| Dear Members,
The Directors have pleasure in presenting their Sixteenth (16th)
Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31,2015.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Rs.in lakhs)
Particulars FY 2014-15 FY 2013-14
Total Revenue 49.84 9.72
Profit Before Interest and Tax 5.09 (26.96)
Finance Charges - -
Profit Before Tax 5.09 (26.96)
Provision for Tax (2.93) (2.30)
NetProfitAfterTax 8.08 (24.66)
Transferred to General Reserve - -
Proposed Dividend - -
Closing Balance in Statement of
Profit and Loss (514.37) (521.59)
2. BRIEF DESCRIPTION OF THE COMPANY'S 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
consulting services related to the preparation and maintenance of
accounting information and reports. The registered and corporate office
of Quest is in Mumbai.
3. DIVIDEND
In view of unavailability of sufficient profits, the Board of Director
of the Company regrets their inability to recommend any dividend for
the Financial Year ended March 31,2015.
4. RESERVES
Due to insufficient profit, the company has not transferred any amount
to reserves during the year.
5. 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
There have been no material changes affecting the financial position of
the Company which have occurred between the end of the financial year
of the Company and the date of the Report.
6. CHANGES IN NATURE OF BUSINESS
There has been no change in the business of the Company during the year
under review.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the year under review, no significant and material orders have
been passed by the regulators or courts or tribunals impacting the
going concern status and Company's 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 of the Board.
9. AUDITORS
a. Statutory Auditor
During the year, the auditor firm of your company firm got converted
into Limited Liability Partnership. M/s Chokshi & Co. LLP (FRN -
131228W/W100044), Chartered Accountants hold office from the conclusion
of this Annual General Meeting (AGM) till the conclusion of the
Seventeenth AGM of the Company to be held in the year 2016.
b. 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, Company Secretaries as the Secretarial Auditors of the
Company to undertake Secretarial Audit of the Company for FY 2014-15.
The Secretarial Audit Report is annexed herewith as Annexure II.
c. Internal Auditor
M/s Bajrang Paras & Co, Chartered Accountants, performs the duties of
internal auditor of the Company and their report is reviewed by the
audit committee periodically.
10. AUDITORS' REPORT
There was no qualification, reservation or adverse remark or disclaimer
made by the Statutory Auditors in their report and the said Auditor's
Report & notes to accounts are self-explanatory.
11. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 4 (four) times during the
year under review. In addition to this, one meeting of Independent
Director's was also held. The details of the meetings of the Board
including of its Committees and Independent Directors' meeting are
given in the Report on Corporate Governance section forming part of
this Annual Report.
12. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Companies Act, 2013 and Clause 49 of the
Listing Agreement, a meeting of Independent Directors was held on
November 17, 2014, without the attendance of non-independent directors
and members of Management. In addition, the Company encourages regular
separate meetings of its independent directors to update them on all
business-related issues and new initiatives.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate
Company (ies).
14. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company on March 31,2015, was
Rs. 10 crore. There was no change in the Authorised or Paid-up
Capital/Subscribed Capital during FY 2014-15.
15. DECLARATION BY INDEPENDENT DIRECTORS AND RE- APPOINTMENT, IF ANY
The Company has received declarations from all Independent Directors
that they meet the criteria of independence as laid down under Section
149(6) of the Act and Clause 49 of the Listing Agreement.
16. 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 Board of Directors of the Company in
appropriate or exceptional cases.
17. EXTRACT OF ANNUAL RETURN
Extract of Annual Return pursuant to the provisions of Section 92 read
with Rule 12 of the Companies (Management and Administration) Rules,
2014 is furnished in Annexure I and is attached to this Report.
18. DEPOSITS
Your 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.
19. MANAGERIAL REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration
Committee approved a policy for selection and appointment of Directors,
Senior Management and for determining their remuneration.
20. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed Mr. Dharmendra Sharma & associates,
practicing Company Secretary for conducting secretarial audit of the
Company for the financial year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure II. The
Secretarial Audit report does not contain any qualification,
reservation or adverse remark.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Detail of Directors and Key Managerial personnel have been given in
the Corporate Governance Report being part of this Annual report
The members at their Meeting held on September 30, 2014, had appointed
Ms. Kalpana Sah and Mr. Paresh Zaveri as Independent Directors of the
Company for a term up to March 31, 2019.
Mr. Suresh Vishwasrao retire at the AGM and has offered himself for
re-appointment.
Necessary resolutions for appointment and re-appointment of the
aforesaid Directors have been included in the Notice convening the
ensuing AGM and details of the proposal for appointment and
re-appointment are mentioned in the Explanatory Statement to the
Notice.
22. COMMITTEES OF THE BOARD
The committee of the Board duly constituted as per clause 49 of Listing
Agreement. It is disclosed separately in the corporate governance
report, which forms part of the directors' report.
23. 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.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has neither made any transaction with any related party and
nor entered into any contract with any related party which is
detrimental to the operation of the Company. Therefore, no such
disclosure been annexed to this Report.
25. CORPORATE GOVERNANCE CERTIFICATE
The Company is committed to good corporate governance in line with the
Listing Agreement and Quest Softech corporate governance norms. The
Company is in compliance with the provision on corporate governance
specified in the Listing Agreement with BSE.
