About
Quess Corp Ltd
Quess Corp Ltd, India's leading integrated business services provider was established in September 19th, 2007. The company is engaged in the business of providing services in global technology solutions, people and services, integrated facility management, industrials and Internet business. Headquartered in Bengaluru, the company has a pan-India presence with 83 offices, as well as operations in North America, South America, the Middle East and South East Asia. Quess serves over 1,700 clients worldwide. Quess Corp was promoted earlier by Fairfax Financial Holdings through its Indian subsidiary, Thomas Cook India Ltd (TCIL) and Mr. Ajit Isaac, Chairman & MD.
In 2008, Quess Corp acquired Avon Facility Management Services Ltd, which helped it start a new line of business in the facility management space. In 2009, Quess Corp acquired Coachieve Solutions Private Limited, a Human Resource Solutions company which expand Quess Corp' offerings into the HR solutions space. In 2010, Quess Corp ventured into the high-margin business of professional IT Staffing with the acquisition of Magna Infotech.
In 2013, Quess Corp secured a strategic investment from Fairfax Financial Holdings. Fairfax invested in Quess through their Indian subsidiary, Thomas Cook India Limited.
In 2014, Quess Corp acquired Hofincons Infotech & Industrial Services ltd Bangalore to set up a new business segment in the Industrial Asset Management space. On 17 September 2014, Quess Corp signed a definitive agreement to acquire Brainhunter (Zylog Systems (Canada) Limited), subject to statutory and regulatory approvals. Brainhunter headquartered in Toronto (Canada), is a leading IT and Engineering professional firm, employing about 700 professionals and with revenues of about USD 80 million.
On 13 February 2015, Quess Corp announced the signing of a definitive agreement to acquire Aramark India Pvt Ltd (Aramark India) from Aramark, subject to statutory and regulatory approvals. Based out of Mumbai, Aramark India is a facility management company with niche offerings in hospitality and healthcare facility management. The company has operations in more than 80 sites pan-India and with a workforce of over 2,500 employees spread across 9 states. Aramark India services several marquee clients, many of whom are amongst India's leading conglomerates. This acquisition will strengthen Quess' position as a leading pan India facilities management player with an integrated service offering spanning soft and hard services, pest control and catering.
On 1 January 2016, Quess Corp Ltd. announced the completion of the acquisition of MFXchange holdings Inc (MFX) from Fairfax Financial Holdings Limited (Fairfax) with the purchase of the remaining 51% stake in the company pursuant to the terms of a share purchase agreement that was entered into Fairfax on 3 November 2014. Quess had earlier acquired a 49% stake in MFX from Fairfax in November 2014 under the Purchase Agreement. Based out of Morristown, NJ (US), MFX is leading provider of hosted information technology applications and outsourcing solutions for the US commercial property and casualty insurance industry. The acquisition is expected to strengthen Quess' Global Technology Solutions business segment due to MFX's presence in the niche insurance focused IT Products and Solutions space in North America.
Quess Corp Ltd undertook an initial public offer of equity shares and subsequently its equity shares were listed on the Bombay Stock Exchange (BSE) and National Stock Exchange on 12 July 2016.
On 19 October 2016, Quess Corp announced that it has entered into a definitive agreement to acquire a 49% stake in Terrier Security Services (India) Private Limited (Terrier), marking its entry into the manned guarding and security solutions business. With a track record of over 27 years, Terrier is among the leading providers of manned guarding services in India. In addition, Terrier also provides training services for security personnel and electronic security solutions to clients.
In 2017, Quess Corp expanded its geographical footprint by acquiring Comtel Solutions Pte. Ltd. - a market leader in IT Staffing in Singapore. Comtel is one of Singapore's largest independent staffing companies with services offered across staffing solutions, managed services solutions, and recruitment and search services with operations across Malaysia and Indonesia.
During the financial year ended 31 March 2018, Quess Corp successfully closed its first Institutional Placement Programme (IPP) and rose about Rs 874 crore of stock and through this process added some marquee investors as its shareholders. The IPP was priced at Rs 800 per share.
On 25 October 2017, Quess entered into an agreement to acquire 70% equity in Vedang Cellular Services Private Limited. Quess completed this acquisition for a consideration of Rs 40 crore on 10 November 2017. Vedang plans, designs and optimizes telecom cell sites and also installs active components on cellular towers and their O&M. It is one of the largest players in the telecom network operations and maintenance space with strong industry relations, superior service offerings and deep technical capabilities.
On 20 November 2017, Quess entered into an agreement to acquire 51% stake in Conneqt Business Solutions Limited (formerly known as Tata Business Support Services). Quess paid Rs 153 crore cash consideration for this acquisition. The transaction was closed on 27 November 2017. Headquartered in Hyderabad, Conneqt is among India's premier Customer Experience (CX) management companies, with over ten years of sectoral expertise.
On 30 Novembers 2017, National Company Law Tribunal (NCLT) approved the Scheme of Merger of the facilities management business of Manipal Integrated Services (MIS) into Quess Corp with effect from 1 December 2016. Pursuant to NCLT approval, Quess issued 71.49 lakh equity shares to equity shareholders of MIS as part of the remaining consideration. This strategic acquisition gave Quess a strong foothold in the rapidly growing healthcare and education facility management space and helped Quess become a leading integrated facility management provider in the country.
On 24 January 2018, Quess announced to acquire 90% stake in Greenpiece Landscapes India Private Limited for a cash consideration upto Rs 26 crore. This consideration was subject to adjustments based on future performances of the company. The transaction was closed on 8 May 2018. Greenpiece is a leading end-to-end design and landscaping services firm catering to marquee corporate, industrial and real estate firms in India and abroad.
