To,
The Members
Quantum Build-Tech Limited,
Hyderabad.
1. INTRODUCTION :
Your Board of Directors (‘Board') have pleasure in presenting
their Twenty Sixth (26th) 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, 2024.
2. FINANCIAL SUMMARY :
During the year under review, financial performance of your company is
as under:
(Amount In Lakhs)
Particulars |
Year
ended on 31.03.2024 |
Year
ended on 31.03.2023 |
Revenue
from operations |
- |
- |
Other
Income |
0.05 |
- |
Total
Income |
_ |
- |
Less:
Total Expenses |
29.97 |
39.41 |
Profit /
(Loss) before Taxation / Exceptional Item |
(29.92) |
(39.41) |
Less:
Exceptional Item |
- |
_ |
Profit /
(Loss) after tax / after Exceptional Item |
(29.92) |
(39.41) |
Profit
/ (Loss) C/F to the Next Year |
(29.92) |
(39.41) |
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.(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 recognized sectors for
showcasing the economic growth of the country as the same uses heavy quantity of materials
thereby prompting increased manufacturing activity. It comprises of four sub-sectors-
housing, retail, hospitality, and commercial.
With the increasing real estate demands, the sector holds the potential
as the primary economic pillar of India's growth 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 improve in future as the Company is
looking forward to invest in land parcel and other infrastructure projects. The Board is
also considering to enter into strategic business tie up with other corporates for
projects execution and growth.
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 2023-24, the Company has transferred Rs. (29.92)Lakhs as
loss, therefore as at 31st March 2024, the accumulated loss stands at Rs.
(2,208.60)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 31.03.2024.
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 is sued any sweat equity share 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.
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 2023-24.
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
liable to retire by rotation at the 26thAnnual 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.
Shri Kyatham Prabhakar Reddy and Shri Sripathi Ram Reddy have resigned
from their directorship of the Company vide 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 the Additional and Independent Directors of the Company
w.e.f. 12.08.2024, subject to approval of shareholders of the Company. Their appointment
as Independent Director will be placed in the 26th Annual General Meeting,
before the members 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 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 |
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"), 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 12th
February, 2024 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.
D. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION AND
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A
DIRECTOR:
Your Company has always considered sound advice from the Board and
Senior Management as invaluable assets of the Company. The Nomination & Remuneration
Policy of the Company is designed to identify the persons for appointment as Director, and
other Senior Management and to attract, motivate, improve productivity and retain manpower
by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating
a sense of belonging and involvement, besides offering appropriate remuneration packages.
The objective of the Policy on Criteria for Determining Qualifications,
Positive Attributes, and Independence of a Director 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 and Independence of a Director are placed
on the Company's website www.quantumbuild.com.
11. ANNUAL RETURN:
The extracts of the 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 ReturnForm No. MGT-7 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 31st March 2024, 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 2024 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 5 consecutive years, for
issuing the Audit report on the Financial position of the Company.The Board has
recommended at the ensuing Annual General Meeting.
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, 2024 which is with unmodified opinion
(unqualified). The observations made by the Statutory Auditors in their report for the
financial year ended 31st March, 2024 read with the explanatory notes therein are
self-explanatory 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 2023- 24.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 2023-24 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. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the
Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION 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 financial Institutions.
19. CREDIT RATING OF BORROWING:
Your Company is not required to obtain nor it has obtained any Credit
Rating from ICRA or CRISIL- Credit Rating Agency .
20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
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 or Rs.8,50,000/- and above in aggregate per month,
the limits specified under the Section 197(12) of the Companies Act,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 Managing Director (Mr. G.
Satyanarayana), Managing Director of the Company to the median remuneration of the
employees is 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 on
22.07.2024 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 Ltd vide FIR No.182 of 2020 U/s 420 IPC of CCS at
Hyderabad against Accused Mr. Aveena Gudapati & other 7 Shareholders of Necx Pvt
Ltd.During the course of Investigation the case is finally referred as "Lack of
Evidence" and filed 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 the Hon'ble XII Addl Chief Metropolitan
Magistrate Court, at Nampally made an Order on 21.10.2023 and issued a memo vide Dis
No.2026/XII ACMM/HYD/2023 dt 17.11.2023 and directed the Investigating Agency to proceed
further investigation in this case on proper lines and submit the
report.In pursuance to the above orders, the Dy. Commissioner of Police, CCS, DD,
Hyderabad entrusted the case for further investigation. As per the Investigation conducted
sofar the offence established against the accused Mr. Aveena Gudapati & other 7
Shareholders of M/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 VIII Metropolitan Magistrate for Cheque Bounce on Mr K.
