Quintegra Solutions Ltd Directors Report.

Your Directors have pleasure in presenting the Twentyeighth Annual Report together with the Audited Financial Statements for the year ended 31s* March 2022.

FINANCIAL HIGHLIGHTS

(Rs. In lakhs)
Particulars For the year ended 31.03.2022 For the year ended 31.03.2021
Income - -
Other Income - -
Expenditure 5.94 0.37
Interest - -
Depreciation & Exceptional Items - -
Profit / (Loss) before Tax (5.94) (0.37)
Tax Expenses (for earlier years) -
Profit / Loss after Tax (5.94) (0.37)
Balance brought forward from previous year (17781.83) (17781.46)
Balance carried over (17787.77) (17781.83)

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. There was no Change in the nature of the business of the Company done during the year.

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 2022.

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.

Mr K S M Rao (DIN: 02096588), Independent Director of the company will cross the age of 75 years with effect from 1.8.2022. Pursuant to Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended from time to time approval of the members by means of a special resolution is being sought for him to continue to hold office of the Independent Director of the Company for the remaining period of his term till 30th July 2026 notwithstanding that he would be over 75 years of age with effect from 1.8.2022.

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 (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. As the tenure of Auditors ends with the conclusion of the forthcoming AGM, the Board considered it necessary to reappointment them for a further term of five years from the conclusion of 28th AGM till the conclusion of 33rd 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 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 Director 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 2022 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 2021-22. The Secretarial Audit Report is annexed to and forms part of this report (Refer Annexure l).

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 2022, 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.

Nasscom reported that Indias IT Sector is set to become a USD 227 billion industry in FY22, registering a 15.5 per cent growth which is the highest in over a decade and termed it as a year of resurgence, after the one of resilience in the immediate aftermath of the pandemic. Annual growth rates have now increased to around 15-20% which were 6-7% before the pandemic. However, the industrys growth has brought with it an increased scale of attrition as other Indian IT majors and newer tech start-ups are competing for the same talent pool. In its yearly strategic review for FY22, Nasscom said the industry added 4.5 lakh new jobs to take the overall direct employees to 50 lakh people. Indian software product industry is expected to reach around US Rs. 100 billion by 2025.

The allocation of Rs. 88,567.57 crore (US Rs. 11.58 billion) for IT and telecom sector in Union Budget 2022-23 is one of the major initiatives taken by the Government. With strong governmental support, good English based educational system, large talent pool, and the open market, India has a flourishing IT industry, and earned a well-deserved place in the global market. Indian companies are focusing to invest internationally to expand global footprint and enhance their global delivery centres. Having proven its capabilities in delivering both on shore and off shore services to global clients emerging technologies now offer new scope of opportunities for top IT firms in India.

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 2021-22 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 2021-22 is put up on the Companys website and can be accessed at https:// quintegrasolutions.com/download/MGT-7-2022.pdf

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 : 28*h June 2022 Chairman