Quest Financial Services Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 43^rd Annual Report of the Company together with Audited Financial Accounts for the year ended 31^st March, 2023.

1 Financial Highlights

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2023.as compared to the previous financial year are as under-

IT. in lakh)

Particulars	2022-2023	2021-2022
Total Revenue	17.28	16.89
(Less):Toial Expenditure	(23.23)	(17.80)
Profit/(Loss) before Exceptional & Extraordinary Items	(5.95)	(0.91)
Profit/(Loss) Before Tax	(5.95)	(0.91)
(Less): Provision for Current Tax	(0.03)	(TOO
(Less):Contingent provision for Standard Assets	0.00	0.00
Net ProfitZ(Loss) after Tax	(5.98)	(0.91)
(Less): Transfer to Statutory Reserve	0.00	0.00
Add/(Less): Brought forward from previous year	(3102.08)	(3101.17)
Balance carried to Balance Sheet	(3108.06)	(3102.08)

2. Performance

(a) Annual Financial Results

The total Revenue from operations of the Company during the Financial Year 2022-23 was T17.28 Lakh as compared to T16.89 Lakh for the previous financial year. The loss after tax stood at ? 5.98 Lakh as compared to ? 0.91 Lakh loss in the previous financial year.

(b) Names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

During the year under review, the Company does not have any subsidiary or associate Companies nor is associated with any joint ventures. Therefore, the disclosure pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Company

> The names of companies which have become its subsidiaries during the period under review

None of the Companies have become Subsidiaries during the period under review

3. The amount proposed to be carried to reserves.

During the year, considering the operating performance of the Company, no amount was transferred in any reserves

4. Change in Share Capital

During the year under review, there has been no change in the Authorised or Paid-up Share Capital. The Authorised Share Capital of the Company stands at ?1,23,34,00,000 /- divided into 1,233,400 Equity Shares of? 10 each. The Paid-up Share Capita! of the Company is ?1,23,31,65,000 /- divided into 12,33,16,500 Equity Shares of ?10/- each,

5. Dividend

Due to loss, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the Financial Year ended 31^st March, 2023.

6. Listing

The equity shares of the Company continue to be listed on the Calcutta Stock Exchange Limited.

Further, the Company Shares has been delisted from the BSE Ltd. by the Order passed by the Delising Committee of BSE Ltd.

6. Corporate Governance Report

The Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors Report.

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Certificate issued by a Chartered Accountant in practice regarding compliance of condition of Corporate Governance is annexed to the Directors Report.

7. Annual Return

In accordance with the Companies Act, 2013 ("the Act"), the Annual Return in the prescribed Format is uploaded on the website of the Company and can be viewed via the link: https://www.aue5tfinancial.in

8. Directors & Key Managerial Personnel

i. Board of Directors

As on 31** March, 2023, the composition of the Board is as under:

a) Mr. Bijay Kumar Agarwal (DIN-00634259) - Chairperson (Non-Executive Independent) Director;

b) Mr. Rabindra Kumar Hisaria (DIN-05170751) - Non-Independent Executive Director;

c) Mr. Tarun Laha (DIN-07477757) - Non-Independent Executive Director, Appointed as a Managing Director w.e.f.24^tr August, 2022.

d) Mrs, Nagina Kharwar (DIN: 09280504) -Non Executive Independent Director

H. Company Secretary

Mr. Anand Lohia has been appointed as the Company Secretary with effect from 1^st July, 2022 and resigned w.e.f.30^,h October,2022.

iii. Chief Financial Officer.

Mr. Rabindra Kumar Hisaria is the Chief Financial Officer of the Company.

9. Number of Meetings of the Board

The Board of Director of the Company met 12 (twelve) times during the Financial Year under review,

i.e. 19/04/2022, 30/05/2022, 18/06/2022, 01/07/2022, 13/08/2022, 24/08/2022, 27/08/2022, 06/09/2022,13/10/2022, 30/10/2022,12/11/2022 and 14/02/2023.

