To,
The Members
Quantum Build-Tech Limited,
Hyderabad.
1. INTRODUCTION :
Your Board of Directors (‘Board') have pleasure in presenting their Twenty Sixth (26th) Annual Report on the business and operations of the Company and the Audited Financial Statements and developments for the financial year ended on 31st March, 2024.
2. FINANCIAL SUMMARY :
During the year under review, financial performance of your company is as under:
(Amount In Lakhs)
Particulars
Year ended on 31.03.2024
Year ended on 31.03.2023
Revenue from operations
-
Other Income
0.05
Total Income
_
Less: Total Expenses
29.97
39.41
Profit / (Loss) before Taxation / Exceptional Item
(29.92)
(39.41)
Less: Exceptional Item
Profit / (Loss) after tax / after Exceptional Item
Profit / (Loss) C/F to the Next Year
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** -
* CS Mrs. Vinda M has resignedfrom the post w.e.f. 29.02.2024.
**CS Mrs. Deshna Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 27.06.2024
B. Declaration by Independent Directors:
In accordance with Sub-section (7) of Section 149 of the Companies Act, 2013 (hereinafter called as "The Act"), the Independent Directors on your Board have given a Declaration that they meet the criteria of Independence as provided in sub section (6) of Section 149 of the Act. There has been no change in terms and conditions of appointment of Independent Directors, the Policy relating to their appointment is available on the website of the Company www.quantumbuild.com.
During the year under review, a separate meeting of Independent Directors of the Company without the presence of non-independent directors and members of the management and all the independent directors were present in the meeting held on 12th February, 2024 in Compliance with the Regulation 25 of SEBI (LODR) Regulations 2015 in which the following matters were considered:
i. Review of the performance of all the non-independent directors and the Board as a whole.
ii. Review of the performance of the Chairman of the Company, taking into accounts the views of Executive Directors and Non-Executive Directors; and
iii. Assessment of quality, quantity, and timeliness of flow of information among the Company, management, and the Board, which is necessary for the Board to perform their duties effectively and reasonably.
C. Board Evaluation:
The Board of Directors has carried out an Annual Evaluation of its own performance and has devised a Policy on Evaluation of performance of Board of Directors, Committees and Individual Directors, pursuant to the provisions of the Act, the Corporate Governance requirements and as prescribed by Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Extract of the Policy on Evaluation of Performance of the Board, its Committees and individual Directors, is available on the website of the Company www.quantumbuild.com.
D. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR:
Your Company has always considered sound advice from the Board and Senior Management as invaluable assets of the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.
The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director is to determine the qualifications, positive attributes, and independence of a director.
The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes and Independence of a Director are placed on the Company's website www.quantumbuild.com.
11. ANNUAL RETURN:
The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual ReturnForm No. MGT-7 will be available on the website of the Company www.quantumbuild.com. and the web link for the same is www.quantumbuild.com/investors.php
12. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Act, your directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the Financial Year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
f) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information. The details in respect of Internal Financial Controls are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.
14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:
As per the provisions of Section 139 of the Companies Act, 2013 M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No. 006631S), were re-appointed as Statutory Auditors of the Company by the members / shareholders in the Annual General Meeting held on 28thSeptember 2022 for 5 consecutive years, for issuing the Audit report on the Financial position of the Company.The Board has recommended at the ensuing Annual General Meeting.
M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No 006631S),Statutory Auditors of the Company issued Auditors Report for the financial year ended 31st March, 2024 which is with unmodified opinion (unqualified). The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.
The auditors' report does not contain any qualifications, reservations, or adverse remarks.
15. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS. Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad, to conduct the Secretarial Audit of the Company for the financial year 2023- 24.The Report contains details of delays in compliance of SEBI (LODR) 2015, and penalties imposed by BSE Ltd during the year. The same are factual details and do not require any comments from the Directors.
The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2023-24 in Form MR-3 as Annexure-I forms a part of this Report.
16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.
17. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IFANY:
During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.
19. CREDIT RATING OF BORROWING:
Your Company is not required to obtain nor it has obtained any Credit Rating from ICRA or CRISIL- Credit Rating Agency .
