Quantum Build-Tech Ltd
Directors Reports
(For the Financial Year Ended 31-03-2023)
To,
The Members
Quantum Build-Tech Limited,
Hyderabad.
1. INTRODUCTION :
Your Board of Directors (‘Board') have pleasure in presenting
their Twenty Fifth (25th) Annual Report on the business and operations of the Company and
the Audited Financial Statements and developments for the financial year ended on 31st
March, 2023.
2. FINANCIAL SUMMARY :
During the year under review, financial performance of your company is
as under:
(Amount In Lakhs)
| Particulars |
Year ended on 31.03.2023 |
Year ended on 31.03.2022 |
| Revenue from operations |
- |
- |
| Other Income |
- |
0.04 |
| Total Income |
- |
0.04 |
| Less: Total Expenses |
39.41 |
50.98 |
| Profit / (Loss) before Taxation / Exeptional Item |
(39.41) |
(50.94) |
| Less: Exeptional Item |
- |
_ |
| Profit / (Loss) after tax / after Exeptional Item |
(39.41) |
(50.94) |
| Profit / (Loss) C/F to the Next Year |
(39.41) |
(50.94) |
3. BRIEF DESCRIPTION THE STATE OF COMPANYS AFFAIRS / PERFORMANCE:
The Company has not undertaken any construction activity during the
Financial Year under review and has incurred loss of Rs.(39.41) Lakhs as against loss of
Rs. (50.94) Lakhs in previous financial year 2021-22.
The real estate sector has become more efficient to operate in India
due to implementation of Real Estate (Regulation and Development) Act, 2016, hence more
opportunities in Real Estate Business for orderly growth are slated to arise in future.
The Company is currently under negotiations for a land parcel for future project if the
same can be undertaken and the same will be informed to the Members in due course. Your
Directors are optimistic about Company's better performance with increased revenue in
next year.
4. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the
business of the Company.
5. DIVIDEND:
Due to losses, the Directors of the Company have not recommended any
dividend for the current financial year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The provisions of Section 125(2) of the Companies Act, 2013 are not
applicable as the Company has not declared and paid any dividend in previous years.
7. TRANSFER TO RESERVES:
For the FY 2022-23, the Company has transferred Rs. (39.41) Lakhs as
loss, therefore as at 31st March 2023, the accumulated loss stands at Rs. (2,178.68)
Lakhs.
8. SHARE CAPITAL:
The Share capital of your Company is Rs. 25,06,56,300/- divided into
2,50,65,630 Equity Shares of Rs. 10/- each with Voting Rights as at 31.03.2023.
a. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees:
The Company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity shares during the financial
year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule
8 of the Companies (Share Capital and Debentures) Rules, 2014.
c. Issue of Equity Shares with Differential Voting Rights:
The Company has not issued any equity shares with differential voting
rights during the financial year as per Rule 4(4) of Companies (Share Capital and
Debentures) Rules, 2014.
d. Issue of Employee Stock Option:
The Company has not issued any employee stock option during the
financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.
I I
9. PUBLIC DEPOSITS:
There were no outstanding deposits within the meaning of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 at the
end of the financial year. Your Company has not accepted any such deposits during the
financial year 2022-23.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Board consists of Five Directors including Three Independent (Non-
Executive Directors). The declaration from all the Independent Directors are being
obtained both at the time of appointment and at the First Board meeting of each Financial
Year.
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mrs. K. Vijaya Rani is
liable to retire by rotation at the 25thAnnual General Meeting and being eligible has
offered herself for re-appointment. Her re-appointment is being placed for your approval
at the Annual General Meeting. Your Directors recommend her re-appointment as the
Non-Executive Director of your Company.
Board Meetings:
During the year under review, the Board of Directors met Six (6) times
and the dates of the Board Meetings are:
| Date of Board Meeting |
| 30-05-2022 |
| 01-07-2022 |
| 10-08-2022 |
| 16-09-2022 |
| 11-11-2022 |
| 14-02-2023 |
The details of the Meetings of Board are covered in the Corporate
Governance Report.
A. Key Managerial Personnel (KMP's):
In compliance with the requirements of Section 203 of the Companies
Act, 2013, following are the Key Managerial Personnel of the Company:
1. Mr.
Guduru Satyanarayana |
- Managing
Director |
2. Mr. Manne
Rama Koteswara Rao |
- Chief
Financial Officer |
3. CS. Vinda
M |
- Company
Secretary and Compliance Officer |
B. Declaration by Independent Directors:
In accordance with Sub-section (7) of Section 149 of the Companies Act,
2013 (hereinafter called as "The Act"), the Independent Directors on your Board
have given a Declaration that they meet the criteria of Independence as provided in sub
section (6) of Section 149 of the Act. There has been no change in terms and conditions of
appointment of Independent Directors, the Policy relating to their appointment is
available on the website of the Company www.quantumbuild.com.
