Your Board of Directors (‘Board’) have pleasure in presenting their Twenty Sixth (26th) Annual Report on thebusiness and operations of the Company and the Audited Financial Statements and developments for the financialyear ended on 31st March, 2024.
During the year under review, financial performance of your company is as under:
(Amount In Lakhs)
Particulars
Year endedon 31.03.2024
Year endedon 31.03.2023
Revenue from operations
-
Other Income
0.05
Total Income
_
Less: Total Expenses
29.97
39.41
Profit / (Loss) before Taxation / Exeptional Item
(29.92)
(39.41)
Less: Exeptional Item
Profit / (Loss) after tax / after Exeptional Item
Profit / (Loss) C/F to the Next Year
The Company has not undertaken any construction activity during the Financial Year under review and has incurredloss of Rs.(29.92) Lakhs as against loss of Rs. (39.41) Lakhs in previous financial year 2022-23.
The real estate sector has played an essential role in the country’s economic growth. It is one of the globally recognizedsectors for showcasing the economic growth of the country as the same uses heavy quantity of materials therebyprompting increased manufacturing activity. It comprises of four sub-sectors- housing, retail, hospitality, andcommercial.
With the increasing real estate demands, the sector holds the potential as the primary economic pillar of India’sgrowth story.
During the year under review your Company is not having any revenue hence having loss of Rs. (29.92) Lakhs.However, the Company and the Board feel extremely optimistic that the performance of the Company will improvein future as the Company is looking forward to invest in land parcel and other infrastructure projects. The Board isalso considering to enter into strategic business tie up with other corporates for projects execution and growth.
During the year under review, there was no change in the nature of the business of the Company.
Due to losses, the Directors of the Company have not recommended any dividend for the current financial year.
The provisions of Section 125(2) of the Companies Act, 2013 are not applicable as the Company has not declared andpaid any dividend in previous years.
For the FY 2023-24, the Company has transferred Rs. (29.92)Lakhs as loss, therefore as at 31st March 2024, theaccumulated loss stands at Rs. (2,208.60)Lakhs.
The Share capital of your Company is Rs. 25,06,56,300/- divided into 2,50,65,630 Equity Shares of Rs. 10/- each withVoting Rights as at 31.03.2024.
The Company has not made any provision of money for purchase of its own shares by employees or bytrustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules,2014.
The Company has not is sued any sweat equity share during the financial year in accordance with the provisionsof Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures)Rules, 2014.
The Company has not issued any equity shares with differential voting rights during the financial year as perRule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.
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.
There were no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read withCompanies (Acceptance of Deposits) Rules, 2014 at the end of the financial year. Your Company has not accepted anysuch deposits during the financial year 2023-24.
Your Board consists of Five Directors including Three Independent (Non-Executive Directors). The declarationfrom all the Independent Directors are being obtained both at the time of appointment and at the First Boardmeeting of each Financial Year.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles ofAssociation of the Company, Mrs. K. Vijaya Rani liable to retire by rotation at the 26thAnnual General Meeting andbeing eligible has offered herself for re-appointment. Her re-appointment is being placed for your approval at theAnnual General Meeting. Your Directors recommend her re-appointment as the Non-Executive Director of yourCompany.
Shri Kyatham Prabhakar Reddy and Shri Sripathi Ram Reddy have resigned from their directorship of the Companyvide their resignation letter dated 5thAugust, 2024. Your Board has accepted the resignation w.e.f 12thAugust, 2024.
The Board of your Company has appointed Shri Snehith Muppuri and Shri Nalluri Venkata Chalapathi Rao as theAdditional and Independent Directors of the Company w.e.f. 12.08.2024, subject to approval of shareholders of theCompany. Their appointment as Independent Director will be placed in the 26th Annual General Meeting, before themembers for their approval.
Board Meetings:
During the year under review, the Board of Directors met Five (5) times and the dates of the Board Meetings are:
Sr. No.
Date of Board Meeting
1.
30-05-2023
2.
10-08-2023
3.
25-08-2023
4.
10-11-2023
5.
12-02-2024
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 ManagerialPersonnel 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
4. CS. Deshna Jain** - Company Secretary and Compliance Officer
* CS Mrs. Vinda M has resignedfrom the post w.e.f. 29.02.2024.
**CS Mrs. Deshna Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 27.06.2024
B. Declaration by Independent Directors:
In accordance with Sub-section (7) of Section 149 of the Companies Act, 2013 (hereinafter called as “The Act”), theIndependent Directors on your Board have given a Declaration that they meet the criteria of Independence asprovided in sub section (6) of Section 149 of the Act. There has been no change in terms and conditions ofappointment of Independent Directors, the Policy relating to their appointment is available on the website of theCompany www.quantumbuild.com.
