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क्विंटिगरा सॉल्युशंस निदेशकों की रिपोर्ट, क्विंटिगरा सॉल्युशंस निर्देशकों द्वारा रिपोर्ट

क्विंटिगरा सॉल्युशंस

बीएसई: 532866  |  NSE: QUINTEGRA  |  ISIN: INE033B01011  |  Computers - Software Medium & Small

खोजें क्विंटिगरा सॉल्युशंस कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
The Directors have pleasure in presenting the Twenty-first Annual
 Report together with the Audited Financial Statements for the year
 ended 31st March 2015.
 
 FINANCIAL HIGHLIGHTS
 
                                                        (Rs. In lakhs)
 
                                                For the      For the
 Particulars                                    year ended   year ended
                                                31.03.2015   31.03.2014
 
 Total Income                                      131.20      1034.96
 
 Expenditure                                       170.69       806.92
 
 Interest                                            0.08      1628.70
 
 Depreciation & Exceptional Items                   86.78      (679.75)
 
 Profit / (Loss) before Tax                       (126.35)     (720.91)
 
 Tax Expenses (for earlier years)                   36.33      (396.32)
 
 Profit / (Loss) after Tax                        (162.68)     (324.59)
 
 Balance brought forward from previous year     (18097.24)   (17772.65)
 
 Balance carried over                           (18259.92)   (18097.24)
 
 REVIEW OF OPERATIONS AND OUTLOOK
 
 The only business the Company had from Department of Income Tax had
 been withdrawn with effect from June 2014. The company does not have
 any business at present. All cost cutting methods, including reduction
 of staff are implemented and the same will continue till revival. As a
 first step towards revival, the Company had since cleared the loan
 through One-time Settlement as approved by State Bank of India. Further
 efforts to stabilise the company through various possible means are
 being explored.
 
 FIXED DEPOSITS
 
 The Company had not accepted any fixed deposits from public during the
 year.
 
 TRANSFER TO RESERVES
 
 During the year the Company had accepted the One-time Settlement (OTS)
 proposal offered by SBI. The waiver of the principal portion of the
 term loan was treated as realised gains resulting from the discharge of
 an obligation at less than its carrying amount and the same was
 adjusted in capital reserve.
 
 In view of the losses, transfer to General Reserve is not applicable.
 
 DIVIDEND
 
 In view of the loss incurred the Board does not recommend any dividend
 for the financial year ended 31st March 2015.
 
 DIRECTORS
 
 Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the
 ensuing Annual General Meeting and being eligible, he offers himself
 for re-election.
 
 During the year, Mrs Kamakshi Shankararaman (DIN: 00215869) was
 appointed as an Additional Director pursuant to the provisions of
 Section 161 read with Section 149 of the Companies Act, 2013 and she
 holds office upto the date of the ensuing Annual General Meeting. The
 Board recommends the appointment of Mrs Kamakshi Shankararaman as an
 Independent Director not liable to retire by rotation for a period of
 five (5) consecutive years from the date of the ensuing AGM. The said
 Independent Director fulfills the conditions specified in the Companies
 Act, 2013 and the Rules made thereunder.
 
 The Company has received the requisite consent and declarations from
 the above director. The Company has also received a notice in writing
 from a member along with requisite deposit as required under Section
 160 of the Companies Act, 2013 proposing the candidature of Mrs
 Kamakshi Shankararaman for the office of Director of the Company.
 
 Brief resume of the Director, nature of expertise and names of
 Companies in which she holds directorship and membership / chairmanship
 in Board / Committees as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchanges are provided in the Annexure to the
 Notice convening the Annual General Meeting.
 
 BOARD MEETINGS
 
 The Board met 5 times during the financial year, the details of which
 are given in the Corporate Governance Report.
 
 STATUTORY AUDITORS
 
 Messrs. Gopikumar Associates (Firm Registration No.000981S), Chartered
 Accountants, Chennai were appointed as the statutory auditors of the
 company at the AGM held on 30.9.2014 for a period of 3 years till the
 conclusion of 23rd Annual General Meeting subject to ratification by
 the members every year. The Auditors have confirmed their eligibility
 under Section 141 of the Companies Act, 2013 and the Rules framed
 thereunder for the continuation of their term.
 
 The Notes on Financial Statements referred to in the Auditors'' Report
 are self explanatory and do not call for any further comments. The
 Auditors'' Report on the financial statements of the company for the
 year under review does not contain any qualification, reservation or
 adverse remark.
 
 SUSIDIARIES
 
 The erstwhile wholly owned overseas subsidiaries of the Company were
 either liquidated or under liquidation with appropriate statutory
 authorities in respective countries.
 
 HUMAN RESOURCES
 
 In the current scenario of the company human resources have been kept
 at minimum which does not warrant an elaborate policy on HR.  However,
 HR issues are carefully addressed on need basis from time to time. The
 total number of employees on roll as on 31st March 2015 was six.
 
 AUDIT COMMITTEE
 
 Audit Committee was reconstituted and its roles and powers were
 redefined as required under Section 177 of the Companies Act, 2013 and
 Clause 49 of the Listing Agreement. The Committee consists of majority
 of Independent Directors as its members. During the year, Audit
 Committee met five times, the details of which are given in the
 Corporate Governance Report.
 