During the year under review, a separate meeting of Independent
Directors of the Company without the presence of non-independent directors and members of
the management and all the independent directors were present in the meeting held on 14th
February, 2023 in Compliance with the Regulation 25 of SEBI (LODR) Regulations 2015 in
which the following matters were considered:
i. Review of the performance of all the non-independent directors and
the Board as a whole.
ii. Review of the performance of the Chairman of the Company, taking
into accounts the views of Executive Directors and Non-Executive Directors; and
iii. Assessment of quality, quantity, and timeliness of flow of
information among the Company, management, and the Board, which is necessary for the Board
to perform their duties effectively and reasonably.
C. Board Evaluation:
The Board of Directors has carried out an Annual Evaluation of its own
performance and has devised a Policy on Evaluation of performance of Board of Directors,
Committees and Individual Directors, pursuant to the provisions of the Act, the Corporate
Governance requirements and as prescribed by Regulation 25 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Extract of the Policy on Evaluation of Performance of the Board,
its Committees and individual Directors, is available on the website of the Company
www.quantumbuild.com.
11. ANNUAL RETURN:
The extracts of the Draft Annual Return pursuant to the provisions of
Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 in Draft of Annual Return will be available on the website
of the Company www.quantumbuild.com. and the web link for the same is www.quantumbuild.com
/ investors.php
12. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Act, your
directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the Financial Year
ended 31stMarch, 2023, 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 as at 31st March, 2023
and of the 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 the 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 devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively;
f) 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.
13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has Internal Financial Controls which are adequate and were
operating effectively. The controls are adequate for ensuring the orderly and efficient
conduct of the business, including adherence to the Company's policies, the
safeguarding of assets, the prevention and detection of frauds and errors, the accuracy
and completeness of accounting records and timely preparation of reliable financial
information. The details in respect of Internal Financial Controls are included in the
Management Discussion and Analysis Report, which forms part of the Annual Report.
14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:
As per the provisions of Section 139 of the Companies Act, 2013 M/s.
Suryanarayana & Suresh, Chartered Accountants, (Firm Registration No. 006631S), were
re-appointed as Statutory Auditors of the Company by the members / shareholders in the
Annual General Meeting held on 28thSeptember 2022, for five consecutive years for issuing
the Audit report on the Financial position of the Company.
M/s. Suryanarayana & Suresh, Chartered Accountants (Firm
Registration No 006631S), Statutory Auditors of the Company issued Auditors Report for the
financial year ended 31st March, 2023 which is with unmodified opinion (unqualified). The
observations made by the Statutory Auditors in their report for the financial year ended
31st March, 2023 read with the explanatory notes therein are selfexplanatory and
therefore, do not call for any further explanation or comments from the Board under
Section 134(3)(f) of the Companies Act, 2013.
The auditors' report does not contain any qualifications,
reservations, or adverse remarks.
15. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed CS. Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad,
to conduct the Secretarial Audit of the Company for the financial year 2022-23.The Report
contains details of delays in compliance of SEBI (LODR) 2015, and penalties imposed by BSE
Ltd during the year. The same are factual details and do not require any comments from the
Directors.
The Secretarial Audit Report issued by the Secretarial Auditor for the
financial year 2022-23 in Form MR-3 as Annexure-I forms a part of this
Report.
16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's operations in future.
17. STATUS OF LITIGATIONS :
The Members are informed that Mrs. Kodali Vijayarani, Promoter Director
has filed a Petition under Section 241 with National Company Law Tribunal at Hyderabad (
NCLT) against 7 shareholders vide Petition No. 240/241/HDB/2020 dt 24.06.2020, matter
taken up for hearing on 07.09.2020 and after further hearings. NCLT has given an Interim
Order on the said Petition on 14.10.2020 directing restrained from sale , pledge or
mortgage of 1,24,50,000 shares held by 7 shareholders, and from then onwards matter is
being adjourned and the final hearing was held on 15.06.2022 where the Bench dismissed the
petition.
Company has filed a Petition under Section 213 vide Petition No.
354/213/2020 before the NCLT against Necx Pvt Ltd and its Shareholders and the matter
taken up for hearing on 27thOctober, 2020 and from then onwards matter is being adjourned
for and on various dates and pleadings were completed and was dismissed in the hearing
held on 15.06.2022.
Company has received a Petition notice from the advocate through mail
on 30th March, 2021 along with annexures filed by Y. Srinivasa Rao & 5 Others, against
Quantum Build Tech Ltd & 5 Directors before the NCLT under Section 241, vide Petition
No. 28/2021 . This petition was dismissed in the hearing held on 15.06.2022.
The Members are informed that Mrs.Kodali Vijaya Rani, Promoter Director
has filed a petition under Section 421 of Companies Act, 2013 with National Company Law
Appellate Tribunal at Chennai (NCLAT) against 7 Shareholders vide Petition No. 59 of 2022
arising out of the order dt 15.06.2022 in CP No. 240/241/HDB/2020. Matter listed on
16.06.2023 and directed the contesting parties (who are all on records) to file their
"Notes for Submissions" and directed the Registry to list the Matter for Hearing
on 23.08.2023. Next hearing on 20.09.2023.
18. PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as prescribed under Section
197 of the Companies Act, 2013. Hence the details are NIL.
19. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has placed an Anti-Sexual Harassment policy in line with
the requirement of the Sexual harassment of Woman at Workplace (Prevention, prohibition
and redressal) Act, 2013. There have been NIL complaints of such nature during the period
under review.
20. RISK MANAGEMENT:
The Company has well-defined risk management framework in place. The
risk management works at various levels of the Company. The Company has robust
organizational structure for managing and reporting on risks.
Your Company has developed and implemented a Risk Management Policy
which is approved by the Board. The Audit Committee has additional oversight in financial
risks and controls.
In the opinion of the Board, following are risks involved in the
industry:
a. High Interest rate.
b. Fluctuation in prices of building materials.
c. Competitive Risk due to entry of many players in local market.
d. Operational Risk of market saturation.
e. Stringent regulatory framework.
f. Slow Disbursement of approvals.
21. ESTABLISHMENT OF VIGIL MECHANISM:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules
prescribed thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower
Policy to enable the Directors, employees and all stakeholders of the Company to report
genuine concerns, to provide for adequate safeguards against victimization of persons who
use such mechanism and make provision for direct access to the Chairman of the Audit
Committee.
Whistle Blower Policy of your Company is available on the website of
the Company www.quantumbuild.com
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company in its ordinary course of business has entered Contract
/Arrangement and paid rent of premises amounting to Rs 1.14 Lakhs to the Director during
the financial year 2022-23. The transaction is on Arm's Length basis. In pursuant to
Sec. 188(1) of the Companies Act, 2013, Form AOC-2 is annexed herewith as Annexure
- III.
23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.
The Company has not given any loan to any person or other body
corporate or given any guarantee or provided security in connection with a loan to any
other body corporate or person or acquired by way of subscription, purchase or otherwise,
the securities of any other body corporate during the financial year under review.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year under review, the Company's performance
does not attract the provisions set out under Section 135 of the Companies Act, 2013 read
with rules made thereunder. Hence, the compliances to the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014, are not applicable..
25. CORPORATE GOVERNANCE:
Corporate Governance encompasses a set of systems and practices to
ensure that the Company's affairs are being managed in a manner which ensures
accountability, transparency and fairness in all transactions in the widest sense. The
objective is to meet stakeholders' aspirations and societal expectations. Good
governance practices stem from the dynamic culture and positive mindset of the Company.
The Company has adopted a Code of Conduct for its employees including
the Managing Director and the Executive Directors. The said Code of Conduct is available
on Company's Website, www.quantumbuild.com
A report on Corporate Governance covering amongst other details of
Meetings of the Board and Committees along with a Certificate for compliance with the
Corporate Governance requirements of Regulations 17 to 27 read with Schedule V and clauses
(b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015, as applicable, with
regard to Corporate Governance, issued by a Practicing Company Secretary, forms part of
the Annual Report.
26. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination and Remuneration Committee of
Directors in accordance with the requirements of Section 178 of the Companies Act, 2013
read with Regulation 19 of SEBI (LODR) Regulations, 2015. The details are given in the
Corporate Governance report attached hereto.
27. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company does not have any Subsidiary, Holding, Joint Venture or
Associate Company as on date.
28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate, till the date of this report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as
follows:
CONSERVATION OF ENERGY :
| 1. The steps taken or impact on conservation of energy. |
Your Company requires minimal energy consumption and every
endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as
far as possible. |
| 2. The steps taken by the company for utilizing alternate
sources of energy. |
|
| 3. The capital investment on energy conservation equipments. |
|
TECHNOLOGY ABSORPTION:
| 1. The effors made towards technology absorption. |
Since the Company is not engaged in any manufacturing, the
information in connection with technology absorption is NIL. |
| 2. The benefits derived like product improvement, cost
reduction, product development or import substitution. |
|
| 3. In case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) the details of technology
imported the year of import;- whether the technology been fully absorbed:- if not fully
absorbed, areas where absorption has not taken place, and the reasons thereof. |
|
| 4. The expenditure incurred on Research and Development. |
NIL |
FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars of foreign currency earnings and outgo during the financial
year are NIL.
30. LISTING:
The shares of your Company are listed at Bombay Stock Exchange (BSE
Ltd). The Company has duly complied with all the requirements of concerned Stock Exchange
in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time. There have been some
instances of delay in compliance as reported elsewhere in the Annual Report.
31. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation and sincere
thanks to all government agencies, banks, shareholders, vendors and other related
organizations, who through their continued support and co-operation, have helped, as
partners, in your Company's progress. Your Directors also acknowledge the hard work,
dedication and commitment of the employees.
|
For and on behalf of the Board |
|
|
Guduru Satyanarayana |
Kodali Vijaya Rani |
| Date: 10.08.2023 |
Managing Director |
Director |
| Place: Hyderabad |
DIN: 02051710 |
DIN: 00102286 |
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