All the Meetings were held in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and Secretarial Standards I issued by the Institute of Company Secretaries of India

Name of the Directors	No. of Board Meeting entitled to attend	No. of Board Meeting attended
Bijay Kumar Agarwal(DIN-00634259)	12 (twelve)	12 (twelve)
Rabindra Kumar Hisaria(DIN-05170751)	12 (twelve)	12 (twelve)
Tarun Laha(DIN-07477757)	12 (twelve)	12 (twelve)
Nagina Kharwar(DIN-09280504)	12 (twelve)	12 (twelve)

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Companies Act, 2013 and sub-regulation 3 of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(hereinafter referred to as "the Listing Regulations") was held on 14.02.2023.

The Meetings were held in accordance with the provisions of the Act and the Listing Regulations, 2015 and Secretarial Standards issued by the ICSI.

10. Disclosure pursuant to Section 177(8) of the Companies Act, 2013-Composition of the Audit Committee

As on 31^st March, 2023 the composition of the Audit Committee is as under,

a) Mr, Bijay Kumar Agarwal (DIN- 00634259) Chairperson (Non-Executive Independent) Director;

b) Mr. Rabindra Kumar Hisaria (DIN-05170751) Independent Director

c) Mr. Tarun Laha (DIN-07477757) Executive- Non Independent Director

The Company Secretary is the Secretary to the Committee

During the Financial Year under review, the Audit Committee met Six (6) times and all such meetings were held in accordance with the provisions of the Act, readwith the Rules made there under and the Listing Regulations. Details of the same, including the meeting dates and the attendance of the Committee members, are provided in the Corporate Governance Report.

Further, the Board has accepted all the recommendations of the Audit Committee in the Financial Year 2022-2023.

11. Composition of the Nomination and Remuneration Committee.

As on 31^st March, 2023 the composition of the Nomination and Remuneration Committee is as under:

a) Mr. Bijay Kumar Agarwal (DIN- 00634259) Chairperson (Non-Executive Independent) Director-ceased to be the Chairperson w.e.f.31.10.2022

b) Mr. Rabindra Kumar Hisaria (DIN-05170751) Non Executive Independent Director

c) Mr. Tarun Laha (DIN-07477757) Non-Independent Executive Director

d) Mrs. Nagina Kharwar (DIN-09280504) Appointed as a Member and Chairperson w.e.f.30.10.22. Non Executive Independent Director

The Company Secretary is the Secretary to the Committee

The detail of the Committee, including the meeting dates and the attendance of the Committee members, is provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee.

As on 31^st March, 2022 the composition of the Stakeholders Relationship Committee is as under:

a) Mr. Bijay Kumar Agarwal (DIN- 00634259) Chairperson (Non-Executive Independent) Director;

b) Mr. Rabindra Kumar Hisaria (DIN-05170751) Non-Independent Director

c) Mr. Tarun Laha (DIN-07477757) Non-Independent Executive Director

d) Mrs. Nagina Kharwar (DIN-09280504) Appointed as a Member w.e.f.13 10.22. Non Executive Independent Director

The Company Secretary is the Secretary to the Committee

The detail of the Committee, including the meeting dates and the attendance of the Committee members, is provided in the Corporate Governance Report.

13. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Act, the Directors hereby confirm and state that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have 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 as on the Financial Year ended on March 31,2023 and of the loss of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

14. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

15. Declaration by the Independent Directors and statement on compliance of Code of Conduct.

All the Independent Directors have furnished the Statement on Declaration of Independence under section 149 (6) of the Act and Regulation 16 of the Listing Regulations. Further, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the Act.

16. Statement on compliance of Code of Conduct for Directors and senior management personnel.

The Corporate Governance Report contains a Declaration on compliance to the Code of Conduct by the Directors and Senior Management Personnel of the Company.

17. Policy on Directors Appointment & Remuneration.

The Companys Nomination and Remuneration Policy contains inter-alia, 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 Act and the Listing Regulations.

Pursuant to the proviso of sub-section (4) of Section 178 of the Companies Act, 2013, the aforesaid policy is available on the Companys website -

The Policy defines the basic principles and procedure of nomination and determination of remuneration of all the Directors, Key Managerial Personnel and the senior management. It is further intended to ensure that the Company is able to attract, develop and retain high-performing Directors, Key Managerial Personnel and other employees and that their remuneration is aligned with the Companys business strategies, values and goals. The policy is based on the following pillars:

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. The relationship of remuneration to performance is clear and meets appropriate benchmarks; and

c. The remuneration to directors, key managerial personnel 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.

