Quest Softech Director Discussions


To,

The Members,

The Board of Directors have pleasure in presenting their Twenty Fourth (24th ) Annual Report on
the business and operations of the Company and the accounts for the Financial Year ended March
31,2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. In Lacs )

Particulars

For the year ended
March 31, 2023
For the year ended
March 31, 2022

Total income

6.47 320.84

Expenditure

40.43 17.29

Profit before interest, finance charges and
depreciation

(33.96) 303.55

Interest and finance charges

0.49 -

Depreciation

- -

Profit before tax

(34.46) 303.55

Exceptional Items

- -

Less; Tax Expenses

1.20 (42.72)

Profit after taxation

(35.66) 260.83

2. BRIEF DESCRIPTION OF COMPANY AFFAIRS DURING THE YEAR

Quest Softech (India) Limited ("Quest") is a Public Limited Company, listed on Bombay Stock
Exchange (BSE) Limited on July 05, 2013. The main business of the Company is providing
Software and Hardware consultancy and allied services. The Company has ventured into
business sales and services related to Electric vehicle charges and charging stations since
March, 2023.

3. DIVIDEND

The Board of the Company regrets their inability to recommend any dividend for the financial
year ended March 31,2023, due to the losses incurred at operational levels.

4. RESERVES

No amount is proposed to be transferred to the reserves for the financial year ended March
31,2023.

5. MATERIAL CHANGES AND COMMITMENTS

No material changes affecting the financial position of the Company have occurred between
the end of the financial year of the Company and the date of the Report.

6. CHANGES IN NATURE OF BUSINESS

During the year under review, the Company had obtained approval of members in their Extra
Ordinary General Meeting held on 23rd February, 2023 towards the alteration of object clause
of Memorandum of Association. The company would venture new business Opportunities
including manufacturing, assembly, installation, commissioning, operating and maintenance

of chargers of Electric Vehicles and its Charging Stations and allied business activities;
including but not limited to Re- selling, Facility Management, Tech based solutions in Electric
vehicle Infra segment, EV Battery Swap Stations, acting as commission agent in EV Segment
for any trade or service.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANYS OPERATIONS IN FUTURE

During the period under review, no significant and material orders have been passed by the
regulators or courts or tribunals impacting the going concern status and Companys operations
in the future.

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate systems of Internal Control to ensure compliance
with policies and procedures which is commensurate with size, scale and complexity of its
operations. The Company has appointed an external professional firm as an Internal Auditor.
The Internal Audit of the Company is regularly carried out to review the internal control systems
and processes. The internal Audit Reports along with implementation and recommendations
contained therein are periodically reviewed by Audit Committee.

9. AUDITORS

i. Statutory Auditor

At the Twenty Second (22nd) AGM held on September 30 2021, the members of the Company
approved the appointment of M/s. Bansi Khandelwal & Co., Chartered Accountants (Firm
Registration No. 145850W) as statutory auditors of the Company for a term of 5 years from
the financial year 2021-22 onwards at such remuneration plus service tax, out-of-pocket,
travelling and living expenses, etc., as may be mutually agreed between the Board of
Directors of the Company and the Auditors. Accordingly, M/s. Bansi Khandelwal & Co. will
continue as statutory auditors of the Company till the financial year 2022 to 2026.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement
of seeking ratification of appointment of statutory auditors by members at each AGM has
been done away with. Accordingly, no such item has been considered in notice of the
twenty fourth (24th) AGM.

ii. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Dharmendra Sharma & Associates, Practicing Company Secretaries as the
Secretarial Auditors of the Company to undertake Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as Annexure I.

Explanation in respect of observation in Secretarial Audit Report.

In relation to the observation remark made by Secretarial Auditor, about non-appointment
of Independent Directors, the Board of Directors hereby state that in their Meeting held on
5th May, 2023, the requisite number of Independent Directors were appointed.

iii. Internal Auditor

M/s. Paresh Davda & Co., Chartered Accountants, performed the duty of internal auditor of
the Company for the F.Y. 2022-23 and their report is also reviewed by the Audit Committee.