During the year under review, a separate meeting of Independent Directors of the Company without the presence ofnon-independent directors and members of the management and all the independent directors were present in themeeting held on 12th February, 2024 in Compliance with the Regulation 25 of SEBI (LODR) Regulations 2015 inwhich 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 Directorsand Non-Executive Directors; and
iii. Assessment of quality, quantity, and timeliness of flow of information among the Company, management, and theBoard, which is necessary for the Board to perform their duties effectively and reasonably.
The Board of Directors has carried out an Annual Evaluation of its own performance and has devised a Policy onEvaluation of performance of Board of Directors, Committees and Individual Directors, pursuant to the provisionsof the Act, the Corporate Governance requirements and as prescribed by Regulation 25 of Securities and ExchangeBoard 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, isavailable on the website of the Company www.quantumbuild.com.
Your Company has always considered sound advice from the Board and Senior Management as invaluable assets ofthe Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons forappointment as Director, and other Senior Management and to attract, motivate, improve productivity and retainmanpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense ofbelonging and involvement, besides offering appropriate remuneration packages.
The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of aDirector is to determine the qualifications, positive attributes, and independence of a director.
The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes andIndependence of a Director are placed on the Company’s website www.quantumbuild.com.
The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read withRule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual ReturnForm No.MGT-7 will be available on the website of the Company www.quantumbuild.com. and the web link for the same iswww.quantumbuild.com/investors.php
In accordance with the provisions of Section 134(5) of the Act, your directors, to the best of their knowledge andability, confirm that:
a) In the preparation of the annual accounts for the Financial Year ended 31st March 2024, the applicable accountingstandards 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 estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March2024 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 accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 thatsuch 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 financialcontrols are adequate and were operating effectively.
The Company has Internal Financial Controls which are adequate and were operating effectively. The controls areadequate for ensuring the orderly and efficient conduct of the business, including adherence to the Company’spolicies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completenessof accounting records and timely preparation of reliable financial information. The details in respect of InternalFinancial Controls are included in the Management Discussion and Analysis Report, which forms part of the AnnualReport.
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 5 consecutive years, for issuing theAudit report on the Financial position of the Company.The Board has recommended at the ensuing Annual GeneralMeeting.
M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No 006631S),Statutory Auditors of theCompany issued Auditors Report for the financial year ended 31st March, 2024 which is with unmodified opinion(unqualified). The observations made by the Statutory Auditors in their report for the financial year ended 31stMarch, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any furtherexplanation 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.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration 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 2023-24.The Report contains details of delays in compliance of SEBI (LODR) 2015, and penalties imposed by BSE Ltdduring 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 2023-24 in Form MR-3 asAnnexure-I forms a part of this Report.
16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern statusand the Company’s operations in future.
17. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and BankruptcyCode, 2016, during the year under review.
18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IFANY:
During the year under review, there has been no one-time settlement of loans taken from banks and financialInstitutions.
19. CREDIT RATING OF BORROWING:
Your Company is not required to obtain nor it has obtained any Credit Rating from ICRA or CRISIL- Credit RatingAgency .
20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OFREMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OFTHE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
During the year, N ONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum orRs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the CompaniesAct,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.
21. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of ManagingDirector (Mr. G. Satyanarayana), Managing Director of the Company to the median remuneration of the employeesis Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2023-24.
22. STATUS OF LITIGATIONS :
Mrs. Kodali Vijaya Rani, Promoter Director of the Company has filed a petition under Section 421 of Companies Act,2013 with National Company Law Appellate Tribunal (NCLAT) at Chennai against 7 shareholders vide Petition No.59 of 2022 arising out of the NCLT Order dt 15.06.2022 in CP No.240/241/HDB/2020. Matter was listed on22.07.2024 and further adjourned for hearing on 04.10.2024.
An FIR has been registered by Mr. G.Satyanarayana in the capacity of Managing Director of Quantum Build-Tech Ltdvide FIR No.182 of 2020 U/s 420 IPC of CCS at Hyderabad against Accused Mr. Aveena Gudapati & other 7Shareholders of Necx Pvt Ltd.During the course of Investigation the case is finally referred as “Lack of Evidence” andfiled final report vide SR No.3221 of 2021 dt 31.05.2021.
Further the complainant filed a Protest Petition vide Crl M.P No.2307 of 2022, on the above Protest Petition theHon’ble XII Addl Chief Metropolitan Magistrate Court, at Nampally made an Order on 21.10.2023 and issued amemo vide Dis No.2026/XII ACMM/HYD/2023 dt 17.11.2023 and directed the Investigating Agency to proceedfurther investigation in this case on proper lines and submit the report.In pursuance to the above orders, theDy. Commissioner of Police, CCS, DD, Hyderabad entrusted the case for further investigation. As per the Investigationconducted sofar the offence established against the accused Mr. Aveena Gudapati & other 7 Shareholders ofM/s. Necx Pvt Ltd and as such a Charge Sheet is being filed on 27.07.2024 against the accused A1-A7.