A certificate of compliance from Mr. Deepak Prakash Rane, Practicing
Company Secretary on Corporate Governance form part of this Annual
Report.
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provision of Section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors), directors furnish herein below the additional information
a. Conservation of Energy
Although the operation of the Company is not energy intensive, it
continues to adopt energy conservation measure at all operational
levels. The disclosure under section 134(3) (m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, is not applicable
to the company.
b. Technology Absorption
Your Company has not imported any technology during the year under
review.
c. Foreign exchange earnings and outgo
During the year under review, there were no transactions in Foreign
Currency.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Due to unavailability of sufficient profit, Company could not
contribute to the Corporate Social Responsibility activities.
28. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
Executive Director Ratio to medianremuneration
Mr. Dhiren Kothary 0.25
Non-Executive Director Ratio to median remuneration
Mr. Suresh Vishwasrao -
Mr. Paresh Zaveri -
Ms. Kalpana Sah -
b) the percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year;
Directors, Chief Executive Officer, % increase in remuneration
Chief Financial Officer and Company in the financial year
Secretary
Mr. Dhiren Kothary* -
Mr. Suresh Vishwasrao -
Mr. Paresh Zaveri -
Ms. Kalpana Sah
Ms. Archana Tripathi* -
* Since this information is for part of the year, the same is not
comparable.
c) The percentage increase in the median remuneration of employees in
the financial year -
47%
d) The number of permanent employees on the rolls of company -
2 (Two)
e) The explanation on the relationship between average increase in
remuneration and company performance-
The increase in company revenue for the Financial Year 14-15 over
13-14, was 413% and the average increase in remuneration was 194%. The
average increase in remuneration is not based on Quest Softech's
performance alone, but also takes into consideration other factors like
market benchmark data; the average increases being given by peer
companies, industrial standard rate and overall budgetary impact within
the Company.
f) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
Aggregate remuneration of key managerial FY15 (in lakhs)
personnel (KMP)
Revenue (in lakhs) 49.85
Remuneration of KMPs (as % of revenue) 9.49
Profit before Tax (PBT) (in lakhs) 5.09
Remuneration of KMP (as % of PBT) 92.97
g) Variations in the market capitalisation of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year
Particulars March 31, 2015 March 31, 2014 % Change
Market Capitalisation
( in lakhs) 764 864 (11.57)
Price Earnings (PE) Ratio 95.20 - -
*Due to loss in FY 2013-14, the PE ratio cannot be derived.
h) Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer in case of listed companies -
The Company was listed as a result of Scheme of Arrangement and has not
come out with an IPO. Hence the details of the same are not applicable
i) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration-
The average increase in salary of employee during the year was 257%.
There is no exceptional increase in the remuneration of Managerial
Remuneration in comparison to the average increase in the salary of
other employees.
j) Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the company;
Key Managerial Personnel Mr. Dhiren Ms. Archana
Kothary Tripathi, Company
Executive Director Secretary
(w.e.f. October (w.e.f. July 16,
01, 2014) 2014)
Remuneration in FY 2015
(in lakhs) 0.6 4.13
Revenue 49.85 49.85
Remuneration as % of revenue 1.20 8.29
Profit before Tax (PBT) (in lakhs) 5.09 5.09
Remuneration (as % of PBT) 11.79 81.18
k) The key parameters for any variable component of remuneration
availed by the directors -
None
l) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year -
5.89 times
m) Affirmation that the remuneration is as per the remuneration policy
of the company-
The Company affirms that remuneration is as per the remuneration policy
of the Company. The statement containing particulars of employees as
required under Section 197(12) of the Act is provided in this report.
Further, the report and the accounts are being sent to the members
excluding the aforesaid annexure. In terms of Section 136 of the Act,
the said annexure is open for inspection at the Registered Office of
the Company. Any shareholder interested in obtaining a copy of the same
may write to the Company Secretary.
29. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) 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 judgements 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 31,2015 and of the profit 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.
30. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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.
31. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy work towards
identifying internal and external risks and implementing risk
mitigation steps.
32. DISCLOSURES OF RATIO OF REMUNERATION TO EACH DIRECTOR
The disclosure on remuneration and other matters provided in Section
178(3) of the Act has been disclosed in this report.
33. LISTING WITH STOCK EXCHANGES
The Company's shares are listed on Bombay Stock Exchange (BSE) Ltd.
with effect from July 05, 2013. The annual listing fee for the
financial year 2015-16 to BSE has been paid and requisite taxes in
respect of listing fees has been deposited to the statutory authority.
34. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the financial position of
the Company which have occurred between the end of the financial year
of the Company and the date of the Report.
35. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude and wishes to place on record
its appreciation for the dedication and commitment of your Company's
employees at all levels which has continued to be our major strength.
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, integrity and continuous
improvement in all functions and areas as well as the efficient
utilization of the Company's resources for sustainable and profitable
growth.
Your 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
Sd/- Sd/-
Dhiren Kothary Suresh Vishwasrao
Executive Director Non-Executive Director
(DIN-00009972) (DIN-00837235)
Date : August 14, 2015
Place : Mumbai
Registered Office:
27, Maker Bhavan II
2nd Floor, 18, New Marine Lines
Mumbai - 400 020.
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