On 31 January 2018, Quess announced to acquire 100% stake in Monster India and its business in South East Asia and the Middle East for a cash consideration of USD 14 million on a debt-free cash-free basis. The transaction was closed on 8 February 2018. Monster, a leading online career and recruitment resource with its cutting-edge technology, provides relevant profiles to employers and relevant jobs to jobseekers across industry verticals, experience levels and geographies.
On 31 January 2018, Quess announced to acquire 100% stake in HCL Computing Products Limited, which further acquired Care Business of HCL Services Limited, a subsidiary of HCL Infosystems Limited. The consideration was Rs 30 crore (on a debt-free cash-free basis) via a combination of primary and secondary payouts. The transaction was closed on 11 April 2018. Post-acquisition, the acquired business has been re-branded as DigiCare' to give it a distinct and unique corporate identity in the Consumer Services space. DigiCare is one of the leading after-sales service providers for product categories such as mobile phones, consumer electronics and consumer durables in the customer lifecycle management space.
The Board of Directors of Quess Corp Limited (Quess) at its meeting held on 23 April 2018 approved the Scheme of Arrangement whereby the Human Resource business of Thomas Cook (India) Limited (TCIL) along with TCIL's investment in Quess will be demerged to Quess through an NCLT process. This is subject to regulatory approvals. Pursuant to the scheme, TCIL shareholders will receive 1,889 equity shares of Quess (of Rs 10 each) for every 10,000 equity shares (of Rs 1 each) held in TCIL. This arrangement will primarily lead to the overall public shareholding in Quess increasing from approximately 28% to 45%, resulting in a more diverse shareholder base with higher liquidity for Quess shares in the capital market. Existing promoter of TCIL, Fairbridge Capital Mauritius Limited, would be classified, as the promoter of Quess and this would further add strategic value for Quess going forward.
Thomas Cook (India) Limited (TCIL) ceased to be the parent company and Fairfax Financial Holding Limited (FFHL) ceased to be the ultimate holding company of Quess Corp Limited with effect from 1 March 2018.
Subsequent to 31 March 2019, the Company ('PAC') through its subsidiary Conneqt Business Solutions Limited ('Acquirer') has entered into a Share Purchase Agreement ('SPA') with Mr. Ramamoorthy Jagadish and Mr. Adisheshan Saravanan ('SPA1') and First Carlyle Ventures Mauritius ('SPA2') and shareholders of Allsec Technologies Limited ('Target') to acquire 1,33,11,060 fully paid equity shares. On 17 April 2019, the Acquirer has entered into a SPA with SPA1 to acquire 53,87,155 shares at Rs 320.00 per share amounting to Rs 17,238.90 lakhs and with SPA2 to acquire 39,61,940 shares at Rs 250.00 per share amounting to Rs 9,904.85 lakhs. Pursuant to Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ('SEBI SAST Regulations') the Acquirer along with the PAC have made a Public Announcement ('PA') for Open Offer ('Offer') to the shareholders of the Target Company to acquire up to 39,61,965 fully paid equity shares of Rs 10.00 each at a price of Rs 320.00 per share, payable in cash. On 3 May 2019 the Draft Letter of Offer is filed with Securities and Exchange Board of India ('SEBI'). The Acquirer and the PAC have appointed Axis Capital Limited as the Managers to the Open Offer, in terms of Regulation 12 of the SEBI SAST Regulations.
Subsequent to 31 March 2019, the Board of Directors of the Company at its meeting held on 17 April 2019, considered and approved additional investment of (a) Rs 19,310.00 lakhs by way of subscription to equity shares to be issued and allotted by Conneqt Business Solutions Limited ('CBSL') ('the Equity Subscription') and (b) Not exceeding Rs 21,000.00 lakhs by way of subscription to compulsorily convertible debentures ('CCDs') to be issued and allotted by CBSL. Pursuant to the Equity Subscription, the total shareholding of the Company in CBSL will increase from 51.00% to 70.00%. The foregoing shareholding of Quess in CBSL may further increase on conversion of the CCDs.
Subsequent to 31 March 2019, on 7 May 2019 the Company acquired balance 10.00% equity stake in GLIPL at a consideration of Rs 280.00 lakhs and GLIPL has become 100.00% subsidiary of the Company.
On October 25, 2018 the Board of Directors had accorded its approval for merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited) with Quess.
As on 31 March 2019,the company has 16 domestic,18 overseas subsidiaries,2 domestic associate and 3 overseas associate companies under its roof.
Pursuant to the order dated 28 June 2019 of the Hon'ble National Company Law Tribunal ('NCLT'), Bengaluru Bench, sanctioning the Composite Scheme of Arrangement and Amalgamation ('Scheme') amongst Thomas Cook (India) Limited ('TCIL') and Travel Corporation (India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess Corp Limited and their respective Shareholders and Creditors, the Company obtained the approval of Shareholders and Creditors on 20 August 2019. The Scheme was sanctioned by the Hon'ble NCLT, Mumbai Bench and Hon'ble NCLT, Bengaluru Bench vide their orders dated 10 October 2019 and 7 November 2019 respectively.
On 9 December 2019, the Board of Directors approved the allotment of 7,14,56,240 equity shares of the face value of Rs 10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 6 December 2019 ('Record Date') as per the share entitlement ratio, i.e., 1889 equity shares of Quess of Rs 10 each fully paid up for every 10,000 equity shares of Re. 1 each held in TCIL, as approved the Hon'ble NCLT of Mumbai and Bengaluru Bench, and also approved the cancellation and reduction of 7,13,23,496 equity shares held by TCIL.
