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 / Exeptional Item
|
(29.92)
|
(39.41)
|
|
Less: Exeptional Item
|
-
|
_
|
|
Profit / (Loss) after tax / after Exeptional 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:
CONSERVATION OF ENERGY :
|
1.
|
The steps taken or impact on
conservation of energy.
|
Your Company requires minimal energy consumption
and every endeavor is made to ensure optimal use of
energy, avoid wastages and conserve energy as far as
possible.
|
|
2.
|
The steps taken by the company for
utilizing alternate sources of energy.
|
|
3.
|
The capital investment on energy
conservation equipments.
|
TECHNOLOGY ABSORPTION:
|
1.
|
The effors made towards technology absorption.
|
Since the Company is not engaged in any
manufacturing, the information in connection
with technology absorption is NIL.
|
|
2.
|
The benefits derived like product improvement, cost
reduction, product development or import
substitution.
|
|
3.
|
In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year) the details of technology imported the
year of import;- whether the technology been fully
absorbed:- if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof.
|
|
4.
|
The expenditure incurred on Research and
Development.
|
NIL
|
FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars of foreign currency earnings and outgo during the financial year are NIL.
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.
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.
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
|