Your Directors have pleasure in presenting the Twentyninth Annual Report together with
the Audited Financial Statements for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
| Particulars |
For the year ended |
For the year ended |
|
31.03.2023 |
31.03.2022 |
| Income |
– |
– |
| Other Income |
–. |
– |
| Expenditure |
11.11 |
5.94 |
| Interest |
– |
– |
| Depreciation & Exceptional Items |
– |
– |
| Profit / (Loss) before Tax |
(11.11) |
(5.94) |
| Tax Expenses (for earlier years) |
– |
|
| Profit / Loss after Tax |
(11.11) |
(5.94) |
| Balance brought forward from |
|
|
| previous year |
(17787.77) |
(17781.83) |
| Balance carried over |
(17798.88) |
(17787.77) |
REVIEW OF OPERATIONS AND OUTLOOK
The Company still does not have any business. All cost cutting measures are 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 2023.
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.
During the year the Board reappointed Mr V Sriraman (DIN 00207480) as the Wholetime
Director for a further term of three years with effect from 18th May 2023.
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 five 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 2023 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 2022-23.
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
2023, 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 status relating to IT industry in general as reported by Nasscom are briefed in
this section even though they may not be applicable to the company in the present
scenario.
Nasscoms Strategic Review report focuses on the theme "Priming for a No Normal
Future" and explores details about the Indian tech industrys 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. The VUCA (volatility,
uncertainty, complexity, and ambiguity) world continues to exist, and every one is a
witness to a "No Normal Future".Therefore, while enterprises may continue to
focus on digital transformation, cost takeout and optimization requirements are also in
demand given the macro environment.
Indian tech industry revenue is set to grow to Rs.245 billion in FY2023 in reported
currency terms, according to IT industry body Nasscom. It would mean an incremental
revenue of Rs.19 billion over FY2022. According to the President of Nasscom, in a
no-normal environment that we are living in today, the industry focus continues to be on
investing for growth. Propelled by forward-looking policies, strong governance, talent and
digital trust to ensure accessibility, privacy, security, and reliability, the Tech
Industry in India is on track to accelerate growth to Rs.500 billion 2030.
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 2022-23 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 2022-23 is put up on the Companys website and can be
accessed at http://www.quintegrasolutions.com.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and cooperation received
from all its associates - the shareholders, customers, suppliers, banks, Government
Departments and the employees.
|
For and on behalf of the Board |
| Place : Chennai |
Meleveettil Padmanabhan |
| Date : 29th May, 2023 |
Chairman |
+91-9892691696