Pursuant to Clause 32.7 of the Scheme, Fairbridge Capital (Mauritius) Limited, promoter of TCIL, became the promoter of Quess upon issuance and allotment of equity shares.
During the year 2019-20, MFX Chile SpA was dissolved on 9 December 2019.
As on 31 March 2020,the company has 13 domestic,20 overseas subsidiaries,2 domestic and 3 overseas associate companies under its roof.
The Preferential Issue Committee of the Board at its meeting held on 26 September 2019, allotted 7,54,437 equity shares by way of a private placement on preferential allotment basis to Amazon.com NV Investment Holdings LLC, a Portfolio Investor, of the face value of Rs 10/-each at a price of Rs 676/- each, including a premium of Rs 666/- per equity share aggregating to an amount of Rs 50,99,99,412/-.
During the quarter ended 30 June 2020, the Company acquired additional 25.00% stake in Terrier Security Services (India) Private Limited ('TSSIPL') for a purchase consideration of Rs 645.00 million. Consequent to the additional 25,00% acquisition, the total shareholding in TSSIPL has increased from 49.00% to 74.00% and TSSIPL has become subsidiary of the Company.
During the quarter and year ended 31 March 2020, the Company after exploring various options decided to terminate the joint arrangement with Quess East Bengal FC Private Limited ('QEBFC'), an associate of the Company after considering its long term economic viability.
During the quarter ended 30 September 2020, the Company sold Dependo Logistics Services Private Limited for a consideration of Rs I 00.00 million.
During the quaner ended 30 September, the Company entered into a Termination agreement ('Agreement') with Quess East Bengal FC Private Limited and the East Bengal Club ('Club') for terminating the shareholders agreement dated 5 July 2018 among the Company. QEBFC and the Club on mutual consent. As per the agreement, the sporting rights has hecn surrendered to the Club with effect from 16 July 2020 and the Company has acquired the balance 30 00% equity stake in QEBFC for a nominal value of' Rs 1000. On 28 July 2020 the Board of Directors had approved the proposal for voluntary liquidation of QEBFC.
During the quarter ended 31 March 2021, the Company entered into Shareholder's Agreement ('SHA'} and Share Subscription Agreement ('SSA') with Stellarslog Technovation Private Limited ('STPL') and its Shareholders to acquire equity stake in STPL. On 29 January 2021, the Company had acquired 16.12% equity stake in STPL for a consideration of Rs 20.00 million.
On 02 February 2021, the Company acquired additional 3.76% equity stake in Vedang Cellular Services Private Limited ('VCSP') at a consideration of Rs 6,97 million, pursuant to the clauses relating to NCI-Put option of the Original Share purchase agreement dated 25 October 2017 among Quess Corp Limited, Vedang Radio Technology Private Limited, VCSP and Ashish Kapoor. As of 3 I March 2021, the Company holds 92.47% equity stake in VCSP.
The Company at its meeting held on 3 June 2021 and 7 July 2021, had obtained the approval from the Board for the proposed merger of Greenpiece Landscapes India Private Limited, MFX Infotech Private Limited and Conneqt Business Solutions Limited (Wholly-Owned Subsidiaries) with Quess Corp Limited, which has been filed before the Hon'ble NCLT Bengaluru Bench on 21 January 2022. The matter has been listed for hearing before the NCLT.
The Company invested Rs 80,000,000 in Stellarslog Technovation Pvt. Ltd. (TaskMo), a gig economy startup, over multiple tranches during the year, thereby increasing its stake from 16.12% to 49%, making it an associate of the Company. Further, the Board at its meeting held on 30 March 2022 approved additional investment in TaskMo for an amount not exceeding Rs. 38,400,000 which
was subsequently completed in April 2022, thereby increasing the stake of the Company from 49% to 53.91% in TaskMo.
The Board of Directors at its meeting held on 30 March, 2022 approved additional investment in Billion Careers Private Limited (BCPL), wholly-owned subsidiary for an amount not exceeding Rs. 60,000,000 in the form of equity on a rights basis at face value in BCPL. Further, at the same meeting it approved the slump sale of business undertaking consisting of Qjobs', WorQ' and Dash', blue-collar platform of Quess Corp Limited' to, BCPL, on the terms and conditions contained in the Business Transfer Agreement.
The Board at its meeting held on February 10, 2022 made additional investments in Heptagon Technologies Private Limited, thereby increasing the equity stake by 11.67% in Heptagon. With this, the Company's stake in Heptagon increased from 49% to 60.67% thereby
making Heptagon, a subsidiary of the Company w.e.f 10 February, 2022.
In 2022-23, the Company sold its 53% holding in Simpliance Technologies Private Limited effective 21 October, 2022. It invested Rs 95 Crores towards the growth of Product Led Business (PLB). It launched the protection plan business, under the brand QuessCare'.
Quess Corp Ltd
Company History
Quess Corp Ltd, India's leading integrated business services provider was established in September 19th, 2007. The company is engaged in the business of providing services in global technology solutions, people and services, integrated facility management, industrials and Internet business. Headquartered in Bengaluru, the company has a pan-India presence with 83 offices, as well as operations in North America, South America, the Middle East and South East Asia. Quess serves over 1,700 clients worldwide. Quess Corp was promoted earlier by Fairfax Financial Holdings through its Indian subsidiary, Thomas Cook India Ltd (TCIL) and Mr. Ajit Isaac, Chairman & MD.