10. AUDITORS REPORT

There was no qualification, reservation or adverse remark or disclaimer made by the Statutory
Auditors in their report and the said Auditors Report & notes to accounts are self-explanatory.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 7 (Seven) times during the year under review.
The Board meetings were held on 27th May, 2022, 10th August,2022, 22nd September, 2022,
12th November, 2022, 20th December, 2022, 17th January, 2023 and 25th January, 2023. All
Directors were present in all the meetings.

The attendance of the directors is as under:

Name of the Directors

No. of

meetings held

No. of meetings
attended

Mr. Dhiren Kothary (upto 20.12.2022)

7 5

Mr. Suresh Vishwasrao (upto 20.12.2022)

7 5

Mrs. Tejas Shah

7 7

Mr. Vipul Chauhan (w.e.f. 20.12.2022)

7 3

Mr. Naimish Raval (w.e.f. 20.12.2022)

7 3

Mr. Jaydeep Mehta (w.e.f. 20.12.2022)

7 3

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company (ies).

13. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31,2023 is Rs. 10 crores. The
company had obtained the approval of members on February 23, 2023 towards the increase
in authorized share capital from Rs. 10 Crores to Rs. 27 Crores.

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received declarations from all Independent Directors conveying that they
meet the criteria of independence as laid down under Section149(6) of the Act.

15. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for

(a) Adequate safeguards against victimization of persons who use the Vigil Mechanism;
and

(b) Direct access to the Chairperson of the Audit Committee of the Company in appropriate
or exceptional cases.

16. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31,2023 is available on the Companys website at www.ampvolts.com

17. DEPOSITS

The Company has not accepted any fixed deposits, as defined in Section 73 and 74 of the
Companies Act, 2013 read with the relevant rules, during the year under review.

18. MANAGERIAL REMUNERATION

The details of the Managerial Remuneration, which is approved by the Board, on the
recommendation of the Nomination & Remuneration Committee, are given in the notes to the
financial statements.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Composition of Board of
Directors and Key Managerial Personnel of the Company:

i. Mr. Vipul Chauhan (DIN: 01241021) was appointed as Additional Executive Director
in the meeting of Board of Directors held on 20th December, 2022. Further, in the
meeting held on 5th May, 2023, Mr. Vipul Chauhan was appointed as Managing Director
for the period of 5 years w.e.f 5th May, 2023 to 4th May, 2028 subject to approval of
members at the ensuing Annual General Meeting. The Board of Directors recommend
the appointment of Mr. Vipul Chauhan as Director and continue to hold the office as
Managing Director.

ii. Mr. Naimish Raval (DIN: 09359061) was appointed as Additional Executive Director in
the meeting of Board of Directors held on 20th December, 2022. The Board of Directors
recommend the appointment of Mr. Naimish Raval as Director at the ensuing Annual
General Meeting.

iii. Mr. Jaydeep Mehta (DIN: 06952808) was appointed as an Additional Independent
Director in the meeting of Board of Directors held on 20th December, 2022 for the period
of 5 years effect from 20th December, 2022 to 19th December, 2027. The Board of
Directors recommend the appointment of Mr. Jaydeep Mehta as Independent Director
at the ensuing Annual General Meeting.

iv. Mr. Bipin Hirpara (DIN: 08249274) was appointed as an Additional Independent Director
in the meeting of Board of Directors held on 5th May, 2023 for the period of 5 years effect
from 5th May, 2023 to 4th May, 2028. The Board of Directors recommends appointment
of Mr. Bipin Hirpara as Independent Director at the ensuing Annual General Meeting.

v. Mr. Dhiren Kothary (DIN: 00009972), Whole-Time Director and Mr. Suresh Vishwasrao
(DIN: 00837235), Director ceased to be director w.e.f 20th December, 2022. The Board
places on record its appreciation for the assistance and guidance provided by Mr. Dhiren
Kothary and Mr. Suresh Vishwasrao during their tenure as director of the Company.

As on 31st March, 2023, the Board consisted of One Independent Director, not liable to
retire by rotation, Two Executive Additional Directors and One Additional director under
the Independent Category. Hence, at the ensuing AGM neither of the directors falls
under the category for retirement by rotation.

