It is our pleasure to present the 11th Annual Report on the business and operations of Quicktouch Technologies Limited (the Company) along with the Audited Financial Statements for the financial year ended March 31,2024.
Summary of items covered
2023-24
• Financial summary of operations
• Brief description of the state of the company's affairs
• Statutory auditors & auditors' report
• Secretarial audit and secretarial audit report
• Internal auditor
• Internal financial control system and their adequacy
• Board meetings
• Committee meetings
• Meeting of independent directors
• Declarations by independent directors
• Subsidiary companies
• Material events during the year under review
• Corporate social responsibility initiatives
• Key managerial personnel
• Particulars of employees
• Remuneration policy for directors, key managerial personnel and other employees and criteria for appointment of directors
• Compliance with the code of conduct and ethics
• Disclosure of accounting treatment
• Directors' responsibility statement
• Policy agaisnt sexual harassment
• Managing director and CFO
FINANCIAL SUMMARY OF OPERATIONS
Total Revenue:
The company's total revenue for the year ended March 31,2024, was ?12,201.78 lakhs, marking a substantial increase of 38.86% compared to the previous year's revenue of ?8,786.29 lakhs. This impressive growth can be attributed to the successful implementation of strategic initiatives and an enhanced market presence. A key factor driving this revenue increase was the infusion of new projects, which expanded the company's offerings and attracted a broader customer base. This strategic expansion has bolstered the company's financial performance and positioned it for continued growth in the future.
Profit After Tax:
The profit after tax for the year ended March 31, 2024 amounted to ? 676.54 lakhs, showing an increase of 5.86% from the profit after tax of ? 639.08 lakhs recorded for the previous year ended March 31,2023. While the increase in profit is modest relative to the revenue growth, it indicates consistent profitability and effective cost management.
On consolidation basis the total revenue for the year ended March 31,2024 was ?12215.54 lakhs and the profit after tax for the year ended March 31,2024 amounted to ?673.00 lakhs.
* The provisi?n for the consolidation of accounts is applicable to the Company for the current financial year. Consequently, Consolidated figures are available only for the current financial year.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
Quicktouch Technologies is a dynamic entity operating primarily within the software industry. The company's core competencies encompass software design, development, customization, implementation, maintenance, testing, and benchmarking. They excel in providing tailored software solutions that specifically address school and education institutions needs and diverse business and individual needs, ensuring comprehensive service offerings that include software implementation and continuous maintenance.
The company extends its expertise to commercial training in software-related fields and offers an array of services within the domain of computer software and solutions. Their involvement in the import, export, and sale of internet and web-based applications underscores a significant global footprint, showcasing their capacity to operate on an international scale.
Quicktouch Technologies also undertakes IT-related assignments on a sub-contracting basis, collaborating with other companies to leverage their specialized skills in larger IT projects. This highlights their adaptability and the ability to contribute to complex and expansive technological undertakings.
Beyond software, the company is engaged in the maintenance of computer hardware and systems, including the assembly of data processors and the design of programs. This dual focus on both software and hardware aspects of information technology reflects a well-rounded approach to serving their clients' technological requirements.
The company's activities further extend to the buying, selling, and dealing in various IT enabled goods, technology-related hardware and software components, demonstrating a comprehensive strategy to meet the multifaceted demands of their clients globally.
During the year the Company has successfully listed its shares on the NSE Emerge platform. This significant milestone marks the company's transition to a publicly traded entity, providing enhanced visibility and access to capital markets. The listing is expected to facilitate future growth and expansion initiatives by attracting a broader investor base. The funds raised are being allocated towards key areas such as research and development, technological advancements, and market expansion.
As part of its strategic expansion plan, the Company has acquired Tronix IT Solutions Private Limited and Qtouch Business Solutions Private Limited. These acquisitions are aimed at broadening the company's product and service offerings, entering new markets, and leveraging synergies to enhance operational efficiency. The integration of the acquired companies is expected to bring in additional expertise, technology, and market presence, further solidifying company's position in the industry.
Later in the reported year, the company raised additional capital through the issuance of warrants. This strategic move has strengthened the company's financial position, enabling it to invest in new projects, enhance existing operations, and support long-term growth objectives.
