30,000 |
f) |
The exercise price2 |
Rs. 27.10/- |
Rs. 66/- |
Rs.107.19/- |
Rs. 108/- |
| |
|
Rs. 14.90/- |
|
|
|
g) |
Variation of terms of options* |
- |
- |
- |
- |
h) |
Money realized by exercise of options |
21,16,650 |
10,23,000 |
- |
- |
i) |
Total number of options in force |
2,09,500 |
4,92,300 |
80,000 |
80,000 |
j) |
Employee wise details of options granted to: |
|
|
|
|
| |
i) K ey Managerial Personnel
("KMPs") |
25,000 ESOP |
Following ESOPs |
No ESOP |
No ESOP Options |
|
|
Options were granted to Mr.
Vivek Agarwal, Chief Financial Officer of the Company. |
were granted to the KMPs: |
Options were granted to any
Key Managerial Personnel. |
were granted to any other Key
Managerial Personnel. |
|
|
|
1. Vivek Agarwal- |
|
|
|
|
|
10,000 stock options |
|
|
|
|
No ESOP Options were granted
to any other Key Managerial Personnel. |
2. T arun Belwal- 20,000
stock options |
|
|
ii) Any other employee who
receives a grant of options in any one year of option amounting to five percent or more of
options granted during that year. |
Nil |
Nil |
Nil |
Nil |
iii) Identified employees who
were granted option, during any one year, equal to or exceeding one percent of the issued
capital (excluding outstanding warrants and conversions) of the company at the time of
grant |
Nil |
Nil |
Nil |
Nil |
k) Any material changes to
the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") |
No |
No |
No |
No |
1
Originally 322,500 stock options were granted. Post bonus issue
in the ratio of 1:1 the number of stock options were increased to 6,45,000.
2
Nomination and Remuneration Committee ("
NRC")
vide its meeting dated January 29, 2021, granted above ESOPs at an Exercise Price of Rs.
54.20/- each. Further pursuant to the Bonus Issue, the exercise price was adjusted and
reduced to Rs. 27.10/-. Also to make the suitable adjustment post Rights Issue, the grant
price was revised to Rs. 14.90/- per option on January 31, 2023. Further NRC vide its
meeting dated June 13, 2022, granted above ESOPs at an Exercise Price of Rs. 120/- each.
Due to price adjustment because of Rights Issue, NRC vide its meeting dated January 31,
2023, adjusted and reduced the Exercise price from Rs. 120/- each to Rs. 66/- each.
3
Pursuant to the Clause 5.4.4 of the QDL ESOP Plan, 2020, keeping
in view of exemplary service of Mr. Rohit Khanna and Ms. Monica Sarup, the Compensation
Committee on its discretion accelerated the vesting period of the ESOPs granted vide its
meeting dated January 29, 2021, and decided to vest all the unvested options granted to
them by the committee with immediate effect from April 11, 2023.
Your Company has received a certificate from M/s Rashi Sehgal &
Associates, Secretarial Auditors that the QDL ESOP Plan 2020 for grant of stock options
has been implemented in accordance with the SBEB Regulations and the resolution passed by
the Members of the Company. The certificate would be placed/ available at the ensuing
annual general meeting for inspection by the members.
Applicable disclosures as stipulated under the SBEB Regulations with
regard to the Employees’ Stock Option Scheme are available on the Company’s
website, www.quintdigitalmedia.com and can be viewed at the following link:
ESOP Disclosure.
Further, there is no material change in the scheme and the scheme is in
compliance with the applicable regulations.
22. Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the SEBI.
The Corporate Governance Report of the Company for the FY ended March
31, 2024, in pursuance of the Listing Regulations forms part of the Annual Report and is
enclosed to this report.
The requisite Certificate from Secretarial Auditor confirming
compliance with the conditions of Corporate Governance is enclosed as Annexure-B to
this report.
23. Particulars of Loans, Guarantees and Investments
In terms of Section 186 of the Act and Rules framed thereunder, details
of the Loans given, and Investments made by your Company have been disclosed in the
Financial Statements for the FY ended March 31, 2024, which forms part of this Annual
Report.