Company has filed a case under Negotiable Instruments Act vide Case No. 1290 of 2021 in the Court of VIIIMetropolitan Magistrate for Cheque Bounce on Mr K. Phaneendra Kumar Proprietor ofM/s. Sri Sai Techno Fab for Rs 2,00,00,000/- with interest and the case is posted to 30.08.2024 for the purpose ofDefense Evidence.
Company has filed a case under Negotiable Instruments Act vide Case No. 1283 of 2021 in the Court of VIIIMetropolitan Magistrate for Cheque Bounce on P.Krishna Prasad Proprietor of M/s. P R Consultancy for Rs.1,00,00,000/- with interest and the case is posted to 30.08.2024 for the purpose of Defense Evidence.
Your company has received a GST Order for Financial year 2018-19, for payment of Tax. The Company has filed anappeal before the “Appellate Joint Commissioner (ST)”, Secunderabad Division on 15.07.2024.
The Company has placed an Anti-Sexual Harassment policy in line with the requirement of the Sexual harassment ofWoman at Workplace (Prevention, prohibition and redressal) Act, 2013. There have been NIL complaints of suchnature during the period under review.
Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itselfagainst unforeseen risks. The Company’s stocks and insurable assets like furniture & fixtures, vehicles etc have beenadequately insured against major risks.
The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with theAct. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity.Thepolicy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in theopinion of the Board may threaten the existence of the Company.
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.
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through theCompany’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to reportgenuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism andmake 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
The Company in its ordinary course of business has entered Contract/Arrangement and paid / provisioned rent ofpremises amounting to Rs. 1,14,000/- (Rupees One Lakh Fourteen Thousand only) to the Director during thefinancial year 2023-24. 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.
The Company has not given any loan to any person or other body corporate or given any guarantee or providedsecurity in connection with a loan to any other body corporate or person or acquired by way of subscription, purchaseor otherwise, the securities of any other body corporate during the financial year under review.
During the financial year under review, the Company’s performance does not attract the provisions set out underSection 135 of the Companies Act, 2013 read with rules made thereunder. Hence, the compliances to the provisionsof Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014,are not applicable.
Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are beingmanaged 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 thedynamic culture and positive mindset of the Company.
The Company has adopted a Code of Conduct for its employees including the Managing Director and the ExecutiveDirectors. The said Code of Conduct is available on Company’s Website, www.quantumbuild.com
A report on Corporate Governance pursuant to Regulation 34 (3) of the SEBI Listing regulations, covering amongstother details of Meetings of the Board and Committees along with a Certificate for compliance with the CorporateGovernance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) ofSEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, issued by CS. Ajay SumanShrivastava, a Practicing Company Secretary, forms part of the Annual Report.
The Company has constituted Nomination and Remuneration Committee of Directors in accordance with therequirements 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.
The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company as on date.
No material changes and commitments affecting the financial position of the Company occurred between the end ofthe financial year to which these financial statements relate, till the date of this report.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoas 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:
The steps taken or impact onconservation of energy.
Your Company requires minimal energy consumptionand every endeavor is made to ensure optimal use ofenergy, avoid wastages and conserve energy as far aspossible.
The steps taken by the company forutilizing alternate sources of energy.
The capital investment on energyconservation equipments.
The effors made towards technology absorption.
Since the Company is not engaged in anymanufacturing, the information in connectionwith technology absorption is NIL.
The benefits derived like product improvement, costreduction, product development or importsubstitution.
In case of imported technology (imported during thelast three years reckoned from the beginning of thefinancial year) the details of technology imported theyear of import;- whether the technology been fullyabsorbed:- if not fully absorbed, areas where absorptionhas not taken place, and the reasons thereof.
The expenditure incurred on Research andDevelopment.
NIL
Particulars of foreign currency earnings and outgo during the financial year are NIL.
The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares byInsiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders whiledealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of thesame is available on the website of the Company at www.quantumbuild.com.
The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd). The Company has dulycomplied with all the requirements of concerned Stock Exchange in accordance with applicableprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amendedfrom time to time. There have been some instances of delay in compliance as reported elsewhere in theAnnual Report.
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 supportand co-operation, have helped, as partners, in your Company’s progress. Your Directors also acknowledgethe hard work, dedication and commitment of the employees.
For and on behalf of the Board
Guduru Satyanarayana Kodali Vijaya Rani
Date: 28.08.2024 Managing Director Director
Place: Hyderabad DIN: 02051710 DIN: 00102286