Quicktouch Technologies Limited is a multifaceted organization with a strong emphasis on software services, solutions, and products. The company's recent public listing and global operational scope position it well for sustained growth and innovation in the technology sector.
SHARE CAPITAL
During the year under review, there was change in the Authorised share capital and Paid up Capital of the Company. The Authorised share capital has been increased from Rs. 8,00,00,000 divided into 80,00,000 equity shares of Rs 10 each to Rs. 50,00,00,000 divided into 500,00,000 equity shares of Rs 10 each and paid up capital was increased from 4,25,00,000 divided into 42,50,000 equity shares of Rs.10/- each to Rs. 5,78,00,000 divided into 57,80,000 equity shares of Rs.10/- each.
In conjunction with the listing, the Company has successfully issued 1,530,000 new equity shares at a face value of ?10 each. These shares were issued at a premium of ?51 per share, resulting in an effective issue price of ?61 per share. The public response to this offering was overwhelmingly positive, with the issue being subscribed by 107 times. This remarkable subscription rate reflects strong investor confidence in the company's vision, growth potential, and strategic direction. The equity shares issued during the year rank pari- passu with the existing Equity Shares of your Company.
The Company has achieved a significant milestone by listing its shares on the NSE SME Emerge platform. This strategic move marks the company's entry into the public capital markets, enhancing its visibility, credibility, and accessibility to a broader range of investors. The listing on NSE SME Emerge is expected to facilitate future growth, provide greater liquidity to shareholders, and support the company's long-term strategic objectives. The proceeds from the new share issuance are intended to be used as per the objects mentioned in the offer documents.
During the financial year, the Company has issued and allotted 11,000,000 warrants on a preferential basis. These warrants are fully convertible into equity shares of face value ?10 each and were issued at a price of ?196.17 per warrant. The warrants were allotted to the company's promoters and certain identified non-promoters. The issuance was duly approved by the Board of Directors and the members of the company on November 11, 2023 and December 15, 2023 respectively, adhering to all regulatory and compliance requirements.
The company received 25% of the total issue amount upfront as subscription money at the time of allotment. The remaining 75% of the total issue amount is payable by the allottees within a period of 18 months from the date of allotment. Upon full payment, each warrant holder has the right to convert their warrants into equity shares, thereby potentially increasing the company's equity base and aligning the interests of the warrant holders with the long-term success of the company.
The issuance of these warrants is aimed at raising capital to fund acquisition and to fulfill working capital requirements.
This infusion of capital will enable Quicktouch Technologies Limited to accelerate its growth initiatives, strengthen its market position, expansion of business into different domain also and enhance shareholder value.
DIVIDEND
Considering the future business plans of the Company, the Board of Directors did not recommend any dividend for financial year 2023-24, on the equity Share Capital of the Company.
The Company does not fall under the top 1000 listed Companies by market capitalization as on March 31, 2024. However, the Company had voluntarily adopted the Dividend Distribution policy, and the same can be accessed using the link viz. https://www.quicktouch.co.in/policies/dividend-policy.pdf
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund.
TRANSFER TO GENERAL RESERVES
During the year under review, the Company has not transferred any amount to the general reserves during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor accepted or renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
STATUTORY AUDITORS & AUDITORS' REPORT
Pursuant to the provisions of section 139 of the Act, M/s. Goyal Nagpal & Co., Chartered Accountants (Firm Registration No. 018289C) were appointed as the Statutory Auditors of the Company, for a term of four years, to hold office from the conclusion of the 9th AGM held on September 30, 2022 till the conclusion of the 12th AGM.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certif?cate from the Auditors along with peer review certif?cate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.
There are no audit qualifications, reservations, adverse remarks or reporting of fraud in the Statutory Auditors Report given by M/s. Goyal Nagpal & Co., Chartered Accountants (Firm Registration No. 018289C) Statutory Auditors of the Company for the financial year 2023-24.
Further the notes on accounts are self explanatory and therefore do not call for any further explanation. The Auditors' Report is enclosed with the Financial Statements in this Annual Report.
SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, Quicktouch Technologies Limited appointed M/s. Sweta Agarwal & Co., Practicing Company Secretaries, as the Secretarial Auditors for conducting the Secretarial Audit for the financial year 2023-24.
