Quintegra Solutions Ltd Directors Report.

Your Directors have pleasure in presenting the Twentyseventh Annual Report together with the Audited Financial Statements for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

($ In lakhs)

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020
Income
Other Income
Expenditure 0.37 (18.50)
Interest
Depreciation & Exceptional Items
Profit / (Loss) before Tax (0.37) 18.50
Tax Expenses (for earlier years)
Profit / Loss after Tax (0.37) 18.50
Balance brought forward from previous year (17,555.01) (17,573.51)
Balance carried over (17,555.38) (17,555.01)

REVIEW OF OPERATIONS AND OUTLOOK

The Company does not have any business. Attempts are still made to revive the Company. All cost cutting measures are being implemented more effectively.

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 2021.

DIRECTORS

Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-election.

Mr K S M Rao (DIN: 02096588), was appointed by the Board as an Additional Director with effect from 10th February 2021 pursuant to the provisions of Section 161 read with Section 149 of the Companies Act, 2013. He holds office upto the date of the ensuing Annual General Meeting. The Nomination and Remuneration Committee of the company recommended to the Board the appointment of Mr K S M Rao, as Independent Director for period of five years. The company has received from the Director requisite consents and declarations to the effect that she meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director. The Board is of the opinion that he fulfils the conditions for appointment as a Director as specified in the Act and the Listing Regulations and his continued association would be of immense benefit to the Company. Therefore it is proposed to appoint him as an Independent Director not liable to retire by rotation for a period of five consecutive years from the close of business hours of the ensuing AGM.

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 Board met 4 times during the financial year, the details of which are given in the Corporate Governance Report.

STATUTORY AUDITORS

M/s. SVSR & Associates (erstwhile M/s. Srikaanth and Co,) (Firm Registration No.014139S) Chartered Accountants, Chennai were appointed as the Statutory Auditors of the Company at the AGM held on 26.9.2017 for a period of five years from the conclusion of the 23rd AGM till the conclusion of the 28th AGM subject to ratification by the members at every AGM. However, 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 four 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 contract/arrangement were entered into by the company with related parties.

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 2021 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 2020-21. 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 2021, 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 situation 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.

The year has been marred with pandemic related sharp declines in growth across industries, with one major exception being IT-ITeS sector. However, Covid-19 pandemic has lead to two shifts - an acceleration in the pace of digital transformation and a novel, hybrid work model redefining the dimensions of already evolving work place and work culture. Theres a shift to offshore and work from anywhere models.

IT Industry expected to grow 2.3% to $194 billion in FY 2020-21 according to the estimates by Nasscom. As per Nasscom strategic review for the year, IT exports would touch $150 billion this year, which is 1.9% growth over last year. Domestic growth for the said period expected to be $45 billion which would be 3.4% growth over last year. The industry, saw a shift towards more outcome-based pricing.

Citing a dynamic technology landscape Nasscom stopped giving forecast and instead replaced with CEO survey. 95% of CEOs anticipate significantly better global economic growth in 2021 while 67% of CEOs believe that IT industry will grow significantly higher than last year.

COVID-19

The second wave of the Covid-19 pandemic which developed into a more serious crisis in the last quarter of the FY 2020-21 forced the country to impose lock downs on all activities leaving impact on the economy at large. During this period, the priority was on safety and health of all its employees and other stakeholders, but the impact of the pandemic on the Company was not significant as the Company has neither business nor revenue. The company has no employees except two mandatory KMPS viz. CFO and Company Secretary who worked from home. The Company continued to carry on with the statutory compliances work through practicing professionals. However, repetitive lock downs in the State and the resultant restrictions on logistics caused some delay/difficulties in collecting, collating and dissemination of information.

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

The details of foreign exchange earnings and outgo are as detailed below: $ in lakhs

Particulars 2020-21 2019-20
Expenditure in Foreign Currency Nil Nil
Earnings in Foreign Currency Nil 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 2020-21 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

EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT 9 is annexed to and forms part of this report (Refer Annexure 3).

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and cooperation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments and the employees.

For and on behalf of the Board

Meleveettil Padmanabhan

Chairman

Place : Chennai

Date : 29th June 2021