In 2008, Quess Corp acquired Avon Facility Management Services Ltd, which helped it start a new line of business in the facility management space. In 2009, Quess Corp acquired Coachieve Solutions Private Limited, a Human Resource Solutions company which expand Quess Corp' offerings into the HR solutions space. In 2010, Quess Corp ventured into the high-margin business of professional IT Staffing with the acquisition of Magna Infotech.
In 2013, Quess Corp secured a strategic investment from Fairfax Financial Holdings. Fairfax invested in Quess through their Indian subsidiary, Thomas Cook India Limited.
In 2014, Quess Corp acquired Hofincons Infotech & Industrial Services ltd Bangalore to set up a new business segment in the Industrial Asset Management space. On 17 September 2014, Quess Corp signed a definitive agreement to acquire Brainhunter (Zylog Systems (Canada) Limited), subject to statutory and regulatory approvals. Brainhunter headquartered in Toronto (Canada), is a leading IT and Engineering professional firm, employing about 700 professionals and with revenues of about USD 80 million.
On 13 February 2015, Quess Corp announced the signing of a definitive agreement to acquire Aramark India Pvt Ltd (Aramark India) from Aramark, subject to statutory and regulatory approvals. Based out of Mumbai, Aramark India is a facility management company with niche offerings in hospitality and healthcare facility management. The company has operations in more than 80 sites pan-India and with a workforce of over 2,500 employees spread across 9 states. Aramark India services several marquee clients, many of whom are amongst India's leading conglomerates. This acquisition will strengthen Quess' position as a leading pan India facilities management player with an integrated service offering spanning soft and hard services, pest control and catering.
On 1 January 2016, Quess Corp Ltd. announced the completion of the acquisition of MFXchange holdings Inc (MFX) from Fairfax Financial Holdings Limited (Fairfax) with the purchase of the remaining 51% stake in the company pursuant to the terms of a share purchase agreement that was entered into Fairfax on 3 November 2014. Quess had earlier acquired a 49% stake in MFX from Fairfax in November 2014 under the Purchase Agreement. Based out of Morristown, NJ (US), MFX is leading provider of hosted information technology applications and outsourcing solutions for the US commercial property and casualty insurance industry. The acquisition is expected to strengthen Quess' Global Technology Solutions business segment due to MFX's presence in the niche insurance focused IT Products and Solutions space in North America.
Quess Corp Ltd undertook an initial public offer of equity shares and subsequently its equity shares were listed on the Bombay Stock Exchange (BSE) and National Stock Exchange on 12 July 2016.
On 19 October 2016, Quess Corp announced that it has entered into a definitive agreement to acquire a 49% stake in Terrier Security Services (India) Private Limited (Terrier), marking its entry into the manned guarding and security solutions business. With a track record of over 27 years, Terrier is among the leading providers of manned guarding services in India. In addition, Terrier also provides training services for security personnel and electronic security solutions to clients.
In 2017, Quess Corp expanded its geographical footprint by acquiring Comtel Solutions Pte. Ltd. - a market leader in IT Staffing in Singapore. Comtel is one of Singapore's largest independent staffing companies with services offered across staffing solutions, managed services solutions, and recruitment and search services with operations across Malaysia and Indonesia.
During the financial year ended 31 March 2018, Quess Corp successfully closed its first Institutional Placement Programme (IPP) and rose about Rs 874 crore of stock and through this process added some marquee investors as its shareholders. The IPP was priced at Rs 800 per share.
On 25 October 2017, Quess entered into an agreement to acquire 70% equity in Vedang Cellular Services Private Limited. Quess completed this acquisition for a consideration of Rs 40 crore on 10 November 2017. Vedang plans, designs and optimizes telecom cell sites and also installs active components on cellular towers and their O&M. It is one of the largest players in the telecom network operations and maintenance space with strong industry relations, superior service offerings and deep technical capabilities.
On 20 November 2017, Quess entered into an agreement to acquire 51% stake in Conneqt Business Solutions Limited (formerly known as Tata Business Support Services). Quess paid Rs 153 crore cash consideration for this acquisition. The transaction was closed on 27 November 2017. Headquartered in Hyderabad, Conneqt is among India's premier Customer Experience (CX) management companies, with over ten years of sectoral expertise.
On 30 Novembers 2017, National Company Law Tribunal (NCLT) approved the Scheme of Merger of the facilities management business of Manipal Integrated Services (MIS) into Quess Corp with effect from 1 December 2016. Pursuant to NCLT approval, Quess issued 71.49 lakh equity shares to equity shareholders of MIS as part of the remaining consideration. This strategic acquisition gave Quess a strong foothold in the rapidly growing healthcare and education facility management space and helped Quess become a leading integrated facility management provider in the country.
On 24 January 2018, Quess announced to acquire 90% stake in Greenpiece Landscapes India Private Limited for a cash consideration upto Rs 26 crore. This consideration was subject to adjustments based on future performances of the company. The transaction was closed on 8 May 2018. Greenpiece is a leading end-to-end design and landscaping services firm catering to marquee corporate, industrial and real estate firms in India and abroad.
On 31 January 2018, Quess announced to acquire 100% stake in Monster India and its business in South East Asia and the Middle East for a cash consideration of USD 14 million on a debt-free cash-free basis. The transaction was closed on 8 February 2018. Monster, a leading online career and recruitment resource with its cutting-edge technology, provides relevant profiles to employers and relevant jobs to jobseekers across industry verticals, experience levels and geographies.