24. Deposits
Your Company has neither accepted nor renewed any public deposits
within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits)
Rules, 2014 during the year.
25. Risk Management
Risk management is integral to your Company’s strategy and to the
achievement of long-term goals. Our success as an organization depends on our ability to
identify and exploit the opportunities generated by our business and the markets, we
operate in.
Your Company has a Risk Management Committee which has been entrusted
with the responsibility to assist the Board in (a) Overseeing and approving the
Company’s enterprise wide risk management framework; and (b) Overseeing that all the
risks that the organization faces such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory, reputational and other risks have been
identified and assessed and there is an adequate risk management infrastructure in place
capable of addressing those risks.
The details pertaining to the composition, meetings and terms of
reference of the Risk Management Committee are included in the Report on Corporate
Governance which forms part of this Annual Report.
A detailed note on Risk Management is given as part of "Management
Discussion & Analysis".
26. Contracts and Arrangements with Related Parties
During year under review, all the contract(s)/ arrangement(s)/
transaction(s) entered into by the Company with its related parties were in compliance
with the applicable provisions of the Act and the Listing Regulations. Prior omnibus
approval of the Audit Committee is obtained for such related party transactions, which are
foreseen and/or of repetitive nature. Pursuant to the said omnibus approval, details of
transactions entered into are also reviewed by the Audit Committee on a periodic basis.
Further, all the related party transactions entered into during year under review were on
an arm’s length basis and in the ordinary course of business of the Company.
In terms of the materiality thresholds as per the Listing Regulations,
approval of the Shareholders was obtained for certain material related Party transactions
by way of a Postal Ballot. The said approvals were received on April 3, 2023, and March 7,
2024, by way of an ordinary resolution.
The particulars of contracts or arrangements, with related parties
referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as Annexure–C
to this report.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 have been duly disclosed in the notes 29/33 to the
standalone/consolidated financial statements forming part of this Annual Report. The
policy is available on the Company’s website and can be accessed at Related Party
Transaction Policy .
27. Compliance by Large Corporates
Your Company does not fall under the Category of Large Corporates as
defined under SEBI vide its Circular SEBI/ HO/DDHS/ CIR/P/2018/144 dated November 26,
2018, as such no disclosure is required in this regard.
28. Vigil Mechanism/ Whistle Blower Policy
The Company as required under Section 177(9) of the Act and Regulation
22 of the Listing Regulations, has established Vigil Mechanism/ Whistle Blower Policy for
Directors and the employees of the Company. This Policy has been established with a view
to provide a tool to Directors and employees of the Company to report to the management on
the genuine concerns including unethical behaviour, actual or suspected fraud or violation
of the Code or the Policy. This Policy outlines the procedures for reporting, handling,
investigating, and deciding on the course of action to be taken in case inappropriate
conduct is noticed or suspected.
This Policy also provides for adequate safeguards against victimization
of Director(s)/ Employee(s) who avail the mechanism and provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to
oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has
received no complaints during the year. The detailed policy is available on the
Company’s website and can be accessed at Whistle Blower Policy .
29. Auditors and Auditors’ Report
Statutory Auditors
At the 36th Annual General Meeting held on June 25, 2021,
the shareholders approved the appointment of M/s Walker Chandiok & Co LLP (Firm
Registration No. (001076N/N500013)) as the Statutory Auditors of the Company for their
first term of five years i.e. to hold office from the conclusion of 36th Annual
General Meeting of the Company till the conclusion of the 41st Annual General
Meeting of the Company to be held in the year 2026.
There are no qualifications, reservations or adverse remarks made by
M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)), Statutory
Auditors, in their report for the FY ended March 31, 2024.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company had appointed M/s.
Rashi Sehgal & Associates, Company Secretaries, to undertake the Secretarial Audit of
the Company for FY 2023-24.
The Secretarial Audit Report in Form MR-3, as prescribed under Section
204 of the Act read with Regulation 24A of the Listing Regulations, for the FY ended March
31, 2024, is annexed herewith as Annexure-D to this Report.
Pursuant to regulation 24A of the Listing Regulations, the secretarial
audit report of the material subsidiaries is attached as Annexure-E.
There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditor in their reports.