20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
During the year, N ONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
21. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (Mr. G. Satyanarayana), Managing Director of the Company to the median remuneration of the employees is Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2023-24.
22. STATUS OF LITIGATIONS :
Mrs. Kodali Vijaya Rani, Promoter Director of the Company has filed a petition under Section 421 of Companies Act, 2013 with National Company Law Appellate Tribunal (NCLAT) at Chennai against 7 shareholders vide Petition No. 59 of 2022 arising out of the NCLT Order dt 15.06.2022 in CP No.240/241/HDB/2020. Matter was listed on 22.07.2024 and further adjourned for hearing on 04.10.2024.
An FIR has been registered by Mr. G.Satyanarayana in the capacity of Managing Director of Quantum Build-Tech Ltd vide FIR No.182 of 2020 U/s 420 IPC of CCS at Hyderabad against Accused Mr. Aveena Gudapati & other 7 Shareholders of Necx Pvt Ltd.During the course of Investigation the case is finally referred as "Lack of Evidence" and filed final report vide SR No.3221 of 2021 dt 31.05.2021.
Further the complainant filed a Protest Petition vide Crl M.P No.2307 of 2022, on the above Protest Petition the Hon'ble XII Addl Chief Metropolitan Magistrate Court, at Nampally made an Order on 21.10.2023 and issued a memo vide Dis No.2026/XII ACMM/HYD/2023 dt 17.11.2023 and directed the Investigating Agency to proceed
further investigation in this case on proper lines and submit the report.In pursuance to the above orders, the Dy. Commissioner of Police, CCS, DD, Hyderabad entrusted the case for further investigation. As per the Investigation conducted sofar the offence established against the accused Mr. Aveena Gudapati & other 7 Shareholders of M/s. Necx Pvt Ltd and as such a Charge Sheet is being filed on 27.07.2024 against the accused A1-A7.
Company has filed a case under Negotiable Instruments Act vide Case No. 1290 of 2021 in the Court of VIII Metropolitan Magistrate for Cheque Bounce on Mr K. Phaneendra Kumar Proprietor of M/s. Sri Sai Techno Fab for Rs 2,00,00,000/- with interest and the case is posted to 30.08.2024 for the purpose of Defense Evidence.
Company has filed a case under Negotiable Instruments Act vide Case No. 1283 of 2021 in the Court of VIII Metropolitan Magistrate for Cheque Bounce on P.Krishna Prasad Proprietor of M/s. P R Consultancy for Rs. 1,00,00,000/- with interest and the case is posted to 30.08.2024 for the purpose of Defense Evidence.
Your company has received a GST Order for Financial year 2018-19, for payment of Tax. The Company has filed an appeal before the "Appellate Joint Commissioner (ST)", Secunderabad Division on 15.07.2024.
23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has placed an Anti-Sexual Harassment policy in line with the requirement of the Sexual harassment of Woman at Workplace (Prevention, prohibition and redressal) Act, 2013. There have been NIL complaints of such nature during the period under review.
24. RISK MANAGEMENT:
Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Company's stocks and insurable assets like furniture & fixtures, vehicles etc have been adequately insured against major risks.
The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity.The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.
In the opinion of the Board, following are risks involved in the industry:
a. High Interest rate.
b. Fluctuation in prices of building materials.
c Competitive Risk due to entry of many players in local market.
d. Operational Risk of market saturation.
e. Stringent regulatory framework.
f. Slow Disbursement of approvals.
25. ESTABLISHMENT OF VIGIL MECHANISM:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.
Whistle Blower Policy of your Company is available on the website of the Company www.quantumbuild.com
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company in its ordinary course of business has entered Contract/Arrangement and paid / provisioned rent of premises amounting to Rs. 1,14,000/- (Rupees One Lakh Fourteen Thousand only) to the Director during the financial year 2023-24. The transaction is on Arm's Length basis. In pursuant to Sec. 188(1) of the Companies Act, 2013, Form AOC-2 is annexed herewith as Annexure - III.
27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.
The Company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year under review, the Company's performance does not attract the provisions set out under Section 135 of the Companies Act, 2013 read with rules made thereunder. Hence, the compliances to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable.