On 31 January 2018, Quess announced to acquire 100% stake in HCL Computing Products Limited, which further acquired Care Business of HCL Services Limited, a subsidiary of HCL Infosystems Limited. The consideration was Rs 30 crore (on a debt-free cash-free basis) via a combination of primary and secondary payouts. The transaction was closed on 11 April 2018. Post-acquisition, the acquired business has been re-branded as DigiCare' to give it a distinct and unique corporate identity in the Consumer Services space. DigiCare is one of the leading after-sales service providers for product categories such as mobile phones, consumer electronics and consumer durables in the customer lifecycle management space.
The Board of Directors of Quess Corp Limited (Quess) at its meeting held on 23 April 2018 approved the Scheme of Arrangement whereby the Human Resource business of Thomas Cook (India) Limited (TCIL) along with TCIL's investment in Quess will be demerged to Quess through an NCLT process. This is subject to regulatory approvals. Pursuant to the scheme, TCIL shareholders will receive 1,889 equity shares of Quess (of Rs 10 each) for every 10,000 equity shares (of Rs 1 each) held in TCIL. This arrangement will primarily lead to the overall public shareholding in Quess increasing from approximately 28% to 45%, resulting in a more diverse shareholder base with higher liquidity for Quess shares in the capital market. Existing promoter of TCIL, Fairbridge Capital Mauritius Limited, would be classified, as the promoter of Quess and this would further add strategic value for Quess going forward.
Thomas Cook (India) Limited (TCIL) ceased to be the parent company and Fairfax Financial Holding Limited (FFHL) ceased to be the ultimate holding company of Quess Corp Limited with effect from 1 March 2018.
Subsequent to 31 March 2019, the Company ('PAC') through its subsidiary Conneqt Business Solutions Limited ('Acquirer') has entered into a Share Purchase Agreement ('SPA') with Mr. Ramamoorthy Jagadish and Mr. Adisheshan Saravanan ('SPA1') and First Carlyle Ventures Mauritius ('SPA2') and shareholders of Allsec Technologies Limited ('Target') to acquire 1,33,11,060 fully paid equity shares. On 17 April 2019, the Acquirer has entered into a SPA with SPA1 to acquire 53,87,155 shares at Rs 320.00 per share amounting to Rs 17,238.90 lakhs and with SPA2 to acquire 39,61,940 shares at Rs 250.00 per share amounting to Rs 9,904.85 lakhs. Pursuant to Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ('SEBI SAST Regulations') the Acquirer along with the PAC have made a Public Announcement ('PA') for Open Offer ('Offer') to the shareholders of the Target Company to acquire up to 39,61,965 fully paid equity shares of Rs 10.00 each at a price of Rs 320.00 per share, payable in cash. On 3 May 2019 the Draft Letter of Offer is filed with Securities and Exchange Board of India ('SEBI'). The Acquirer and the PAC have appointed Axis Capital Limited as the Managers to the Open Offer, in terms of Regulation 12 of the SEBI SAST Regulations.
Subsequent to 31 March 2019, the Board of Directors of the Company at its meeting held on 17 April 2019, considered and approved additional investment of (a) Rs 19,310.00 lakhs by way of subscription to equity shares to be issued and allotted by Conneqt Business Solutions Limited ('CBSL') ('the Equity Subscription') and (b) Not exceeding Rs 21,000.00 lakhs by way of subscription to compulsorily convertible debentures ('CCDs') to be issued and allotted by CBSL. Pursuant to the Equity Subscription, the total shareholding of the Company in CBSL will increase from 51.00% to 70.00%. The foregoing shareholding of Quess in CBSL may further increase on conversion of the CCDs.
Subsequent to 31 March 2019, on 7 May 2019 the Company acquired balance 10.00% equity stake in GLIPL at a consideration of Rs 280.00 lakhs and GLIPL has become 100.00% subsidiary of the Company.
On October 25, 2018 the Board of Directors had accorded its approval for merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited) with Quess.
As on 31 March 2019,the company has 16 domestic,18 overseas subsidiaries,2 domestic associate and 3 overseas associate companies under its roof.
Pursuant to the order dated 28 June 2019 of the Hon'ble National Company Law Tribunal ('NCLT'), Bengaluru Bench, sanctioning the Composite Scheme of Arrangement and Amalgamation ('Scheme') amongst Thomas Cook (India) Limited ('TCIL') and Travel Corporation (India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess Corp Limited and their respective Shareholders and Creditors, the Company obtained the approval of Shareholders and Creditors on 20 August 2019. The Scheme was sanctioned by the Hon'ble NCLT, Mumbai Bench and Hon'ble NCLT, Bengaluru Bench vide their orders dated 10 October 2019 and 7 November 2019 respectively.
On 9 December 2019, the Board of Directors approved the allotment of 7,14,56,240 equity shares of the face value of Rs 10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 6 December 2019 ('Record Date') as per the share entitlement ratio, i.e., 1889 equity shares of Quess of Rs 10 each fully paid up for every 10,000 equity shares of Re. 1 each held in TCIL, as approved the Hon'ble NCLT of Mumbai and Bengaluru Bench, and also approved the cancellation and reduction of 7,13,23,496 equity shares held by TCIL.
Pursuant to Clause 32.7 of the Scheme, Fairbridge Capital (Mauritius) Limited, promoter of TCIL, became the promoter of Quess upon issuance and allotment of equity shares.
During the year 2019-20, MFX Chile SpA was dissolved on 9 December 2019.
As on 31 March 2020,the company has 13 domestic,20 overseas subsidiaries,2 domestic and 3 overseas associate companies under its roof.
The Preferential Issue Committee of the Board at its meeting held on 26 September 2019, allotted 7,54,437 equity shares by way of a private placement on preferential allotment basis to Amazon.com NV Investment Holdings LLC, a Portfolio Investor, of the face value of Rs 10/-each at a price of Rs 676/- each, including a premium of Rs 666/- per equity share aggregating to an amount of Rs 50,99,99,412/-.
