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Company Information

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QUINTEGRA SOLUTIONS LTD.

21 April 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE033B01011 BSE Code / NSE Code 532866 / QUINTEGRA Book Value (Rs.) -4.82 Face Value 10.00
Bookclosure 14/08/2024 52Week High 3 EPS 0.00 P/E 0.00
Market Cap. 3.97 Cr. 52Week Low 1 P/BV / Div Yield (%) -0.31 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in presenting the Thirtieth Annual Report
together with the Audited Financial Statements for the year ended
31st March 2024.

FINANCIAL HIGHLIGHTS

($ in 000)

Particulars

For the
year ended
31.03.2024

For the
year ended
31.03.2023

Income

-

-

Other Income

-

-

Expenditure

513

1111

Interest

513

-

Depreciation & Exceptional Items

-

-

Profit / (Loss) before Tax

(513)

(1111)

Tax Expenses (for earlier years)

-

Profit / Loss after Tax

(513)

(1111)

Balance brought forward from
previous year

(1779888)

(1778777)

Balance carried over

(1780401)

(1779888)

REVIEW OF OPERATIONS AND OUTLOOK

During the year Status quo continued with regard to the business of
the company. All cost cutting measures were being implemented
more effectively. Attempts to revive the Company continue.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during
the year.

TRANSFER TO RESERVES

In view of the losses, transfer to General Reserves is not applicable.
DIVIDEND

In view of the loss incurred the Board does not recommend any
dividend for the financial year ended 31st March 2024.

DIRECTORS

Mr Meleveettil Padmanabhan (DIN: 00101997), Director, retires by
rotation at the ensuing Annual General Meeting and being eligible,
he offers himself for re-election. As per Regulation 17(1A) SEBI
(LODR) Regulations 2015 No listed entity shall appoint a person or
continue the directorship of any person as a non-executive director
who has attained the age of seventy five years unless a special
resolution is passed to that effect. Mr Meleveettil Padmanabhan is
associated with the organisation since 2005 and has been
instrumental for the building up of the company. He would attain the
age of 75 years on 21.11.2024. The Board is of the opinion that his
continued association and support would be of immense benefit to
the organisation. Accordingly, a Special Resolution for his
reappointment would be placed for approval of the members at the
ensuing AGM.

At the AGM held on 16th September 2019, Mrs Sangeetha
Pichamuthu holding (DIN 08209924) was appointed as an
Independent Director for a period of 5 years with effect from that
date of AGM. However as per Section 149(10) of the companies Act,
2013 she is eligible for reappointment for a further term of upto five
years by passing a special resolution by the company and a disclosure
is made in the board's report. The Director has made a declaration
to the effect that she meets the criteria for independence as provided
in Section 149(6) of the Companies Act, 2013. The Company has
received a notice in writing under Section 160 of the Companies Act,
2013 from a member proposing her candidature for the office of
Director. The Nomination and Remuneration Committee
recommended to the Board, the appointment of Mrs Sangeetha
Pichamuthu as an Independent Director for a second term of five
consecutive years from the date of forthcoming AGM.

Mr R Kalyanaraman and Mr G Venkatarajulu are on the Board as
Independent Directors for a period of two consecutive terms of five
years each and statutorily both of them would cease to be independent
Directors at the ensuing AGM. The members of the Board express
their grateful appreciation of the valuable services and support
extended by both Mr R Kalyanaraman and Mr G Venkatarajulu during
their long tenure of office as Board Members.

Mrs. Sasi Rekha Balachander (DIN 01838447) and Mr. Chandrasekar
Krishnamoorthy (DIN 08646660) were appointed by the Board as
Additional Directors on 29th May 2024 pursuant to the provisions of
Section 161 read with Section 149 of the Companies Act, 2013 and
they hold office upto the date of the ensuing Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration
Committee the Board recommends their appointments as
Independent Directors not liable to retire by rotation for a period of
five years from the date of the forthcoming AGM. The Directors have
made a declaration to the effect that they meet the criteria for
independence as provided in Section 149(6) of the Companies Act,
2013. The Company has received a notice in writing under Section
160 of the Companies Act, 2013 from a member proposing their
candidature for the office of Directors of the Company. Further by
these appointments the Company would continue to maintain the
board strength of minimum six members as required by Regulation
17(1)(c) of SEBI (LODR) Regulations.

Brief resume of the Directors, nature of expertise and names of
Companies in which they hold directorship and membership/
chairmanship in Board / Committees as stipulated under Regulation
36(3) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are provided in
the Annexure to the Notice convening the Annual General Meeting.

BOARD MEETINGS

The details of Board Meetings held during the year are given in the
Corporate Governance Report.

STATUTORY AUDITORS

M/s. SVSR & Associates (Firm Registration No.014139S) Chartered
Accountants, Chennai were appointed as the Statutory Auditors of
the Company at the last AGM held on 27.7.2022 for a period of five
years from the conclusion of the 28th AGM till the conclusion of the
33rd AGM. The Companies (Amendment) Act, 2017 has dispensed
with the requirements of annual ratification of the Statutory Auditors'
appointment. Accordingly the appointment of Statutory Auditors will
not be placed for the ratification of the members at the ensuing AGM.
The Auditors' Report on the financial statements of the Company for
the year under review does not contain any qualification, reservation
or adverse remark

HUMAN RESOURCES

Nothing to report since there are no operations and employees except
Wholetime Director and Company Secretary.

AUDIT COMMITTEE

Audit Committee consists of majority of Independent Directors as its
members. During the year, Audit Committee met four times, the details
of which are given in the Corporate Governance Report.