The Policy in available on the website of the Company via the link https://www.questfinancial.in/nomination-and-remuneration-policy.html

18. Auditors & Auditors Report

a. Statutory Auditors

M/s. Verma S & Associates, Chartered Accountants (FRN: 328962E) of 22/3, S K Deb Road, 1** Bye Lane, Ground Floor, Near Tetultala Bus Stop, Kolkata - 700 048 is the Statutory Auditor of the Company and holds office till the conclusion of the ensuing 43^rd Annual General Meeting . Based on the recommendation of the Audit Committee, your Board has accordingly proposed its re-appoint for a term three years.

M/s. Verma S & Associates has furnished a Certificate of Eligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.

b. Independent Auditors Report

The Self Explanatory Independent Auditors Report does not contain any adverse remarks or qualification.

c. Secretarial Auditor

CS Pankaj Kumar Modi (C.P. No. 12472, Membership No. 28600), Company Secretary in wholetime Practice, issued the Secretarial Audit Report for the Financial Year ended 31 ** March, 2023.

d. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors Report in Annexure-i. The Report of the Secretarial Audit Report does not contain any adverse remark except:-

a. In terms of section 203 of the Companies Act, 2013 read with the Rules made thereunder, the Company Secretary resigned w.e.f. 31st October, 2022. However, the company is actively engaged in the process of identifying and appointing the right candidate for the position of Key Managerial Personnel (KMP), particularly for the role of Company Secretary,

b. Regulation 55A (1) of SEBI (Depositories and Participants) Regulations, 1996, requires every issuer to submit to the Stock Exchanges, audit report by a practicing company secretary or qualified chartered accountant on a quarterly basis, for the purposes of reconciliation of the total issued capital, the Company has not filed the report with the stock exchange for all the quarter.

However, the management has given assurance that Regulation 55A for all the quarters of Financial Year 2022-23 will be submitted by the company to the stock exchange shortly.

c. As per Regulation 40(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not filed certificate with the stock exchange for the year ended 31.03.2023.

However, the management has given assurance that Regulation 40(10) for all the quarters of Financial Year 2022-23 will be submitted by the company to the stock exchange shortly.

d. As per Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not filed Shareholding pattern with the stock exchange for the all the quarters of the Financial Year 2022-2023.

However, the management has given assurance that Regulation 31 for ail the quarters of Financial Year 2022-23 will be submitted by the company to the stock exchange shortly.

The Board of Directors point-wise comments is as under:-

a. The Company is trying to find the suitable candidate for the post of Company Secretary.

b. The same was inadvertently not submitted. The same will be submitted at the eariiest.

c. The same was inadvertently not submitted. The same will be submitted at the eariiest.

d. The same was inadvertently not submitted. The same will be submitted at the earliest.

e. Internal Audit Report

The Internal Audit Report does not contain any adverse remarks.

19. Maintenance of Cost Records.

During the financial year under review, the maintenance of cost records as well the requirement of Cost Audit was not applicable to the Company.

20. Particulars of Loans, guarantees or investments under Section 186 of the Act.

The provisions of section 186 of the Act are not applicable upon a Non-Banking Financial Company. Therefore, the Company is not required to provide any disclosure pursuant to Section 134(3)(g) of the Act.

21. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed form.

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business. The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while pursuing ail Related Party transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

Further, during the year, the Company had not entered into any contract/ arrangement I transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions

22. State of Company Affairs & Future Outlook.

During the financial year under review, total revenue has decreased by Rs. 0.39 Lacs (approx). However, due to low generation of income, the Company has incurred loss of Rs, 5.98 Lacs (approx). As the recovery process of the global economy against the backdrop of the COVID-19 pandemic has already begun, the Company expects increase in growth prospects in the coming years

As on 31^st March, 2023, the Company is a Non-Systemically Important Non-Banking Financial (Non- Deposit Accepting or Holding) Company, does not have any outstanding public deposits and the Company shall not accept in the Financial Year 2023-2024 and thereafter, any public deposit without obtaining the prior approval in writing of the Reserve Bank of India

23. Material Changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors Report.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014:

a. Conservation of Energy.