Phaneendra Kumar Proprietor of M/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 of Defense Evidence.
Company has filed a case under Negotiable Instruments Act vide Case No.
1283 of 2021 in the Court of VIII Metropolitan 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 an appeal before the "Appellate Joint
Commissioner (ST)", Secunderabad Division on 15.07.2024.
23. 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.
24. RISK MANAGEMENT:
Risk mitigation continues to be a key area of concern for the Company,
which has regularly invested in insuring itself against unforeseen risks. The
Company's stocks and insurable assets like furniture & fixtures, vehicles etc
have been adequately insured against major risks.
The Board of directors of the Company has also formulated Risk
Management Policy in place in accordance with the Act. The aim of risk management policy
is to maximize opportunities in all activities and to minimize adversity.The policy
includes identifying types of risks and its assessment, risk handling, monitoring and
reporting, which in the opinion 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.
25. 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
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company in its ordinary course of business has entered
Contract/Arrangement and paid / provisioned rent of premises amounting to Rs. 1,14,000/-
(Rupees One Lakh Fourteen Thousand only) to the Director during the financial 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.
27. 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.
28. 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.
29. 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 pursuant to Regulation 34 (3) of the
SEBI Listing regulations, 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 CS. Ajay Suman Shrivastava, a Practicing Company Secretary, forms
part of the Annual Report.
30. 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.
31. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company does not have any Subsidiary, Holding, Joint Venture or
Associate Company as on date.
32. 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.
33. 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:
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.
34. PREVENTION OF INSIDER TRADING:
The Board has formulated code of conduct for regulating, monitoring and
reporting of trading of shares by Insiders. This code lays down guidelines, procedures to
be followed and disclosures to be made by the insiders while dealing with shares of the
Company and cautioning them on consequences of non-compliances. The copy of the same is
available on the website of the Company at www.quantumbuild.com.
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. |
35. 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.
36. 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.
Annexure - I
Form MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
QUANTUM BUILD-TECH LIMITED
8-1-405/A/66 Dream Valley,
Near O.U. Colony, Shaikpet,
Hyderabad-500008, Telangana.
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by QUANTUM
BUILD-TECH LIMITED(CIN: L72200TG1998PLC030071) (herein called the QBL / Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit for the period, both physical and remotely, I hereby report
that in my opinion, the Company, Quantum Build-Tech Limited, during the audit
period covering the financial year ended on 31st March, 2024, has complied with
the statutory provisions listed hereunder, except specifically stated and also that the
Company has proper Board processes and compliance-mechanisms in place to the extent, in
the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31stMarch,2024
according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; as applicable during the period under review
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 as amended; Not applicable to the Company
during the period under review as no further issue has been made.
d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; Not applicable to the Companyfor the
period under review.
e) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations,2015 and SDD requirement compliance.
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
its members;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; Not applicable to the Companyfor the period under review.
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
Not applicable to the Companyfor the period under review.
i) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations 2021: Not applicable to the Companyfor the
period under review,
j) SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 as Amended with some delays in specific compliance during the period,
k) Other regulations and circulars/guidelines issued thereunder; (as
applicable)
I have also examined compliance with the applicable clauses of the
following:
i. Secretarial Standards issued by The Institute of Company Secretaries
of India.
ii. SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015, as amended.
During the Audit period under review and as per the clarification,
representations provided by the Management in writing and oral in the Secretarial Audit
checklist prepared by me, I confirm that the Company has complied with the provisions of
the Act, Rules, Regulations, Guidelines, Standards, Listing Agreement, SEBI notifications
and following actions were taken by the Regulators during the year under review:
a) The following are the details of actions taken against the listed
entity/ its promoters / directors / material subsidiaries
either by SEBI or by Stock Exchanges (including under the Standard
Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts /
Regulations and circulars / guidelines issued thereunder:
Sr. No.