29. CORPORATE GOVERNANCE:
Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the Company.
The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. The said Code of Conduct is available on Company's Website, www.quantumbuild.com
A report on Corporate Governance pursuant to Regulation 34 (3) of the SEBI Listing regulations, covering amongst other details of Meetings of the Board and Committees along with a Certificate for compliance with the Corporate Governance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, issued by CS. Ajay Suman Shrivastava, a Practicing Company Secretary, forms part of the Annual Report.
30. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted Nomination and Remuneration Committee of Directors in accordance with the requirements of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015. The details are given in the Corporate Governance report attached hereto.
31. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company as on date.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate, till the date of this report.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:
TECHNOLOGY ABSORPTION:
1. The effors made towards technology absorption.
Since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.
2. The benefits derived like product improvement, cost reduction, product development or import substitution.
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) the details of technology imported the year of import;- whether the technology been fully absorbed:- if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
4. The expenditure incurred on Research and Development.
NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars of foreign currency earnings and outgo during the financial year are NIL.
34. PREVENTION OF INSIDER TRADING:
The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at www.quantumbuild.com.
CONSERVATION OF ENERGY :
1. The steps taken or impact on conservation of energy.
Your Company requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
2. The steps taken by the company for utilizing alternate sources of energy.
3. The capital investment on energy conservation equipments.
35. LISTING:
The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd). The Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. There have been some instances of delay in compliance as reported elsewhere in the Annual Report.
36. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation and sincere thanks to all government agencies, banks, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Company's progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.
Annexure - I
Form MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
QUANTUM BUILD-TECH LIMITED
8-1-405/A/66 Dream Valley,
Near O.U. Colony, Shaikpet,
Hyderabad-500008, Telangana.
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by QUANTUM BUILD-TECH LIMITED(CIN: L72200TG1998PLC030071) (herein called the QBL / Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit for the period, both physical and remotely, I hereby report that in my opinion, the Company, Quantum Build-Tech Limited, during the audit period covering the financial year ended on 31st March, 2024, has complied with the statutory provisions listed hereunder, except specifically stated and also that the Company has proper Board processes and compliance-mechanisms in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31stMarch,2024 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; as applicable during the period under review
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended; Not applicable to the Company during the period under review as no further issue has been made.
d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not applicable to the Companyfor the period under review.
e) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 and SDD requirement compliance.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with its members;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not applicable to the Companyfor the period under review.
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
Not applicable to the Companyfor the period under review.
i) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations 2021: Not applicable to the Companyfor the period under review,
j) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as Amended with some delays in specific compliance during the period,
k) Other regulations and circulars/guidelines issued thereunder; (as applicable)
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
ii. SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended.
During the Audit period under review and as per the clarification, representations provided by the Management in writing and oral in the Secretarial Audit checklist prepared by me, I confirm that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreement, SEBI notifications and following actions were taken by the Regulators during the year under review:
a) The following are the details of actions taken against the listed entity/ its promoters / directors / material subsidiaries
either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts / Regulations and circulars / guidelines issued thereunder:
Sr. No. Compliance Requirement (Regulations / circulars / guidelines including specific clause)
Deviations
Observations / Remarks
1. Nil
Nil
NA
NOTE: The Annual Listing Fees paid with delay due to reconciliation issues with BSE Ltd.
No penal action taken by BSE against the Company for the delay.
b) The Company has taken the following actions to comply with the observations made in previous reports :
Sr. No. Observations of the Practicing Company Secretary in the previous reports
Observations made in the secretarial compliance report for the year ended 31.03.2023
Actions taken by the listed entity, if any
Comments of the Practicing Company Secretary on the actions taken by the listed entity
1. Regulation 24A — Filing of Annual Secretarial Compliance Certificate
Delayed Compliance. Filed with a delay of One day
Has been complied with.
Penalty imposed Rs. 2360/-(Amount of Rs. 2000/- + GST 360) Penalty amount paid on 16.07.2022.
Satisfactory compliance has been done.