The Company has no activity relating to conservation of energy.

b. Technology Absorption.

The Company has no activity relating to Technology Absorption. Further, the Company has not entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

The Company does not have any Foreign Exchange earnings and outgo during the financial year under review.

25. Risk Management Policy.

The Company has a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The details pertaining to various types of risks are described in the Management Discussion and Analysts report which is annexed to the Directors Report.

Pursuant to Schedule IV (II) (4) of the Act, the Independent Directors, inter-aiia amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory.

As on 31^st March, 2023, the Company is not required to have a Risk Management Committee and has voluntarily complied with the constitution of the Risk Management Committee in terms of the Listing Regulations. Further, in terms of Regulation 17(9)(b) of the Listing Regulations, the Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company and has delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee. The Risk Management Committee is responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures.

26. Manner of formal annual evaluation of the performance of the Board, its Committees and that of its individual directors.

The manner of forma! annual evaluation of the performance of the Board, its committees and that of the individual directors is more fully described in the Corporate Governance Report which is annexed to the Directors Report. The evaluation is perused on the basis of the Companys performance evaluation policy.

27. Change in the nature of business.

There has been no change in the nature of business of the Company in the Financial Year under review.

28. Disclosures relating to Subsidiaries, Associates and Joint ventures.

The Company does not have any Subsidiary or associate companies (as defined in Section 2(6) of the Act) nor is associated with any joint ventures and therefore the disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Company.

29. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Audit Committee of the Company ensures that there is a direct relationship between the Companys objectives and the internal financial controls it implements, to provide reasonable assurance about their achievement.

In this connection, the Audit Committee in coordination with the Internal Audit Department periodically reviews the following:

a. Transactions are executed in accordance with the managements general or specific authorization;

b. All transactions are promptly recorded in the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements, if any;

c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access, use or disposition.

A reference is made in this connection to the CEO & CFO Certification which forms part of the Annual Report

30. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has no employee whose remuneration exceeds the limit prescribed under Section 197 of the Act read with Rule 6(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

I. The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided herein below:

In computing the various parameters, Gross Salary has been considered. Gross Salary of the employees primarily encompasses Salary, allowances and perquisites,

i. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year

Directors	Ratio of Remuneration to Median Remuneration
Mr. Bijay Kumar Agarwal -Non-Executive Independent Director	No remuneration or sitting fees was paid
Mr. Rabindra Kumar Hisaria -Non Executive Independent Director	No remuneration or sitting fees was paid
Mr. Tarun Laha-Executive Director w.e.f.24.08,22	0.57 (approx) Remuneration paid part of the year.
Mr. Nagina Kharwar-Non-Executive Independent Director	No remuneration or sitting fees was paid

il. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the Financial Year
Mr. Bijay Kumar Agarwal -Non-Executive independent Director	No remuneration or sitting fees was paid
Mr. Rabindra Kumar Hisaria -Non Executive Independent Director & CFO	0.85 (approx).Remuneration paid as a CFO.
Mr. Tarun Laha-Non-Executive Independent Director	0.57 (approx) Remuneration paid part of the year.
Mr. Nagina Kharwar-Non-Executive Independent Director	No remuneration or sitting fees was paid
Mr. Anand Lohia. Appointed as Company Secretary w.e.f. 01.07,22 and resigned w.e.f. 30.10.22	0.57 (approx) Remuneration paid part of the year.

Hi. The percentage increase in the median remuneration of the employees in the financial year.

There has been no increase in the median remuneration of the employees in the Financial Year.

iv. The number of permanent employees on the rolls of the company

As on 31^st March, 2023, there are 7 Employees on the rolls of the Company.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year.

There was no increase in salaries of employees in the last financial year and also in the current financial year under review.

vi. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company,

31. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances of reporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website of the Company.

https://www.auestfinancial.in

32. Insider Trading

The Company has put in place following Codes pursuant to the SEBI {Prohibition of insider Trading) Regulations, 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

b. Code of Conduct to Regulate, Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

33. Transfer of amount to investor Education and Protection Fund (IEPF).

Please note that, no claims shall lie against the Company in respect of unclaimed dividend amounts so transferred to the Investor Education and Protection Fund (IEPF).