During the year, a causal vacancy arose in the position of the Secretarial Auditor. The Board of Directors appointed M/s. Virender Kumar & Associates, Practicing Company Secretaries, as the new Secretarial Auditors to conduct the audit for the financial year 2023-24. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board.
M/s. Virender Kumar & Associates have conducted the Secretarial Audit for the financial year 2023-24 and their report is attached as Annexure 4 to this Annual Report.
The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines. The report does not contain any qualification, reservation, or adverse remark.
INTERNAL AUDITOR
The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. During the year under review, M/s BAS & Co. LLP Chartered Accountants., Delhi was appointed as Internal Auditors for conducting the Internal Audit for the financial year 2023- 2024 of key functions and assessment of Internal Financial Controls etc.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place adequate internal financial controls. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Management has reviewed the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present year.
In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial reporting has also been carried out independently by the Statutory Auditors as mandated under the provisions of the Act.
The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.
The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company's assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.
They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.
During the year under review, there wer1e no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.
BOARD MEETINGS
The Board convenes at regular intervals to deliberate on company policies, business strategies, and other essential matters. Meetings are scheduled in accordance with the provisions of the Companies Act, 2013. The agenda for each Board or Committee meeting, including comprehensive notes on discussion items, is circulated to members at least one week prior to the meeting date.
The Board / Committee Meetings are scheduled in compliance with the provisions of the Companies Act, 2013. During the financial year 2023-24, the Board held 15 meetings on the following dates: April 10, 2023; May 30, 2023; July 18 and 27, 2023; August 9, 25, and 31,2023; October 27, 2023; November 11 and 16, 2023; January 5 and 30, 2024; and February 1,2, and 29, 2024. (RBC: April 26, 2023, and October 3, 2023). The maximum interval between any two Board meetings during the year did not exceed 120 days.
COMMITTEES OF THE BOARD
The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the committees constituted by the Board:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholder Relationship Committee
The Composition of the Committees as on March 31, 2024 is as follows:
i. Audit Committee
Notes on the Composition of the Board Committees:
Appointments:
Mrs. Ayushi Sikka was appointed as an Independent Director effective August 25, 2023. Concurrently, she assumed the role of Chairperson for both the Audit Committee and the Nomination and Remuneration Committee. Later in the year, she joined the Stakeholder Relationship Committee as a member.
Mrs. Divya Kwatra became an Independent Director on October 27, 2023. She was also appointed as the Chairperson of the Stakeholder Relationship Committee and became a member of both the Audit Committee and the Nomination and Remuneration Committee.
Ms. Madhu was appointed as a Member of the Stakeholder Relationship Committee starting August 25, 2023.
Resignations:
Mr. Varundeep Gupta and Ms. Shagun Madan resigned from their positions as Independent Directors, effective July 19, 2023, and May 31, 2023, respectively. As a result, they also stepped down from their roles in various Board Committees.
Ms. Jitesh Sharma resigned from his positions as Chairperson and Non-Executive Director, effective June 16, 2023.
Consequently, he also stepped down from his roles in various Board Committees.
Mrs. Pooja Agarwal was appointed as an Independent Director and took on roles as a member of the Audit Committee and the Nomination and Remuneration Committee, in addition to serving as the Chairperson of the Stakeholder Relationship Committee, effective July 18, 2023. She resigned as an Independent Director on October 5, 2023, thereby relinquishing her committee memberships.
Ms. Ashima Arjun Sharma was appointed as a Whole-Time Director and joined the Stakeholder Relationship Committee on July 18, 2023. She resigned as Whole-Time Director on March 19, 2024, ceasing her committee membership.
Mr. Arjun Sharma resigned from his position as Whole-Time Director and his membership in the Stakeholder Relationship Committee as of May 11,2023.
COMMITTEE MEETINGS
The table below details the meetings of various Committees, including the number of meetings held and their respective dates:
ATTENDANCE OF DIRECTORS/MEMBERS AT THE BOARD AND COMMITTEE MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors ('SS-1') issued by the Institute of Company Secretaries of India ('ICSI'), the attendance of Directors at Board and Committee meetings held during the financial year 2023-24 are as under:
MEETING OF INDEPENDENT DIRECTORS
A sep?rate meeting of Independent Directors was held on February 29, 2024 without presence of Non- Independent Directors Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein. The meeting was conducted to evaluate the:
a. Performance of non-independent Directors and the Board as a whole;
b. Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
However, the Company Secretary and Compliance Officer of the Company, being a member of the management, attended the meeting only to facilitate convening and holding of the meeting. The meeting was attended by all the Independent Directors of the Company.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each of the Independent Director of the Company that they meet the criteria of independence as provided under section 149(6) of the Act and complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16 of Listing Regulations in respect of their position as an "Independent Director" of Quicktouch Technologies Limited.
