Quasar India Ltd Directors Report.

To,

The Members of QUASAR INDIA LIMITED

Your Directors have pleasure in presenting the 41st Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2020.

COMPANY OVERVIEW

Quasar India Limited was incorporated under Companies Act, 1956 on 18th April, 1979. Equity Shares of the Company are listed on BSE Limited.

FINANCIAL PERFORMANCE/ SUMMARY

Particular Current Year 2019-20 Previous Year 2018-19
Revenue from Operations 130,927.49 24,93,69.21
Total revenue (including other income) 138,055.94 25,20,02.55
Total Expenses: 138,615.50 25,18,26.84
Profit before tax (559.56) 175.70
Tax Expenses:
Less: Current tax - (33.81)
Add: Deferred tax 12.07 (51.03)
Profit after tax (547.48) 90.86

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

The total revenue from operations of your company for the year ended March 31, 2020 stood at k 1,30,92,749 as against k 2,49,36,921 for the year ended March 31,2019. The company occurs net losses of k (547480) /- as compared to net profit of k 90860 in the previous year.

DIVIDEND

As the Company kept the profits for investment in expansion of Business, it regret not to recommend any dividend. But the directors are hopeful better result in future.

RESERVES

Your Company has not transferred any amount as there is loss during the year.

SHARE CAPITAL

The present Authorized Share Capital of the Company k 5,37,00,000/- (Rupees Five Crores Thirty Seven Lacs) divided into 53,70,000 (Fifty Three Lacs Seventy Thousand) equity shares of k 10/- (Rupees Ten) each and k 10,00,000/- (Rupees Ten Lacs) divided into 10,000 (Ten Thousand) preference shares of k 100/- (Rupees Ten) each.

Paid up share capital of the Company as on 31st March, 2020 is k 5,35,25,000/- (Rupees Five Crore Thirty Five Lacs Twenty Five Thousand) divided into 53,52,500 (Fifty Three Lacs Fifty Two Thousand Five Hundred) equity shares of k 10/- (Rupees Ten) each.

During the year, there has been no change in the share capital of the Company.

DEPOSIT

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

There is no change in the Registered office of the Company

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of Boards Report for the year ended March 31, 2020 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company, therefore the information as required under the Companies (Accounts) Rules, 2014 is not given. However the company is conscious about its responsibility to conserve energy, power, and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R&D.

S. No. Parameters F.Y. 2019-20 F.Y.2018-19
a) Capital Expenditure 0.00 0.00
b) Recurring 0.00 0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and outgo are given as below: -

S. No. Particulars F.Y. 2019-20 F.Y. 2018-19
1) Foreign Exchange earning Nil Nil
2) Foreign exchange outgoing Nil Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure A" of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, are given in "Annexure B" of this Report.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than ? 10 Crores and Net worth is less than ? 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Companys endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate Governance in the company

SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANIES

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company has no subsidiaries, joint venture companies so there is no requirement of description of performance of subsidiaries, joint venture companies.

RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System & Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral part of the Companys business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

INTERNAL CONTROL SYSTEMS

The companys Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all the applicable environmental law and labour laws. The company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on 31st March, 2020 your Board comprised of 4 (Four) Directors out of which two are independent directors and one women directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company in the Annual General Meeting

*Mr. Patel Akshay kumar Dineshkumar has been appointed as Independent Director w.e.f 09th May 2019 and has resigned from the Board w.e.f 27th February, 2020.

Key Managerial Personnel

During the financial year ending March 31, 2020, following members holds the position of Key Managerial Personnel are:

1. Ms. Bhavna Seth, Company Secretary & Compliance Officer

2. Mr. Dinesh kumar Maurya, Company Secretary & Compliance Officer

3. Mr. Ahir Narendra kumar Ramkripal, cheif Executive officer

4. Mr.Patel Darshan Dineshbhai, cheif Financial officer

During the year 2019-20 under review, following events took Place in the composition:

1. Mr. Ahir Narendra kumar Ramkripal, chief Executive officer has resigned from the post w.e.f

27.02.2020.