During the quarter ended 30 June 2020, the Company acquired additional 25.00% stake in Terrier Security Services (India) Private Limited ('TSSIPL') for a purchase consideration of Rs 645.00 million. Consequent to the additional 25,00% acquisition, the total shareholding in TSSIPL has increased from 49.00% to 74.00% and TSSIPL has become subsidiary of the Company.
During the quarter and year ended 31 March 2020, the Company after exploring various options decided to terminate the joint arrangement with Quess East Bengal FC Private Limited ('QEBFC'), an associate of the Company after considering its long term economic viability.
During the quarter ended 30 September 2020, the Company sold Dependo Logistics Services Private Limited for a consideration of Rs I 00.00 million.
During the quaner ended 30 September, the Company entered into a Termination agreement ('Agreement') with Quess East Bengal FC Private Limited and the East Bengal Club ('Club') for terminating the shareholders agreement dated 5 July 2018 among the Company. QEBFC and the Club on mutual consent. As per the agreement, the sporting rights has hecn surrendered to the Club with effect from 16 July 2020 and the Company has acquired the balance 30 00% equity stake in QEBFC for a nominal value of' Rs 1000. On 28 July 2020 the Board of Directors had approved the proposal for voluntary liquidation of QEBFC.
During the quarter ended 31 March 2021, the Company entered into Shareholder's Agreement ('SHA'} and Share Subscription Agreement ('SSA') with Stellarslog Technovation Private Limited ('STPL') and its Shareholders to acquire equity stake in STPL. On 29 January 2021, the Company had acquired 16.12% equity stake in STPL for a consideration of Rs 20.00 million.
On 02 February 2021, the Company acquired additional 3.76% equity stake in Vedang Cellular Services Private Limited ('VCSP') at a consideration of Rs 6,97 million, pursuant to the clauses relating to NCI-Put option of the Original Share purchase agreement dated 25 October 2017 among Quess Corp Limited, Vedang Radio Technology Private Limited, VCSP and Ashish Kapoor. As of 3 I March 2021, the Company holds 92.47% equity stake in VCSP.
The Company at its meeting held on 3 June 2021 and 7 July 2021, had obtained the approval from the Board for the proposed merger of Greenpiece Landscapes India Private Limited, MFX Infotech Private Limited and Conneqt Business Solutions Limited (Wholly-Owned Subsidiaries) with Quess Corp Limited, which has been filed before the Hon'ble NCLT Bengaluru Bench on 21 January 2022. The matter has been listed for hearing before the NCLT.
The Company invested Rs 80,000,000 in Stellarslog Technovation Pvt. Ltd. (TaskMo), a gig economy startup, over multiple tranches during the year, thereby increasing its stake from 16.12% to 49%, making it an associate of the Company. Further, the Board at its meeting held on 30 March 2022 approved additional investment in TaskMo for an amount not exceeding Rs. 38,400,000 which
was subsequently completed in April 2022, thereby increasing the stake of the Company from 49% to 53.91% in TaskMo.
The Board of Directors at its meeting held on 30 March, 2022 approved additional investment in Billion Careers Private Limited (BCPL), wholly-owned subsidiary for an amount not exceeding Rs. 60,000,000 in the form of equity on a rights basis at face value in BCPL. Further, at the same meeting it approved the slump sale of business undertaking consisting of Qjobs', WorQ' and Dash', blue-collar platform of Quess Corp Limited' to, BCPL, on the terms and conditions contained in the Business Transfer Agreement.
The Board at its meeting held on February 10, 2022 made additional investments in Heptagon Technologies Private Limited, thereby increasing the equity stake by 11.67% in Heptagon. With this, the Company's stake in Heptagon increased from 49% to 60.67% thereby
making Heptagon, a subsidiary of the Company w.e.f 10 February, 2022.
In 2022-23, the Company sold its 53% holding in Simpliance Technologies Private Limited effective 21 October, 2022. It invested Rs 95 Crores towards the growth of Product Led Business (PLB). It launched the protection plan business, under the brand QuessCare'.
Quess Corp Ltd
Directors Reports
Dear Members,
Your Board takes pleasure in presenting the Sixteenth Annual Report of
Quess Corp Limited ("the Company" or "Quess") (CIN:
L74140KA2007PLC043909) along with the audited financial statements (Standalone and
Consolidated) for the financial year ended 31 March, 2023 . The consolidated entity has
been referred to as "Quess Group" or "the Group" in this
report.
In compliance with the applicable provisions of the Companies Act, 2013
("the Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this report covers the financial results and significant
developments during the financial year from 1 April, 2022 to 31 March, 2023 ("the
year under review" or "the year" or "FY23"), in
respect of Quess and its subsidiaries.