Mr. Amar Nagariya, CFO has tendered his resignation from the post of Chief Financial
Officer (CFO) and Key Managerial Personnel (KMP) of the company with effect from
closing of business hours on 5th May, 2023. The Board places on record its appreciation
for the contribution by Mr. Amar Nagariya during his tenure as CFO of the Company.

In view of resignation of Mr. Amar Nagariya, CFO, the Board has appointed Mrs.
Bhadresha Patel as Chief Financial Officer (CFO) and Key Managerial Personnel of the
Company under the Companies Act, 2013 w.e.f 5th May, 2023.

20. COMMITTEES OF THE BOARD

The committees of the Board are duly constituted as per Regulation 17 SEBI Listing Obligation
and Disclosure Requirement (LODR), 2015.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has certain loans and unquoted investments. The details of changes in the
Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act
are given in the notes to the Financial Statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The approval of members was sought in the Extra Ordinary General Meeting held on February
23, 2023 for entering into Related Party transactions during the year 2022 -23. The details of
such related party transactions are disclosed in Form AOC 2 which is annexed herewith as
Annexure II.

Further, the approval of members is being sought for Material Related Party Transactions at
the ensuing AGM. The Related Party Transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are repetitive in nature. A statement of all Related Party Transactions is placed before
the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms
and conditions of the transactions.

23. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to good corporate governance in line with Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI
("LODR") and Quest Softech corporate governance norms. The Company is following the
provisions of corporate governance as specified in the SEBI ("LODR"). However, Regulation
17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of
Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 are
not applicable to the Company. Hence, the Corporate Governance Report is currently not
applicable to the company.

Managements Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (LODR), is presented in a separate section forming part of the Annual
Report.

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

The Provision of Section 134 of the Companies Act, 2013 read with Companies (Disclosure of
Particulars in the Report of Board of Directors), directors furnish herein below the additional
information.

i. Conservation of Energy

The Company was engaged in providing software and Hardware consultancy and allied
services till February, 2023. Although the current operation of the Company is not energy
intensive, it continues to adopt energy conservation measure at all operational levels.

Further, the company has ventured into business sales and services related to Electric
vehicle chargers and charging stations since March 2023. In view of the same the
company has taken effective measures to conserve the energy.

ii. Technology Absorption

Your Company has not imported any technology during the year under review.

iii. Foreign exchange earnings and outgo

During the year under review, there were no transactions in Foreign Currency.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Corporate Social Responsibility under the Companies Act, 2013 are not
applicable on the Company.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the information on employees particulars
which is available for inspection by the Members up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may email to
the Company in this regard.

27. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) and 134(5) of the Companies Act, 2013
the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, 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 as at March 31,2023 and of the Loss of
the Company for that year;

c) The Directors have 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 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 that such 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.

28. BOARD VALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of the Audit and Nomination & Remuneration Committees.

29. RISK MANAGEMENT

The Company has devised and implemented mechanism for risk management.

30. LISTING WITH STOCK EXCHANGES

The Companys shares are listed on BSE Ltd. (BSE) & with effect from July 05, 2013. The
annual listing fee for the financial year 2023-24 to bSe has been paid and requisite taxes in
respect of listing fees have been deposited to the statutory authority.

31. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the applicable norms under Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during
the year 2022-23:

• No of complaints received: Nil

• No of complaints disposed off : Nil

32. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable
Secretarial Standards as amended and issued by Institute of Company Secretaries of India
and notified by the Ministry of Corporate Affairs.

33. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wishes to place on record its appreciation for
the dedication and commitment of Companys employees at all levels which has continued to
be our major strength.

The Directors also thank the shareholders, investors, customers, business partners, bankers
and other stakeholders for their confidence in the Company and its management and look
forward for their continuous support.

For and on behalf of the Board of Directors
Quest Softech (India) Limited

Vipul Chauhan

Naimish Raval

Managing Director

Executive Director

(DIN: 01241021)

(DIN: 09359061)

Date: 5th May, 2023
Place: Vadodara

Registered Office:

Cabin No. 11,7th Floor,

Times Square,

Andheri Workflo,
Next to Sai Service,

Andheri East,

Mumbai - 400069