The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.
During the year under review the non-executive independent directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.
The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.
The Board is of the opinion that all the Independent Directors of the Companypossess requisite qualifications, skills, experience (including proficiency) and expertise and they hold highest standards of integrity and are independent of the management.
SUBSIDIARY COMPANIES
As on March 31,2023, your Company has 2 (Two) Subsidiary Companies as detailed below:
The Company on June 16, 2023 and June 24, 2023 has acquired M/s Qtouch Business Solutions Private Limited and M/s Tronix IT Solutions Private Limited respectively.
1. M/s Qtouch Business Solutions Pr?vate Limited is a wholly owned subsidiary company inter alia engaged in the business of conducting Olympiad and school student assessment exams to evaluate and enhance students' knowledge across various subjects. These assessments provide valuable insights into students' academic strengths and areas for improvement, helping educators tailor their teaching strategies."
2. M/s Tronix IT Solutions Private Limited, a wholly-owned subsidiary, is primarily engaged in providing innovative co-working spaces designed to foster collaboration and productivity. Catering to freelancers, startups, and established businesses, It offers flexible workspace solutions equipped with modern amenities and technology.
A report on the performance and financial position of Subsidiaries and the contribution made by these entities, included in the consolidated financial statements, presented in Form AOC-1 is attached to this report as 'Annexure - 1'.
As provided in Section 136 of the Companies Act, 2013 ("the Act"), the financial statements and other documents of the subsidiary companies are not attached with the financial statements of the Company. The complete set of financial statements including financial statements of the subsidiary of the Company is available on our website at https://www.quicktouch.co.in
LISTING
The equity shares of your company have been listed on SME platform of National Stock Exchange of India Ltd (NSE) Emerge w.e.f. May 05, 2023. The Annual listing fees have been paid to NSE.
EMPLOYEE STOCK OPTION PLAN
Your Company has an employee stock option plan viz. 'QT - Employee Stock Option Plan 2023' ("Plan" or "ESOP 2023") which was approved by shareholders of the Company on September 29, 2023.
The ESOP Plan provides for the grant of stock options aggregating not more than 8,67,000 (Eight Lakhs Sixty Seven Thousand) employee stock options to or for the benefit of such person(s) who are the employees of the Company and/or its subsidiary Companies of the Company. The ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.
There is no change in the ESOP plan during the financial year under review. The ESOP plan is in compliance with the SEBI Regulations.
During the year under review, Company has not granted any stock options to employees of the Company and its subsidiaries.
A certif?cate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed by the Shareholders of the Company, will be available for inspection during the AGM to any person having right to attend the meeting.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans given, and investments made by the company pursuant to the provisions of Section 186 of the Act, are are mentioned in the notes of the balance sheet.
REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013
The Auditors during the performance of their duties have not identified any offence of fraud committed by the company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
No material changes and commitments affecting the financial position of the Company occurred between and up to the end of the financial year 2022-23 to which these financial statements relate and the date of this report.
UTILIZATION OF PROCEEDS
During the year, the proceeds from our Initial Public Offering (IPO) were primarily utilized to fulfill working capital, Acquisitions of Business, and business expansion, aligning with the objectives outlined in the prospectus.
Additionally, funds from the preferential issue of fully convertible warrants into equity shares supported acquisition of businesses, fulfilling working capital requirement and other corporate related expenses. The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus.
Report on the utilization of proceeds is attached in Annexure 2 and form part of this report.
MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
• Initial Public Offer
During the year, the Company raised Rs. 933.30 lakhs through an initial public offering of 15,30,000 equity shares at Rs. 10 each, with a premium of Rs. 51 per share. These shares began trading on the NSE SME EMERGE from May 02, 2023. The IPO funds were used for capital expenditure, repaying some borrowings, and working capital, as outlined in the Prospectus dated April 10, 2023.