Reporting of frauds by Auditors
During the year under review, the Auditors have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Act.
30. Internal Financial Control
The Company has adopted policies and procedures including the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including
adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of fraud and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures under the Act.
31. Code of Conduct for Prevention of Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 ("PIT Regulations"), your Company has adopted code of
conduct to regulate, monitor and report trading by its Designated Persons and Immediate
Relatives of Designated Persons. The said Code lays down guidelines which provide for the
procedure to be followed and disclosures whilst dealing with shares of the Company and
while sharing Unpublished Price Sensitive Information. The Code includes the
Company’s obligation to maintain the structured digital database ("SDD"),
obligation of designated persons, mechanism for prevention of insider trading and handling
of UPSI. The Company periodically circulates the e-mails and provides training programme
to the employees to familiarise them with the provisions of the Code. Quarterly
certificate on compliance with the requirement and maintenance of SDD pursuant to
provisions of Regulation 3(5) and 3(6) of PIT Regulations were duly filed with the stock
exchanges within the stipulated time. The code is available on the Company’s website
and can be accessed at Code of Conduct.
32. Compliance with Secretarial Standards
The Company has complied with all the applicable Secretarial Standards
(SS) issued by the Institute of Company Secretaries of India from time to time and
approved by the Central Government.
33. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report, initiatives taken from an
environmental, social and governance perspective is provided as Annexure-F which
forms part of the Annual Report.
34. Listing of Company’s Securities
Your Company’s equity shares are listed and traded on the BSE
Limited ("BSE") having nation-wide trading terminal and hence facilitates
the shareholders/ investors of the Company in trading the shares. The Company has paid the
annual listing fee for the FY 2023-24 to the said Stock Exchange.
35. Depositories
Your Company has arrangements with National Securities Depository
Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"),
the Depositories, for facilitating the members to trade in the equity shares of the
Company in Dematerialized form. The Annual Custody fees for the FY 2023-24 has been paid
to both the Depositories.
36. Particulars of Employees
The remuneration paid to the Directors, Key Managerial Personnel and
senior management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and the Listing Regulations. Further details on
the same are given in the Corporate Governance Report forming part of this Annual Report.
The information and disclosure required under Section 197(12) of the
Act read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), in respect of Directors and Employees of your Company is set out in Annexure-G
to this report.
37. Annual Return
The Annual Return for FY 2023-24 is available on the Company’s
website at Annual Return 2023-24.
38. Books of Accounts
Your Company is maintaining books of accounts and other relevant books,
papers and financial statements of the Company at the Corporate Office situated at
Carnoustie Building, Plot No. 1, 9th Floor, Sector 16A, Film City, Noida-201
301, Uttar Pradesh, India.
39. Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, relevant disclosure is given below:
A. Conservation of Energy: NA
i. the steps taken or impact on conservation of energy; NA
ii. the steps taken by the company for utilising alternate sources of
energy; NA
iii. the capital investment on energy conservation equipment’s; NA
B. Technology Absorption: NA
i. The efforts made towards technology absorption; NA
ii. the benefits derived like product improvement, cost reduction,
product development or import substitution; NA
iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the FY);
a) the details of technology imported; NA
b) the year of import; NA
c) whether the technology been fully absorbed; NA
d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; NA
e) the expenditure incurred on Research and Development. NA
C. Foreign exchange earnings and Outgo
During the year under review, foreign exchange earnings were Rs.
6,07,27,344 /- as against outgo of Rs. 52,83,406 /-.
40. Disclosures as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set
up to address complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees etc.) are covered under this Policy.
There were no sexual harassment complaint pending or received during
the year ended March 31, 2024.
41. Transfer of Unclaimed Shares
As per the provisions of Regulation 39(4) of the Listing Regulations,
the unclaimed shares lying in the possession of the Company are required to be
dematerialized and transferred into a special demat account held by the Company.