 OTHER COMMITTEES
 
 The details of Nomination and Remuneration Committee, Shareholders /
 Investors Grievance Committee (Stakeholders Relationship Committee) and
 Risk Management 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 and Clause 49 of the Listing Agreement.
 
 REMUNERATION POLICY
 
 The Company follows the policy on remuneration of Directors and Senior
 Management Personnel as approved by the Nomination and Remuneration
 Committee and the Board taking into account various parameters viz.
 company''s performance, professional skill and expertise of the
 Directors, performance as individual and also as a member of the group
 like board and / or Committees.
 
 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 is aware that risks are part and parcel of any business and
 need to be carefully and effectively addressed to achieve business
 objectives and growth. For this purpose, the Company has constituted a
 Risk Management Committee and framed a Risk Management policy. The
 details of the Committee are set out in the Corporate Governance Report
 forming part of this Report. All the risks associated have been
 reviewed by the Audit Committee and the Board in their meetings. The
 policy was framed to identify risks, encourage appropriate level of
 risk tolerance, analyse risks on agreed parameters, assign
 responsibility at various levels and devise methods to mitigate risks.
 The frame work will be suitably amended from time to time considering
 the pros and cons.
 
 RELATED PARTY TRANSACTIONS
 
 As per the requirements of the Companies Act, 2013 and Clause 49 of the
 Listing Agreement with Stock Exchanges, the Company has formulated a
 Policy for dealing with Related Parties. Related Party transactions
 during the year have been disclosed in the accounts.  None of the
 transactions with related parties were in conflict with the interest of
 the Company (Refer Annexure 1).
 
 FORMAL ANNUAL EVALUATION
 
 In terms of Section 134(3)(p) of the Companies Act, 2013 and Clause 49
 of the Listing Agreement, the Board reviewed and evaluated its own
 performance and of various Committees taking into account various
 parameters viz. Company''s performance, professional skill and expertise
 of the Directors, performance as individual and also as a member of the
 group like Board and / or 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 established a Whistle Blower Policy for Directors /
 Employees to report concerns about unethical behaviour, actual or
 suspected fraud, or violation of the code of conduct. The policy
 ensures right for employees to report their concern / grievance to the
 Chairman or Audit Committee and provides adequate protection from any
 victimisation.
 
 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
 
 The Company has an effective internal financial control procedure
 commensurate with the size of the company and nature of its business.
 Internal control includes framing policies, guidelines and procedures,
 complying with various applicable laws, preparing and monitoring
 budgets, following applicable accounting standards and maintaining
 proper accounting records. Further, the internal financial controls are
 verified and certified by an independent Internal Audit Firm. The Audit
 Committee and the Board directly oversee the functions.
 
 CORPORATE SOCIAL RESPONSIBILTY (CSR)
 
 CSR Policy is not applicable to the Company.
 
 INTERNAL AUDITORS
 
 M/s Srikaanth and Co., Chartered Accountants, Chennai were appointed as
 the Internal Auditors of the Company to undertake the Internal Audit of
 the Company for the financial year 2014-15.
 
 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 2014-15. The Secretarial Audit Report is
 annexed to and forms part of this report (Refer Annexure 2).
 
 COST AUDIT
 
 Cost Audit is not applicable to the Company.
 
 PREVENTION OF SEXUAL HARASSMENT
 
 The Company follows the requirements of Anti-Sexual Harassment Policy
 at work place as required under Sexual Harassment of Women at Workplace
 [Prevention, Prohibition and Redressal Act, 2013 and Rules made
 thereunder].
 
 MATERIAL CHANGES
 
 There are no material changes and commitments, affecting the financial
 position of the Company which have occurred between the end of the
 financial year as on 31st March 2015 and the date of this report.
 
 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
 
 During the year, there were no significant and material orders passed
 by the regulators or Courts or Tribunals.
 
 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 2015, 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; and
 
 (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
 
 A Management Discussion and Analysis Report as required under Clause 49
 of the Listing Agreement is annexed to and forms part of the Annual
 Report.
 
 CORPORATE GOVERNANCE REPORTS
 
 The report on Corporate Governance as required under Clause 49 of the
 Listing Agreement 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.
 
 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 2014-15 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 3).
 
 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 4).
 
 ACKNOWLEDGEMENT
 
 The Board records its appreciation for the continued support and co-
 operation received from all its associates - the shareholders,
 customers, suppliers, banks and Government Departments and the
 employees.
 
                                               By order of the Board
 
 Place : Chennai                           Shankarraman Vaidyanathan
 
 Date :12.08.2015                                           Chairman
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `637 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `468 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `2005 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `494 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `2119 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `596 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `12 Cr की बिकवाली
  • CITI ON DLF : Sell रेटिंग, लक्ष्य `144/Sh
  • MS ON DLF : Overweight रेटिंग, लक्ष्य `211/Sh
  • CLSA ON DLF : Buy रेटिंग बरकरार, लक्ष्य `190/Sh

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