I further report that, during the period under review,
i. The Petitioner- Director preferred an Appeal before the hon'ble National Company Law Appellate Tribunal at Chennai against the order for dismissal of petition u/s 241. The matter is under hearing at NCLAT as at the year end.
I further report that
• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Two of the Independent Directors who had completed their term during the year and were reappointed for a further term. One of the Independent Director has attained the age of 75 years and his re-appointment was duly approved in the Annual General meeting held on 28.09.2022.
• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
• Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.
I further report that compliance of applicable financial laws including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.
I further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that, the Company being in the real estate and construction business, the Company is subject to the compliance of provisions of such acts like, Housing Board Act, 1965, Transfer of Property Act, 1882, Building and other Construction Workers' (Regulation of Employment and conditions of services) Act, 1996 and prevalent Labour Laws.During the period under review, all the compliances regarding to the said acts and laws are duly complied with, wherever applicable.
Further, this report is to be read with the letter of even date as attached in Annexure -A and forms part of this report.
‘ANNEXURE - A '
Near O.U Colony, Shaikpet,
Hyderabad- 500008, Telangana.
This letter is to be read with the report even date and forms an integral part of this Secretarial Audit report for the year
ended 31st March 2024:
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Annexure - II
SECRETARIAL COMPLIANCE REPORT OF QUANTUM BUILD-TECH LIMITED FOR THE YEAR ENDED 31st MARCH, 2024
[Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.]
8-1-405/A/66 Dream Valley, Near O.U. Colony,
Shaikpet,
Hyderabad-500008, Telangana
I have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by QUANTUM BUILD-TECH LIMITED ("the listed entity") (having BSE Scrip Code -538596 and CIN: L72200TG1998PLC030071), having registered office at 8-1-405/A/66, Dream Valley, Near O.U. Colony, Shaikpet, Hyderabad- 500 008, Telangana. The Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on 31st March, 2024, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I Ajay Suman Shrivastava, have examined:
a) all the documents and records made available to us and explanations provided by Quantum Build-Tech Limited
("the listed entity")
b) the filings / submissions made by the listed entity to the stock exchanges,
c) website of the listed entity,
d) any other document / filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2024 ("Review Period") in respect of compliance with the provisions of:
a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars / guidelines issued thereunder, have been examined, include:-
a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - (Not applicable to the Company during the period under review);
e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(Not applicable to the Company during the period under review);
f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the period under review);
g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
i) other regulations and circulars / guidelines issued thereunder; (as applicable)
and based on the above examination, I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:
(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. No. Observations/ Remarks Of the Practicing Company Secretary in the previous reports
Observations made in the secretarial compliance report for the year ended 31.03.23
Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)
Details of violation / deviations and actions taken / penalty imposed, if any, on the listed entity
Remedial actions, if any, taken by the listed entity
Comments of the PCS on the actions taken by the listed entity
Re
marks
NIL during the review period.
I (a) The listed entity has complied with the provisions of the above Regulations and circulars / guidelines issued thereunder, except in respect of matters specified below:
Sr. No. Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)
Regulation/
Circular
No.
Action taken by SEBI/ BSE/ NSE
Type of Action
Details of Violation
Fine
Amount
Observations/ Remarks of the Practicing Company Secretary
Management
Response
1. Filing of Annual Secretarial Compliance Report on the day of adoption by Board
Regl 24A
Filed with
ONE day delay
BSE
Monetary
penalty
ASC
adopted
on
30.05.2022. Filed with BSE on 01.06.2022
Rs. 2000 + GST Total Rs. 2360/-
Penalty was duly paid
One day delay due to
technical
reason
2. Delay in payment of Annual Listing Fees
Regl-11
Notices
received
Delay
in
payment
Due to reconciliation of earlier payment delayed from BSE
II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
Sr. No. Particulars
Compliance Status (Yes/No/ NA)
Observations / Remarks by PCS*
1. Compliances with the following conditions while appointing /re-appointing an auditor
i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review / audit report for such quarter; or
NA since there is no such
There is no such instance
ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the next quarter; or
instance during the period
during the period
iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.
under review.
2. Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee:
a. In Case of any concern with the management of the listed entity/material
during the period under review;
subsidiary such as non-availability of information / non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings.
b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to nonreceipt of information / explanation from the company, the auditor has informed the Audit Committee the details of information/ explanation sought and not provided by the management, as applicable.
c The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor.
There is no such instance during the period under review;
ii. Disclaimer in case of non-receipt of information:
The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.
There is no such instance during the period under review.
3. The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular CIR/ CFD/ CMD1/114/2019 dated 18th October, 2019.
No Subsidary exists.
III. The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-
1. Secretarial Standards:
Yes, to the
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.
extent applicable
2. Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities
Yes
• All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations / circulars / guidelines issued by SEBI
3. Maintenance and disclosures on Website:
• The listed entity is maintaining a functional website
• Timely dissemination of the documents/ information under a separate section on the website
• Web-links provided in annual corporate governance reports under Regulation
27(2) are accurate and specific which re- directs to the relevant document(s)/ section of the website
4. Disqualification of Director:
None of the Director(s) of the Company is / are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.
5. Details related to Subsidiaries of listed entities have been examined w.r.t.: (a) Identification of material subsidiary companies
No
subsidiaries exist for the
(b) Disclosure requirement of material as well as other subsidiaries
Company.
6. Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.
7. Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year /during the financial year as prescribed in SEBI Regulations.
8. Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or
(b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved /ratified /rejected by the Audit Committee, in case no prior approval has been obtained.
9. Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.
10. Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any:
Fine of Rs.
No action(s) has been taken against the listed entity / its promoters / directors / subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars / guidelines issued thereunder except as provided under separate paragraph herein (**).
2000 + GST imposed and paid for the year 2023 ASC filing.
12. Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation / circular / guidance note etc.
Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.
Aiinexure - iii
FORM AOC -2
Disclosure of Particulars of Contracts / Arrangements entered into with related parties under Section 188(1) of the Companies Act, 2013 including certain arm's length transaction thereto
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]
I. Details of contracts or arrangements or transactions not at Arm's length basis:
S.No. Particulars
Details
1. Name (s) of the related party & nature of relationship
2. Nature of contracts / arrangements / transaction
3. Duration of the contracts / arrangements / transaction
4. Salient terms of the contracts or arrangements or transaction including the value, if any
5. Justification for entering into such contracts or arrangements or transactions'
6. Date of approval by the Board
7. Amount paid as advances, if any
8. Date on which the special resolution was passed in General meeting as required under first proviso to section 188
II. Details of contracts or arrangements or transactions at Arm's length basis:
1 Name (s) of the related party & nature of relationship
Mrs. Kodali Vijaya Rani - Director
2 Nature of contracts / arrangements / transaction
Payment of Rent
3 Duration of the contracts / arrangements / transaction
Regular on year to year basis
4 Salient terms of the contracts or arrangements or transaction including the value, if any
The Company in its ordinary course of business has entered into Contract / Arrangement and paid / provisioned rent of premises amounting to Rs. 1,14,000/- (Rupees One Lakh Fourteen Thousand only) to the Director during the financial year 2023-24. The transaction is on Arm's Length basis.
5 Date of approval by the Board
12-04-2019
6 Amount paid as advances, if any
Annexure - IV
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para - C Sub clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
Quantum Build-Tech Limited
8-1-405/A/66 Dream Valley, Near O.U Colony, Shaikpet,
Hyderabad, Telangana - 500008.
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Quantum Build-Tech Limited having CIN: L72200TG1998PLC030071 and BSE Code: 538596, having registered office at 8-1-405/A/66, Dream Valley, Near O.U Colony, Shaikpet, Hyderabad, Telangana, India - 500008. (hereinafter referred to as ‘the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Sr.No. Name of Director
DIN
Date of Appointment/ Re-appointment
1. Mr. Guduru Satyanarayana
02051710
01/08/2019
2. Mr. Prabhakar Reddy Kyatham*
00966105
04/12/2020
3. Mr. Saraswathi Kumar Kanduri
02788086
28/09/2022
4. Mr. Ramreddy Sripathi*
06390971
5. Mrs. Kodali Vijaya Rani
00102286
* Both the Directors have resigned wef 12.08.2024. New Directors also appointed.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.