Accordingly, unclaimed shares lying with the Company have been transferred and
dematerialized in an ‘Unclaimed Suspense Account’ of the Company maintained with
FE Securities Private Limited. This account is being held by the Company purely on behalf
of the shareholders entitled for these equity shares. In compliance with Listing
Regulations, detail disclosure with respect to shares transferred in the ‘Unclaimed
Suspense Account’ is as follows:
S. No. |
Particulars |
No of Shareholders |
No of Equity Shares held |
1. |
Aggregate number of
shareholders and the outstanding shares in the suspense account lying at the beginning of
the year i.e. April 1, 2023 |
744 |
97,450 |
2. |
Number of shares transferred to suspense
account during the year |
Nil |
Nil |
3. |
Number of shareholders who
approached listed entity for transfer of shares from suspense account during the year |
Nil |
Nil |
4. |
Number of shareholders to whom
shares were transferred from suspense account during the year |
Nil |
Nil |
5. |
Aggregate number of
shareholders and the outstanding shares in the suspense account lying at the end of the
year i.e. March 31, 2024 |
744 |
97,450 |
The voting rights on the equity share(s) in the suspense account shall
remain frozen till the rightful owners of such equity share(s) claim the equity share(s).
Any corporate benefits in terms of securities accruing on such equity shares viz. bonus
shares, split etc., shall also be credited to such demat suspense account or unclaimed
suspense account, as applicable in accordance with existing provisions.
42. Chief Executive Officer/ Chief Financial Officer
Certification
The Certificate required under Regulation 17(8) of the Listing
Regulations, duly signed by the Managing Director and Chief Financial Officer was placed
before the Board. The same is annexed as Annexure-H to this Report.
Declaration by Chief Executive Officer under Regulation 34(3) read with
Schedule V of the Listing Regulations in respect of compliance with the Company’s
Code of Conduct is enclosed Annexure-I to this Report.
43. Corporate Social Responsibility
The Corporate Social Responsibility ("CSR") Policy
formulated by the CSR Committee and approved by the Board continues unchanged. The CSR
Policy and Annual Action Plan are available on the Company’s website and can be
accessed at CSR Policy and
Annual Action Plan.
The CSR policy sets out the guiding principles for the CSR Committee,
inter-alia, in relation to the activities to be undertaken by the Company, as per Schedule
VII to the Act, CSR Governance and implementation, Composition of Committee and monitoring
of CSR activities. During the year, the Company has spent Rs.
11,52,889/- towards CSR activities.
The Annual Report on CSR activities, in terms of Section 135 of the
Companies Act, 2013 and the Rules framed thereunder, is annexed to this Report as Annexure-J.
44. Awards and Accolades
The details of accolades earned by the Company during the FY 2023-24
has been provided as part of this Annual Report.
45. Other Disclosures and Reporting
During the year under review:
a) The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise.
b) None of the Directors on the Board of the Company has been debarred
or disqualified from being appointed or continuing as Director of the Company by the SEBI,
Ministry of Corporate Affairs ("MCA") or any other statutory authority.
c) The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
d) There is no Corporate Insolvency Resolution Process initiated under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
e) Pursuant to the provisions of Section 148(1) of the Act and Rules
made thereunder, the Company is not required to make and maintain Cost Records, as
specified by Central Government under the provisions of this Section. Accordingly, the
Company has not made and maintained such accounts and records as specified by the Central
Government.
f) There are no significant material orders passed by the regulators/
courts/ tribunals which would impact the going concern status of the Company and its
future operations.
g) The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
h) During the year the Company has not failed to complete or implement
any corporate action within the specified time limit.
Acknowledgment
Your directors take this opportunity to thank and place on record their
sincere gratitude to the Members, bankers, regulatory bodies, stock exchange and other
business constituents of the Company for their consistent support and co-operation in the
smooth conduct of the business of the Company during the year under review.
Your Company’s employees are the real asset of the Company and
play an essential role in your Company scaling new heights, year after year. Your
directors place on records their deep appreciation for the exemplary contribution made by
them at all levels. Your involvement as shareholders is also greatly valued. Your
directors look forward to your continued support and pledge to continue to work towards
the enhancement of shareholders’ value and continued growth of the Company.
| |
For and on behalf of Board of Directors of |
| |
Quint Digital Limited |
Place: New Delhi |
Parshotam Dass Agarwal |
Date: May 30, 2024 |
Chairman |
| |
DIN:00063017 |