Compliance Requirement (Regulations / circulars / guidelines including specific clause) |
Deviations |
Observations
/ Remarks |
1. Nil |
Nil |
NA |
NOTE: The Annual Listing Fees paid with delay due to reconciliation
issues with BSE Ltd.
No penal action taken by BSE against the Company for the delay.
b) The Company has taken the following actions to comply with the
observations made in previous reports :
Sr. No.
Observations of the Practicing Company Secretary in the previous reports |
Observations
made in the secretarial compliance report for the year ended 31.03.2023 |
Actions
taken by the listed entity, if any |
Comments
of the Practicing Company Secretary on the actions taken by the listed entity |
1. Regulation
24A — Filing of Annual Secretarial Compliance Certificate |
Delayed
Compliance. Filed with a delay of One day |
Has been
complied with.
Penalty imposed Rs. 2360/-(Amount of Rs. 2000/- + GST 360) Penalty
amount paid on 16.07.2022. |
Satisfactory
compliance has been done. |
I further report that, during the period under review,
i. The Petitioner- Director preferred an Appeal before the hon'ble
National Company Law Appellate Tribunal at Chennai against the order for dismissal of
petition u/s 241. The matter is under hearing at NCLAT as at the year end.
I further report that
• The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
Two of the Independent Directors who had completed their term during the year and were
reappointed for a further term. One of the Independent Director has attained the age of 75
years and his re-appointment was duly approved in the Annual General meeting held on
28.09.2022.
• Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
• Majority decision is carried through while the dissenting
members views are captured and recorded as part of the minutes.
I further report that compliance of applicable financial laws
including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit
since the same has been subject to review by the Statutory Auditors and other designated
professionals.
I further report that, there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that, the Company being in the real estate and
construction business, the Company is subject to the compliance of provisions of such acts
like, Housing Board Act, 1965, Transfer of Property Act, 1882, Building and other
Construction Workers' (Regulation of Employment and conditions of services) Act, 1996
and prevalent Labour Laws.During the period under review, all the compliances regarding to
the said acts and laws are duly complied with, wherever applicable.
Further, this report is to be read with the letter of even date as
attached in Annexure -A and forms part of this report.
‘ANNEXURE - A '
To,
The Members
QUANTUM BUILD-TECH LIMITED
8-1-405/A/66 Dream Valley,
Near O.U Colony, Shaikpet,
Hyderabad- 500008, Telangana.
This letter is to be read with the report even date and forms an
integral part of this Secretarial Audit report for the year
ended 31st March 2024:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on the random test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on random test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Annexure - II
SECRETARIAL COMPLIANCE REPORT OF QUANTUM BUILD-TECH LIMITED FOR THE
YEAR ENDED 31st MARCH, 2024
[Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended.]
To,
The Members
QUANTUM BUILD-TECH LIMITED
8-1-405/A/66 Dream Valley, Near O.U. Colony,
Shaikpet,
Hyderabad-500008, Telangana
I have conducted the review of the compliance of the applicable
statutory provisions and the adherence to good corporate practices by QUANTUM
BUILD-TECH LIMITED ("the listed entity") (having BSE Scrip Code -538596 and
CIN: L72200TG1998PLC030071), having registered office at 8-1-405/A/66, Dream Valley, Near
O.U. Colony, Shaikpet, Hyderabad- 500 008, Telangana. The Secretarial Review was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts /
statutory compliances and expressing our opinion thereon.