2. Mr.Patel Darshan Dineshbhai, Chief Financial officer has resigned from the Company w.e.f

27.02.2020.

1. Ms. Bhavna Seth, Company Secretary & Compliance Officer has resigned from the Company w.e.f 26.07.2019

2. Ms. Bhavna Seth has appointed as a Company Secretary and Compliance Officer of Company

w.e.f. 09/05/2019.

3. Mr. Dinesh kumar Maurya has resigned from the post of Company Secretary and Compliance

Officer of Company w.e.f. 09/05/2019.

After the financial year ending March 31, 2020 to the date of this report following events took Place in the composition:

1. Mr. Alok Nath Singh has appointed as a Company Secretary and Compliance Officer of Company w.e.f. 23/07/2020.

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors.

Directors Appointment and Remuneration Policy

The Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. During the year under review, none of the Directors of the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2020, on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;‘ and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Seven (7) times during the financial year 2019-20. The meetings of Board of Directors were held on 09th May 2019, 24th May 2019, l4th June 2019, 13th August 2019, 13th November 2019, 13th February, 2020 and 27th February, 2020

The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of the Director Designation Category

Number of Board Meetings during the year

Attendance of Last AGM
Held Attended
Harish Kumar Director Non Executive- Non Independent 7 7 Yes
Anju sharma Director Non Executive- Non Independent 7 7 Yes
Hitesh Rai Makhija Director Non Executive- Independent 7 7 Yes
Avinash Sharma Director Non Executive- Independent 7 7 Yes
Patel Akshay kumar Dineshkumar Director Non Executive- Independent 7 No

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The agenda and Notice for all the Meetings was prepared and circulated in advance to the Directors.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of independent directors, performance of non-independent

directors, performance of the board as a whole was evaluated, taking into account the views of directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on March 20th February, 2020 during the year 2019-20.

Committee Meetings Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them.

The board has re-constituted the Audit Committee in accordance with the requirement of Companies Act, 2013 and other applicable provisions. All members of Audit Committee are financially literate and have financial management expertise. The Audit Committee comprises of three independent directors as members out of which one is chairman of this committee.

The Audit Committee met Four (4) times during the financial year 2019-20. The meetings of Audit Committee were held on 24th May, 2019, 13th August, 2019, 13th November, 2019 and 13th February, 2020. The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

The Composition of the Audit Committee and their attendance at the Meetings are as follows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 4 4
Hitesh Rai Makhija Member 4 4
Mrs. Anju Sharma Member 4 4

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the Companies policy on and approve specific remuneration packages for executive director (s)/Manager under the Companies Act, 2013 after taking in to account the financial position of the Company, trend in the industry, appointees qualification, experience, past performance, interest of the Company and members.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the Companies Act, 2013. This Committee has comprises three independent directors as members out of which one member is chairman of the committee.

The Nomination and Remuneration Committee met Two (2) time during the financial year 201920. The meetings of Nomination and Remuneration Committee were held on 09th May, 2019 and 14th June , 2020.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

The Composition of the Nomination and Remuneration Committee and their attendance at the Meetings are as follows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 2 2
Hitesh Rai Makhija Member 2 2
Mrs. Anju Sharma Member 2 2

Stakeholders Relationship Committee

The scope of the Stakeholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, nonreceipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders Relationship Committee to consider and resolve grievances of the Shareholders/Investors. This Committee has comprises three independent directors as members out of which one member is chairman of the committee.

The Stakeholders Relationship Committee met four (4) time during the financial year 2019-20. The meetings of Stakeholders Relationship Committee were held on 24th May, 2019, and 13th February, 2020.

The Minutes of the Meetings of the Stakeholders Relationship Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

The Composition of the Stakeholders Relationship Committee and Their Attendance at the Meetings are as follows:

Name Designation

No. of Meetings

Held Attended
Avinash sharma Chairman & Member 2 2
Hitesh Rai Makhija Member 2 2
Ganesh Prasad Gupta Member 2 2
Mrs. Anju Sharma Member 2 2

Shareholders Meetings

There were one meeting of shareholders held during the financial year 2019-20 Annual General Meeting 26th September, 2019.