1. Financial Summary : Standalone and Consolidated
The standalone and consolidated financial highlights of the
Company's operations are as follows:
(` in millions, except per equity share data)
| Particulars |
Consolidated |
Standalone |
|
FY23 |
FY22 |
FY23 |
FY22 |
| Revenue from operations |
171,583.87 |
136,917.78 |
121,963.45 |
97,584.98 |
| Other Income |
263.35 |
198.01 |
707.62 |
1,315.70 |
| Total Income |
171,847.22 |
137,115.79 |
122,671.07 |
98,900.68 |
| Cost of material and stores and spare parts consumed |
4,794.39 |
2,787.25 |
1,773.52 |
1,110.39 |
| Employee benefit expenses |
146,595.61 |
116,869.92 |
109,156.31 |
87,045.27 |
| Other expenses |
14,337.25 |
11,025.76 |
9,094.63 |
7,558.23 |
| Finance Costs |
1,066.08 |
792.15 |
574.89 |
476.99 |
| Depreciation and Amortization Expenses |
2,746.12 |
2,120.47 |
651.10 |
481.04 |
| Total Expenses |
169,539.45 |
133,595.55 |
121,250.45 |
96,671.92 |
| Share of Profits/(loss) in Associates |
0.84 |
(16.87) |
0.00 |
0.00 |
| Profit/(loss) before exceptional items and tax |
2,308.61 |
3,503.37 |
1,420.62 |
2,228.76 |
| Exceptional items |
(535.03) |
(72.24) |
83.04 |
422.52 |
| Profit/(Loss) Before Tax |
2,843.64 |
3,575.61 |
1,337.58 |
1,806.24 |
| Tax Expense |
(614.55) |
(1,065.84) |
(35.92) |
(357.96) |
| Profit/(Loss) for the year |
2,229.09 |
2,509.77 |
1,301.66 |
1,448.28 |
| Total Comprehensive Income for the year |
2,783.63 |
2,526.03 |
1,352.20 |
1,369.86 |
| Basic EPS (in `) |
15.16 |
16.32 |
8.79 |
9.80 |
| Diluted EPS (in `) |
15.04 |
16.18 |
8.72 |
9.71 |
A detailed performance analysis of various segments, business and
operations are provided in the Management Discussion and Analysis which forms part of this
Report.
2. Reserves:
The Company has not transferred any amount to the general reserves
during the year under review.
3. Transfer of unclaimed dividend / unpaid dividend / shares to
Investor Education and Protection Fund:
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years
from the date of transfer to Unpaid Dividend Account of the Company and corresponding
shares, are liable to be transferred to the Investor Education and Protection Fund ("IEPF")
During the year, there were no unclaimed dividend and corresponding shares which were due
to be transferred by the Company.
4. Dividend:
In accordance with Regulation 43 of the Listing Regulations, the
dividend pay-out is in accordance with the Company's Dividend Distribution Policy
which details various parameters based on which the Board may recommend or declare
dividend, usage of retained earnings, etc. This Policy is available on the Company's
website at: https:// www.quesscorp.com/investor/dist/images/pdf/Policies/
Dividend_Distribution_Policy.pdf Based on the principles enunciated in the above Policy in
line with the practice of returning free cash flow to shareholders and based on the
Company's performance, your Company paid the following dividend to equity
shareholders during FY23:
Interim dividend of ` 4 per equity share of ` 10 each aggregating to `
591.96 million declared by the Board on 31 May 2022; and
Interim dividend of ` 8 per equity share of ` 10 each aggregating to `
1185.19 million declared by the Board on 9 November, 2022.
5. Share Capital:
During the year under review, there has been no change in the
authorised share capital of the Company. However, the paid-up share capital of the Company
has been increased from ` 1,479.91 million to ` 1,482.29 million due to the following:
Allotment of shares against exercise of options granted/ vested under the following
share-based benefit schemes:
a. Quess Corp Limited Employee Stock Option Scheme 2009 ("ESOP
2009")
The Nomination and Remuneration Committee ( "NRC" )
vide resolutions dated 15 June, 2022 and 23 September, 2022 allotted 18,090 and 9,045
equity shares respectively of ` 10 each to the eligible ex- employee of the Company who
exercised options under ESOP 2009.
b. Quess Employee Stock Option Scheme 2015 ("ESOP 2015")
NRC vide resolution dated 12 December, 2022 allotted 13,422 equity
shares of ` 10 each to the eligible employees & ex-employees of the Company who
exercised their options under ESOP 2015.
c. Quess Stock Ownership Plan-2020 ("QSOP 2020")
NRC vide resolutions dated 15 June, 2022; 23 September, 2022; 12
December, 2022 and 20 March, 2023 allotted 71,087; 59,951; 33,232 and 34,104 equity shares
respectively of ` 10 each to the eligible employees of the Company who exercised their
Restricted Stock Units ("RSU") under QSOP 2020. The Company has not
issued any debentures, bonds, sweat equity shares, any shares with differential rights or
any non-convertible securities during the year under review.
6. Commercial Paper:
The Company has issued Commercial Papers (CPs) from time to time which
were duly redeemed based on the maturity dates. As on 31 March, 2023, the outstanding
balance of CPs is ` 500 Million.
7. Subsidiaries and Associate Companies:
Pursuant to the provisions of Section 129(3) of the Act, a separate
statement containing the salient features of the financial statements of all subsidiaries
and associate companies/joint ventures of the Company (in Form AOC - 1) is attached to the
financial statements of the Company. In terms of Section 134 of the Act and Rule 8(1) of
the Companies (Accounts) Rules, 2014, the financial position and performance of the
subsidiaries are given as an annexure to the Consolidated Financial Statements. Further,
pursuant to the provisions of Section 136 of the Act, the standalone and consolidated
financial statements of the Company along with audited financial statements of the
subsidiaries, are available on the Company's official website at:
https://www.quesscorp.com/ financial-information/
The Company has a policy for determining the materiality of
subsidiaries and the same is uploaded on the Company's website which can be accessed
using the following link- https://www.quesscorp.com/investor/dist/images/pdf/
Governance/Policy-for-Material-Subsidiary.pdf In terms of the above policy, Conneqt
Business Solutions Limited continues to be a material subsidiary of the Company within the
meaning of Regulation 16(c) of the Listing Regulations, for which a Secretarial Audit has
been conducted pursuant to Regulation 24A of the Listing Regulations. Further, Quesscorp
Holdings Pte Ltd, Singapore is also a material subsidiary.