• Preferential Issue
During the year, the Company completed a preferential issue of fully convertible warrants, which are convertible into equity shares. For detailed information regarding this issuance, please refer to the "Share Capital" section of this report.
• Change in Management
During the year, the Company made several changes to the Board of Directors and Key Managerial Personnel. For detailed information, please refer to the "Directors and Key Managerial Personnel" section of this report. •
• Acquisitions of Business
During the year, the Company acquired two companies. For detailed information regarding these acquisitions, please refer to the "Subsidiary Companies" section of this report.
• Payment Aggregator Application Update
During the year, the company submitted an application to the Reserve Bank of India (RBI) to obtain authorization to operate as a payment aggregator, reflecting our strategic aim to expand our fintech services. In mid-year, the RBI rejected our application due to the absence of certain basic details. Recognizing the importance of this feedback, we promptly addressed these gaps by conducting a comprehensive review and ensuring that all required information was accurately compiled and disclosed.
Subsequently, we resubmitted the application, fully aligned with RBI's regulatory requirements. This revision demonstrates our commitment to compliance and operational excellence. Concurrently, the company has been diligently enhancing its technological infrastructure to support future payment aggregation activities.
We are currently awaiting the RBI's final decision and remain optimistic about the approval. This approval will enable us to significantly enhance our service offerings, positioning us as a key player in the digital payments ecosystem. We appreciate the continued support and patience of our stakeholders as we work towards this significant milestone in our growth journey.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on the conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 is as follows:
a. Conservation of Energy
i. the steps are taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energy consuming lighting, etc.
ii. the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible.
iii. Capital investment on energy conservation equipment: Nil
b. Technology Absorption
Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard.
There was no expenditure incurred on Research and Development during the period under review.
c. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo are given below:
Total Foreign Exchange earned : 9560.51 Total Foreign Exchange used : 8994.03
During the year under review, the Company incurred an expenditure of Rs. 8,994.03 lakhs in foreign exchange, compared to Rs. 194.40 lakhs in the previous year. The Company earned Rs. 9,560.51 lakhs in foreign exchange, up from Rs. 538 lakhs in the previous year. A significant portion of both the foreign exchange expenditure and earnings is attributed to merchant trade transactions. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and company's operations in the future.
However, the Company has received demand notice. For detailed information on these matters, please refer to the "Contingent Liabilities" sections of Notes to Accounts.
EXTRACT OF ANNUAL RETURN
The Annual Return in Form MGT-7 as required to be prepared in terms of Section 92 of the Act is being uploaded on the website of the Company and can be accessed through the link https://www.quicktouch. co.in/investor-relations/annual-return.php RISK MANAGEMENT
Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.
The Company has adopted a Risk Management policy, whereby, risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business performance.
There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges/risks faced by key operating Subsidiary Companies have been dealt with in detail in the Management Discussion and Analysis section forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Quicktouch Technoogies Limited's Corporate Social Responsibility ("CSR") is aligned to have a stronger commitment towards the community. Quicktouch demonstrates its commitment across all the regions of Quicktouch's global presence. It also aims to create long-lasting impact across the focus areas of education, environment, and employee engagement. Quicktouch firmly believes, through technology and innovation, Quicktouch can add significant values to the communities worldwide.
The Board of Directors is responsible for overseeing the Company's Corporate Social Responsibility (CSR) activities., and the Company has framed the Policy on Corporate Social Responsibility as per the provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Further during the year no changes take place in the CSR policy.
The CSR Policy including annual action plan is available on Company's website at the link: https:// https:// www.quicktouch.co.in/csr.php
The initiatives taken by the Company on CSR during the year as per the said rules has been annexed to this Report as "Annexure 3".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report is provided in a sep?rate section of the Annual Report, offering insights into the Company's operations, performance, and future outlook. This report is in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It covers various aspects of the business under review, offering stakeholders a comprehensive understanding of the Company's strategic direction, market conditions, and financial health. This section forms an integral part of the Annual Report, ensuring transparency and informed decision-making for investors and other stakeholders.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting.
The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires.
In a separate meeting of Independent Directors held on February 29, 2024, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.
The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.
The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.
The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.
The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.
The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not partic?pate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.