Based on our verification of the listed entity's books, papers,
minutes books, forms and returns filed and other records maintained by the listed entity
and also the information provided by the listed entity, its officers, agents and
authorized representatives during the conduct of Secretarial Review, we hereby report that
in our opinion, the listed entity has, during the review period covering the financial
year ended on 31st March, 2024, complied with the statutory provisions listed
hereunder and also that the listed entity has proper Board processes and compliance
mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
I Ajay Suman Shrivastava, have examined:
a) all the documents and records made available to us and explanations
provided by Quantum Build-Tech Limited
("the listed entity")
b) the filings / submissions made by the listed entity to the stock
exchanges,
c) website of the listed entity,
d) any other document / filing, as may be relevant, which has been
relied upon to make this certification, for the year ended 31st March, 2024
("Review Period") in respect of compliance with the provisions of:
a) the Securities and Exchange Board of India Act, 1992 ("SEBI
Act") and the Regulations, circulars, guidelines issued thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"),
rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars /
guidelines issued thereunder, have been examined, include:-
a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended;
b) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 as
amended;
c) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 - (Not applicable to the Company during the period under review);
e) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
(Not applicable to the Company during the period under review);
f) Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 (Not applicable to the Company during the period under
review);
g) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021
(Not applicable to the Company during the period under review);
h) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
i) other regulations and circulars / guidelines issued thereunder; (as
applicable)
and based on the above examination, I hereby report that, during the
Review Period the compliance status of the listed entity is appended as below:
(b) The listed entity has taken the following actions to comply with
the observations made in previous reports:
Sr. No.
Observations/ Remarks Of the Practicing Company Secretary in the previous reports |
Observations
made in the secretarial compliance report for the year ended 31.03.23 |
Compliance
Requirement (Regulations/ circulars/ guidelines including specific clause) |
Details of
violation / deviations and actions taken / penalty imposed, if any, on the listed entity |
Remedial
actions, if any, taken by the listed entity |
Comments
of the PCS on the actions taken by the listed entity |
Re
marks |
NIL
during the review period. |
I (a) The listed entity has complied with the provisions of the above
Regulations and circulars / guidelines issued thereunder, except in respect of matters
specified below:
Sr. No.
Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) |
Regulation/
Circular
No. |
Deviations |
Action
taken by SEBI/ BSE/ NSE |
Type of
Action |
Details
of Violation |
Fine
Amount |
Observations/
Remarks of the Practicing Company Secretary |
Management
Response |
Re
marks |
1. Filing of
Annual Secretarial Compliance Report on the day of adoption by Board |
Regl 24A |
Filed with
ONE day delay |
BSE |
Monetary
penalty |
ASC
adopted
on
30.05.2022. Filed with BSE on 01.06.2022 |
Rs. 2000 +
GST Total Rs. 2360/- |
Penalty was
duly paid |
One day delay
due to
technical
reason |
NIL |
2. Delay in
payment of Annual Listing Fees |
Regl-11 |
Notices
received |
BSE |
NIL |
Delay
in
payment |
NIL |
NA |
Due to
reconciliation of earlier payment delayed from BSE |
NIL |
II. Compliances related to resignation of statutory auditors from
listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019
dated 18th October, 2019:
Sr. No.
Particulars |
Compliance
Status (Yes/No/ NA) |
Observations
/ Remarks by PCS* |
1.
Compliances with the following conditions while appointing /re-appointing an auditor |
|
|
i. If the
auditor has resigned within 45 days from the end of a quarter of a financial year, the
auditor before such resignation, has issued the limited review / audit report for such
quarter; or |
NA since
there is no such |
There is
no such instance |
ii. If the
auditor has resigned after 45 days from the end of a quarter of a financial year, the
auditor before such resignation, has issued the limited review/ audit report for such
quarter as well as the next quarter; or |
instance
during the period |
during
the period |
iii. If the
auditor has signed the limited review/ audit report for the first three quarters of a
financial year, the auditor before such resignation, has issued the limited review/ audit
report for the last quarter of such financial year as well as the audit report for such
financial year. |
under
review. |
under
review. |
2. Other
conditions relating to resignation of statutory auditor |
|
|
i. Reporting
of concerns by Auditor with respect to the listed entity/its material subsidiary to the
Audit Committee: |
NA |
There is
no such instance |
a. In Case of
any concern with the management of the listed entity/material |
|
during
the period under review; |
subsidiary
such as non-availability of information / non-cooperation by the management which has
hampered the audit process, the auditor has approached the Chairman of the Audit Committee
of the listed entity and the Audit Committee shall receive such concern directly and
immediately without specifically waiting for the quarterly Audit Committee meetings. |
NA |
|
NA |
b.