OTHER COMMITTEES

The details of Nomination and Remuneration Committee, and
Shareholders / Investors Grievance Committee (Stakeholders
Relationship Committee) are given in the Corporate Governance
Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the
Company has received declarations from all Independent Directors
confirming that they meet the criteria of Independence as laid
down in Section 149(6) of the Companies Act, 2013 read with
Regulation 26 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

The Company has a Nomination and Remuneration policy in place.
Any Remuneration payable to Directors/Key Managerial Personnel
are based on the approval of Nomination and Remuneration
Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan (secured or unsecured) and
has not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Company has a Risk Management Policy. However, as per SEBI
regulations, Risk Management Committee is not mandatory to the
Company.

RELATED PARTY TRANSACTIONS

During the year no specific contract / arrangement were entered into
by the Company with related parties pursuant to Section 188 of the
Companies Act, 2013.

FORMAL ANNUAL EVALUATION

In terms of the provisions of the Companies Act, 2013 and the Listing
regulations, the Board reviewed and evaluated its own performance
and of various Committees. The performance evaluation of the
Independent Directors were carried out by the entire Board. The
performance evaluation of the Chairman and Non Independent
Directors were carried out by the Independent Directors.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has in place a Whistle Blower Policy for Directors /
Employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control procedure in place.
The internal financial controls are verified and certified by an
independent Audit Firm.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Policy is not applicable to the Company.

INTERNAL AUDIT

Internal Audit for the financial year ended 31st March 2024 was
conducted by an independent firm viz. M/s DURV and Associates
LLP, Chartered Accountants to evaluate effectiveness and adequacy
of internal controls.

SECRETARIAL AUDITOR

Mr B. Prabhakar, Practicing Company Secretary, Chennai was
appointed as the Secretarial Auditor to undertake the Secretarial
Audit of the Company for the financial year 2023-24. The
Secretarial Audit Report is annexed to and forms part of this report
(Refer Annexure 1).

COST AUDIT

Cost Audit is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT

Not applicable as there are no employees.

MATERIAL CHANGES

There were no material changes and commitments, during the
financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of
the Companies Act, 2013, the Directors to the best of their knowledge
and belief confirm that:

(a) in the preparation of the annual accounts for the financial year
ended 31st March 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 at the end of the financial year
and of the profit / loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with

the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

(d) the Directors had prepared the annual accounts on a going
concern basis.

(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls
are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reporting on various aspects of MDA will not be appropriate at present
as the Company has still not come out of financial and operational
crunch. All possible efforts to revive/restructure the business are being
explored. However for the benefit of members current situation relating
to IT industry in general is briefed in this section even though they
may not be applicable to the company in the present scenario.

As reported by Nasscom, FY2022 was a year of milestones and
resurgence for the Indian technology industry and FY2023 has been
the year of continued revenue growth with a focus on strengthening
industry fundamentals and building on trust and competencies.

In FY2023, India's technology industry revenue including hardware
is estimated to cross $245 Bn, Exports, at $194 Bn and Domestic
technology sector is expected to reach $51 Bn. The industry continues
to be a net hirer, adding nearly 3 lakh employees, taking the total
employee base to around 5.4 Mn and strengthening its position as
the 'Digital Talent Nation' for the world. Women employees account
for 36% share in total industry employee base.

India, currently holding the prestigious Presidency of G20 nations,
has grown from being the tenth largest economy ten years ago to
the fifth largest today. India has been the fastest growing major
economy for the third year in a row. Cost competitiveness and
efficiencies, stable and trusted Government consistently build a
conducive business environment and infrastructure through reforms
and policies. India's inherent leadership skills have ensured Indian
origin leaders to occupy frontline seats at the table in global
organizations of various verticals.

This year's Nasscom's Strategic Review report focuses on the theme
"Priming for a 'No Normal' Future" and explores details about the
Indian tech industry's resilience and growth in the wake of global
uncertainty and how the industry strengthened its position as a trusted
global technology leader over the past two years. Thrive in a 'No
Normal' future would converge around four key themes viz. Demand
shifts, geopolitical dynamics, tech regulation(change is the only
constant), Service providers to digital transformation partners - (the
big shift), Trust, resilience, inclusive talent, and sustainability(re-
defining rules of competition) and Digital mastery and innovation
(the key differentiators) and the enterprises that adapt quickly and
constantly are the ones that will lead in a "No Normal Future".

CORPORATE GOVERNANCE REPORTS

The report on Corporate Governance as required Regulation 34 (3)
read with Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
and a Compliance Certificate from the Statutory Auditors are annexed
to and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

With regard to requirements relating to conservation of energy,
technology absorption as required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, the Company has nothing specific to report.

FOREIGN EXCHANGE EARNINGS & OUTGO

Nil

PARTICULARS OF EMPLOYEES

There are no employees who are covered under Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel)
Rules 2014.

The details of remuneration during the year 2023-24 as required
under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules 2014 are attached and forms part of this report
(Refer Annexure 2).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS

Nil

ANNUAL RETURN

As required under Section 92(3) read with Section 134 (3)(a) of the
Companies Act, 2013, the Annual Return for the year 2023-24 is put
up on the Company's website and can be accessed at http://
www.quintegrasolutions.com.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co¬
operation received from all its associates - the shareholders,
customers, suppliers, banks, Government Departments and the

employees. For and on behalf of the Board

Place : Chennai Meleveettil Padmanabhan

Date : 1st July, 2024 Chairman