The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made. The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Notes on the Changes in the Composition of the Board :
Mrs. Ayushi Sikka was appointed as a Non-Executive Independent Director on August 25, 2023, with her appointment approved by shareholders on September 29, 2023.
Mrs. Divya Kwatra joined the board as a Non-Executive Independent Director on October 27, 2023, and her appointment was approved by shareholders on December 15, 2023.
Ms. Ashima Arjun Sharma was appointed as a Whole-Time Director on July 18, 2023, and resigned on March 19, 2024.
Mrs. Pooja Aggarwal became a Non-Executive Independent Director on July 18, 2023, and resigned on October 05, 2023.
Mr. Arjun Sharma and Mr. Jitesh Sharma resigned on May 11, 2023, and June 16, 2023, respectively.
Ms. Shagun Madan and Mr. Varundeep Gupta resigned on May 31,2023, and July 19, 2023, respectively.
The frequent changes in the board composition are primarily due to directors' preoccupations and other personal or professional commitments. For instance, some directors resigned to focus on other ventures or personal reasons, leading to a need for new appointments to ensure effective governance and continuity. This dynamic reflects the company's adaptability and commitment to maintaining a strong, functional board.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
Changes in Key Managerial Personnel
Ms. Kajal Goel has been appointed as the Company Secretary and Compliance Officer, effective September 1,2023.
Mr. Arjun Sharma and Ms. Ashima Arjun Sharma were appointed as Key Managerial Personnel of the Company effective July 18, 2023. Mr. Sharma resigned from his position on May 3, 2024, while Ms. Sharma resigned on March 19, 2024.
Ms. Sonali Mathur, Company Secretary and Compliance Officer, resigned for personal reasons and was relieved of her duties effective close of business on July 3, 2023.
DIRECTOR RETIRING BY ROTATION
Pursuant
to the provisions of Section 152 the Companies Act, 2013 and the Articles of Association of the Company, Ms. Madhu (DIN: 07587793), Director of the Company retires by rotation and being eligible offer herself for re-appointment in the 11th Annual General Meeting of the Company. The details of Directors being recommended for re-appointment as required is contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015 the Company has adopted a Vigil Mechanism/Whistle Blower Policy for Directors and employee to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. This policy is made available on the Company's website www.quicktouch.co.in. During the year, no complaint pertaining to the company was received under the Whistle Blower mechanism.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as Annexure - A to this Report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. I n terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at compliance@quicktouch.co.in.
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The management of the Company greatly benefits from the guidance, support, and mature advice of the Board of Directors, who also serve on various committees. The Board comprises directors with diverse skills and rich experience, enhancing the quality of performance of its members.
For the selection of any Director, the Nomination and Remuneration Committee identifies individuals of integrity who possess the relevant expertise, experience, and leadership qualities required for the position. The Committee ensures that candidates meet the necessary criteria regarding qualifications, positive attributes, independence, age, and other requirements as specified by the Act, Listing Regulations, or other applicable laws.
The objective of this policy is to serve as a guiding framework for appointing qualified individuals as directors on the Company's Board of Directors ("Directors"), Key Managerial Personnel ("KMP"), recommending their remuneration, and evaluating their performance.
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has developed a policy on the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Managerial Personnel. This includes criteria for determining qualifications, positive attributes, independence of a Director, and other matters mandated under Section 178 (3) of the Act and the Listing Regulations.
The Board of Directors has established a policy that provides a framework for the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. This policy also outlines the criteria for the selection and appointment of Board Members and emphasizes the importance of Board diversity. The Company acknowledges the benefits and importance of having a diverse Board of Directors in terms of skill sets and experience. The Company has an optimal mix of executive and non- executive, independent directors, and a woman director. Further during the year no changes take place in the policy, the relevant policy(ies) have been uploaded on the Company's website and can be accessed through the link at https://www.quicktouch.co.in/investor.php.
COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS
In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.
All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on March 31,2024. and a declaration to this effect signed by the Managing Director. Any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at compliance@quicktouch.co.in.
DISCLOSURE OF ACCOUNTING TREATMENT
The Financial Statement of the Company for the fiscal year 2023-24 has been prepared in accordance with the applicable accounting principles in India, as prescribed under Section 133 of the Companies Act, read in conjunction with the rules made thereunder.