In case the auditor proposes to resign, all concerns with respect to the proposed
resignation, along with relevant documents has been brought to the notice of the Audit
Committee. In cases where the proposed resignation is due to nonreceipt of information /
explanation from the company, the auditor has informed the Audit Committee the details of
information/ explanation sought and not provided by the management, as applicable. |
NA |
NA |
|
|
|
|
|
|
|
|
c The Audit
Committee / Board of Directors, as the case may be, deliberated on the matter on receipt
of such information from the auditor relating to the proposal to resign as mentioned above
and communicate its views to the management and the auditor. |
NA |
There is no such instance during the period under review; |
ii. Disclaimer
in case of non-receipt of information: |
|
The auditor
has provided an appropriate disclaimer in its audit report, which is in accordance with
the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/
its material subsidiary has not provided information as required by the auditor. |
NA |
There is
no such instance during the period under review. |
3. The
listed entity / its material subsidiary has obtained information from the Auditor upon
resignation, in the format as specified in Annexure- A in SEBI Circular CIR/ CFD/
CMD1/114/2019 dated 18th October, 2019. |
NA |
No
Subsidary exists. |
III. The listed entity has complied with the provisions of the above
Regulations and circulars/ guidelines issued thereunder, except in respect of matters
specified below:-
Sr. No.
Particulars |
Compliance
Status (Yes/No/ NA) |
Observations
/ Remarks by PCS* |
1. Secretarial
Standards: |
Yes, to
the |
NA |
The
compliances of the listed entity are in accordance with the applicable Secretarial
Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notified by
the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily
applicable. |
extent
applicable |
|
2. Adoption
and timely updation of the Policies: |
|
|
• All
applicable policies under SEBI Regulations are adopted with the approval of board of
directors of the listed entities |
Yes |
NA |
• All
the policies are in conformity with SEBI Regulations and have been reviewed & updated
on time, as per the regulations / circulars / guidelines issued by SEBI |
Yes |
NA |
3. Maintenance
and disclosures on Website: |
|
|
• The
listed entity is maintaining a functional website |
Yes |
NA |
•
Timely dissemination of the documents/ information under a separate section on the website |
Yes |
NA |
•
Web-links provided in annual corporate governance reports under Regulation |
Yes |
|
27(2) are
accurate and specific which re- directs to the relevant document(s)/ section of the
website |
|
|
4. Disqualification
of Director: |
|
|
None of the
Director(s) of the Company is / are disqualified under Section 164 of Companies Act, 2013
as confirmed by the listed entity. |
Yes |
NIL |
5. Details
related to Subsidiaries of listed entities have been examined w.r.t.: (a)
Identification of material subsidiary companies |
NA |
No
subsidiaries exist for the |
(b) Disclosure
requirement of material as well as other subsidiaries |
|
Company. |
6. Preservation
of Documents: |
|
|
The listed
entity is preserving and maintaining records as prescribed under SEBI Regulations and
disposal of records as per Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015. |
Yes |
NIL |
7. Performance
Evaluation: |
|
|
The listed
entity has conducted performance evaluation of the Board, Independent Directors and the
Committees at the start of every financial year /during the financial year as prescribed
in SEBI Regulations. |
Yes |
NIL |
8. Related
Party Transactions: (a) The listed entity has obtained prior approval of Audit
Committee for all related party transactions; or |
Yes |
NA |
(b) The listed
entity has provided detailed reasons along with confirmation whether the transactions were
subsequently approved /ratified /rejected by the Audit Committee, in case no prior
approval has been obtained. |
NA |
NA |
9. Disclosure
of events or information: |
|
|
The listed
entity has provided all the required disclosure(s) under Regulation 30 along with Schedule
III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder. |
Yes |
NA |
10. Prohibition
of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6)
SEBI (Prohibition of Insider Trading) Regulations, 2015. |
Yes |
NA |
11. Actions
taken by SEBI or Stock Exchange(s), if any: |
|
Fine of
Rs. |
No
action(s) has been taken against the listed entity / its promoters / directors /
subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating
Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars
/ guidelines issued thereunder except as provided under separate paragraph herein (**). |
Yes |
2000 +
GST imposed and paid for the year 2023 ASC filing. |
12. Additional
Non-compliances, if any: No additional non-compliance observed for any SEBI regulation
/ circular / guidance note etc. |
NA |
NA |
Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of
documents and information furnished, are the responsibilities of the management of the
listed entity.