Mr Rabindra Kumar Hisaria (DIN: 05170751), Director and CFO has been appointed as the Nodal Officer, Claimants may contact the Nodal Officer. Mr. Rabindra Kumar Hisana, Director, through the dedicated e-mail Id for the said purpose: investorsquestfinancia!@yahoo.co.in. Alternatively, the claimants may also write their concerns to the Nodal Officer, addressed at the Registered Office. The relevant details in the above matter, including the relevant notification of the Ministry, contact details of the Nodal Officer, access link to the refund webpage of the IEPF Authority website, etc., are available on the website of the Company via the following link. https://www.questfmancial.in

34. Compliance to norms prescribed by RBI for NBFCs.

Your Company has been complying with ali the requisite applicable norms prescribed by the Reserve Bank of India for Non-Deposit Taking Non-Systematically Important NBFCs.

35. Green Initiative

To support the Green Initiative in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Niche Technologies Private Ltd., if shares are held in physical mode or with their DP, if the holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request Mr. Rabindra Kumar Hisaria, Director of the Company.

In terms of Section 108 of the Act and Rule 20 of the Companys (Management and Administration) Rules 2014, the Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

36. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013.

The Company strives to provide a safe working environment to all its employees, including its women employees and is committed to the protection of women against sexual harassment.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has in place a Policy for prevention of Sexual Harassment of Women

The Board of Directors do hereby confirm and state that, Quest Group has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to look into the matters relating to sexual harassment at workplace. Ms. Nagina Kharwar, Director, is the Presiding Officer of the Committee. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

In the event of any sexual harassment at workplace, any woman employee of the Quest Group may lodge complaint to Ms. Nagina Kharwar in writing or electronically through e-mail at: investorsquestfinancial@yahoo.co.in

During the period under review, no complaints pertaining to sexual harassment of women at workplace were received by the Company. Accordingly, in terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, a summary thereof is asunder

Particulars	No. of Complaints
Number of complaints pending at the beginning of the year.	Nil
Number of complaints received during the year.	Nil
Number of complaints disposed off during the year.	Nil
Number of cases pending at end of the year.	Nil

37. Managements Discussion and Analysis.

The Managements Discussion and Analysis Report in terms of the Listing Regulations forms part of the Annual Report.

38. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

39. General.

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Policy on Corporate Social Responsibility (CSR) Initiatives.

The Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities in terms of the provisions of Section 135 of the Act and accordingly, the requisite disclosure requirement as is specified in Section 134(3) (o) of the Act, is not applicable on the Company.

b. Details of deposits which are not in compliance with the requirements of Chapter V of the Act.

The Company has neither accepted any deposits during the financial year under review, nor has any outstanding deposits as on 31^st March, 2022. Accordingly, the question of unpaid or unclaimed deposits does not arise.

c. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014.

There were no such instances during the financial year under review.

d. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto in terms of Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014.

Not Applicable

e. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year atongwith their status as at the end of the financial year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014.

There were no such instances during the financial year under review.

f. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons there to in terms of Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014.

Not Applicable

40. Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board hereby declares that:

In the opinion of the Board of Directors, the integrity, expertise and experience of the independent Directors of the Company is adequate and commensurate with the size, structure, and business requirement of the Company

Further, the Independent Directors have registered their names in the Independent Directors databank.

41. Declaration by the Independent Directors and statement on compliance of Code of Conduct.

All the Independent Directors have furnished the Statement on Declaration of Independence under section 149 (6) of the Act and Regulation 16 of the Listing Regulations, Further, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the Act.

42. Statement on compliance of Code of Conduct for Directors and senior management personnel.

The Declaration on compliance to the Code of Conduct by the Directors and Senior Management Personnel of the Company.

43. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

44. Acknowledgement.

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and

stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at ail levels

The Directors look forward to the continued support of all the stakeholders in the future and appreciate and value the contribution made by every member of the Company