As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.
DISCLOSURE ON RELATED PARTY'S TRANSACTIONS
All related party transactions entered into during the financial year 2023-2024 were conducted on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions with related parties that could potentially conflict with the interests of the Company.
These transactions comply with the Accounting Standards issued by the ICAI, and further details are provided in the notes to the Financial Statements. All related party transactions are submitted to the Audit Committee for approval in accordance with the Company's Related Party Transactions Policy, as approved by the Board. The policy is available on the Company's website and can be accessed through the link at https://www.quicktouch.co.in/investor-relations/policy.php
Since all related party transactions for the financial year were conducted on an arm's length basis and in the ordinary course of business, and there were no material related party transactions as per the Related Party Transactions Policy, therefore the requirement for AOC-2 is not applicable.
The details of the transactions with related parties are included in the notes to the accompanying financial statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanations for any material departures.
b. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as of March 31,2024, and the profit of the Company for the year ended March 31, 2024.
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
d. The annual accounts have been prepared on a going concern basis.
e. Proper internal financial controls have been followed by the Company, and such internal financial controls are adequate and were operating effectively.
f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.
POLICY AGAISNT SEXUAL HARASSMENT
Your Company has always prioritized providing a safe and harassment-free workplace for every individual working within its premises through various interventions and practices. The Company ensures that the work environment at all its locations fosters fair, safe, and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, regardless of gender or seniority, and strictly prohibits discrimination and harassment of any kind.
The Company has adopted a policy for the Prevention, Prohibition, and Redressal of Sexual Harassment of Women at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company complies with the provisions relating to the constitution of an Internal Complaints Committee (ICC) under the POSH Act. All employees, including permanent, contractual, temporary, and trainees, are covered under this policy.
The ICC is established to address complaints regarding sexual harassment, ensuring a thorough and fair process for all parties involved. I am pleased to report that no cases of sexual harassment were reported during the year under review, reflecting the effectiveness of our ongoing commitment to maintaining a respectful and inclusive workplace.
The details of the complaints received during the year under review were as follows:
PREVENTION OF INSIDER TRADING
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and its amendments, the Board has developed and implemented a Code of Conduct to regulate, monitor, and report trading by designated and other connected persons. Additionally, a Code of Practices and Procedures ensures the fair disclosure of Unpublished Price Sensitive Information (UPSI). The trading window is closed during the announcement of results and the occurrence of any material events, as specified in the code. This information is available on the Company's website at https://www.quicktouch. co.in/investor-relations/policy.php.
Furthermore, in compliance with Regulation 3 of the PIT Regulations, the Company maintains a structured digital database (SDD) using The PIT Archive Compliance Software. This system records the sharing of UPSI with various parties on a need-to-know basis for legitimate purposes, capturing all required information with date and time stamps.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.
CORPORATE GOVERNANCE
As a responsible corporate citizen, your company places the highest importance on exemplary corporate governance practices and consistently acts in the best interest of its stakeholders. In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted appropriate standards for corporate governance. The Company is not required to comply with certain provisions of these regulations.
DISCLOSURE ON SECRETARIAL STANDARDS
Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
MANAGING DIRECTOR AND CFO CERTIFICATE
The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
OTHER DISCLOSURES
Other disclosures with respect to Board's Report as required under the Act, Rules notified thereunder and Listing Regulations are either NIL or Not Applicable.
No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year as at the end of the financial year.
Further, we hereby confirm that no corporate action has been pending for implementation as at the end of the financial year.
ACKNOWLEDGEMENT AND RECOGNITION
We express our sincere gratitude to all our stakeholders, including shareholders, customers, employees, partners, and vendors, for their unwavering support and trust in our Company. Your commitment and confidence drive our growth and success.
We extend our heartfelt appreciation to the Board of Directors for their invaluable guidance and leadership, which have been instrumental in navigating the challenges and opportunities of the past year. We are also grateful to our dedicated employees, whose hard work and passion continue to be the backbone of our achievements.
Our gratitude extends to the regulatory authorities, bankers, financial institutions, and business associates for their continued cooperation and support. We are thankful for their encouragement and assistance in helping us achieve our strategic objectives.
As we look to the future, we remain committed to delivering value to all our stakeholders and continuing our journey toward sustainable growth and excellence.