2. Our responsibility is to certify based upon our examination of
relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of
financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in
terms of Regulation 24A (2) of the SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is neither an assurance as to the future viability of the listed
entity nor of the efficacy or effectiveness with which the management has conducted the
affairs of the listed entity.
Aiinexure - iii
FORM AOC -2
Disclosure of Particulars of Contracts / Arrangements entered into with
related parties under Section 188(1) of the Companies Act, 2013 including certain
arm's length transaction thereto
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014]
I. Details of contracts or arrangements or transactions not at
Arm's length basis:
S.No. Particulars |
Details |
1. Name (s)
of the related party & nature of relationship |
- |
2. Nature of
contracts / arrangements / transaction |
- |
3. Duration of
the contracts / arrangements / transaction |
- |
4. Salient
terms of the contracts or arrangements or transaction including the value, if any |
- |
5.
Justification for entering into such contracts or arrangements or transactions' |
- |
6. Date of
approval by the Board |
- |
7. Amount
paid as advances, if any |
- |
8. Date on
which the special resolution was passed in General meeting as required under first proviso
to section 188 |
- |
II. Details of contracts or arrangements or transactions at Arm's
length basis:
S.No. Particulars |
Details |
1 Name (s)
of the related party & nature of relationship |
Mrs.
Kodali Vijaya Rani - Director |
2 Nature of
contracts / arrangements / transaction |
Payment
of Rent |
3 Duration
of the contracts / arrangements / transaction |
Regular
on year to year basis |
4 Salient
terms of the contracts or arrangements or transaction including the value, if any |
The
Company in its ordinary course of business has entered into Contract / Arrangement and
paid / provisioned rent of premises amounting to Rs. 1,14,000/- (Rupees One Lakh Fourteen
Thousand only) to the Director during the financial year 2023-24. The transaction is on
Arm's Length basis. |
5 Date of
approval by the Board |
12-04-2019 |
6 Amount
paid as advances, if any |
Nil |
Annexure - IV
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para - C Sub clause (10)
(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members
Quantum Build-Tech Limited
8-1-405/A/66 Dream Valley, Near O.U Colony, Shaikpet,
Hyderabad, Telangana - 500008.
I have examined the relevant registers, records, forms, returns and
disclosures received from the Directors of Quantum Build-Tech Limited having CIN:
L72200TG1998PLC030071 and BSE Code: 538596, having registered office at 8-1-405/A/66,
Dream Valley, Near O.U Colony, Shaikpet, Hyderabad, Telangana, India - 500008.
(hereinafter referred to as ‘the Company'), produced before me by the Company
for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015 as amended.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal
www.mca.gov.in) as considered necessary and explanations furnished to me by the Company
and its officers, I hereby certify that none of the Directors on the Board of the Company
as stated below for the Financial Year ended on 31st March, 2024 have been
debarred or disqualified from being appointed or continuing as Directors of Companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority.
Sr.No.
Name of Director |
DIN |
Date of
Appointment/ Re-appointment |
1. Mr.
Guduru Satyanarayana |
02051710 |
01/08/2019 |
2. Mr.
Prabhakar Reddy Kyatham* |
00966105 |
04/12/2020 |
3. Mr.
Saraswathi Kumar Kanduri |
02788086 |
28/09/2022 |
4. Mr.
Ramreddy Sripathi* |
06390971 |
28/09/2022 |
5. Mrs.
Kodali Vijaya Rani |
00102286 |
04/12/2020 |
* Both the Directors have resigned wef 12.08.2024. New Directors also
appointed.
Ensuring the eligibility for the appointment/continuity of every
Director on the Board is the responsibility of the management of the Company. My
responsibility is to express an opinion on these based on my verification. This
certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the
Company.
|