There has been no material change in the nature of the business of the
subsidiaries.
As of 31 March, 2023, there are 34 Subsidiary Companies comprising 14
Indian Companies and 20 Foreign Companies. Out of 14 Indian Companies, 10 Companies are
wholly– owned subsidiaries, 3 Companies are subsidiaries and 1 Company is a step-down
subsidiary. Out of 20 Foreign Companies, 5 Companies are wholly–owned subsidiaries
and 15 are step-down subsidiaries. Further, there are 1 Indian and 3 Foreign Associate
Companies.
Details pertaining to entities that became and ceased to be
subsidiaries/joint ventures/associates of the Company during the year under review are
also provided in the notes to the Consolidated Financial Statements, forming part of this
Report.
8. Significant Developments in FY23: a) Merger under Section
230 and 232 of the Act ‘In- process': The Company at its meeting held on 3 June,
2021 and 7 July, 2021, had obtained approval from the Board for the proposed merger of
Greenpiece Landscapes
India Private Limited, MFX Infotech Private Limited and Conneqt
Business Solutions Limited (collectively referred to as "Wholly-Owned
Subsidiaries") with Quess Corp Limited under Section 230 & 232 of the Companies
Act, 2013 and rules made thereunder, the Company has filed an application before the
Hon'ble National Company Law Tribunal ("NCLT"),Bengaluru Bench on 21
January, 2022.
On 30 November, 2022, in the first motion application filed before
Hon'ble NCLT, necessary directions were issued in which the meeting of the Equity
Shareholders, Secured & Unsecured Creditors were dispensed with. The Company had filed
a second motion petition before Hon'ble NCLT on 9 January, 2023 which is pending for
disposal.
Withdrawal of the Scheme of Arrangement between the Company and Allsec
Technologies Limited:
During the year under review, after considering the recommendations and
report of the Audit Committee and the Committee of Independent Directors, the Board of
Directors of Quess Corp Limited and Allsec Technologies Limited, at their meeting held on
22 June, 2022 had approved the Scheme of Amalgamation of Allsec Technologies Limited
("Transferor Company") with Quess Corp Limited ("Transferee Company"
or "the Company") and their respective shareholders and creditors (hereinafter
referred to as the "Scheme"), subject to necessary approvals of Hon'ble
NCLT and relevant regulatory authorities.
In view of the changed market scenario, the Board of both Companies
considered and approved the proposal of withdrawal of the Scheme under Clause 21.2 of the
Scheme at their meeting held on 23 December, 2022.
b) Acquisitions / Investments / Disinvestment during the year:
Quess's strategy supports value creation for its clients and
growth for the organisation through multiple ideologies and keeping the stakeholders'
priorities in mind. Your Company focuses its efforts and investments through organic and
inorganic modes on maximum results, going deeper in areas that it believes it has the
strength and defocusing on others, and scaling up to secure leadership positions.
On 21 October, 2022, the Company sold its 53% stake in Simpliance
Technologies Private Limited (Simpliance), digital compliance platform for labour laws at
an aggregate sale consideration of ` 645 million.
9. Particulars of Loans, Guarantees or Investments:
Details of loans, corporate guarantees and investments covered under
Section 186 of the Act forms part of the notes to the Financial Statements provided in
this Report.
10. Management Discussion & Analysis:
The Management Discussion and Analysis as prescribed under Part B of
Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate
section and forms part of this Report.
11. Directors and Key Managerial Personnel (KMPs):
(a) Director retiring by rotation –
In accordance with the provisions of Section 152 of the Act read with
rules made thereunder and the Articles of Association of the Company, Mr. Chandran
Ratnaswami (DIN: 00109215), Non-Executive Director is liable to retire by rotation at the
ensuing Annual General Meeting ("AGM") and being eligible, has offered himself
for re-appointment. A resolution seeking shareholders' approval for his re-
appointment forms part of the AGM Notice.
(b) Appointment and Resignation of Directors and KMPs-
During the year, Mr. Kamal Pal Hoda was appointed as Group Chief
Financial Officer of the Company with effect from 10 January, 2023 in place of Mr. N. Ravi
Vishwanath ("Mr. Ravi") who superannuated from the services of the Company The
Board places on record its appreciation for Mr. Ravi's valuable contribution and
guidance during his tenure as Group Chief Financial Officer of the Company. Pursuant to
the provisions of Section 203 of the Act, Mr. Guruprasad Srinivasan, Executive Director
and Group Chief Executive Officer, Mr. Kamal Pal Hoda, Group Chief Financial Officer and
Mr. Kundan Kumar Lal, Company Secretary and Compliance Officer are the Key Managerial
Personnel of the Company as on 31 March, 2023. During the year under review, there has
been no change in the Directors of the Company.
(c) Declaration of Independence –
The Company has received declarations from the Independent Directors
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1) (b) and 25 of the Listing Regulations. There has been no change in
the circumstances affecting their status as Independent Directors of the Company.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission, and reimbursement of expenses incurred by them to attend meetings of the
Board/ Committees of the Company.
None of the Directors of the Company are disqualified from being
appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
12. Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to
the best of their knowledge and information and explanations received from the Company,
confirm that:
a. in the preparation of the accounts for the year ended 31 March 2023,
the applicable accounting standards have been followed and there are no material
departures from the same;
b. they have selected such accounting policies and applied them
consistently, and made judgments and estimates that were reasonable and prudent to give a
true and fair view of the state of affairs of the Company as at 31 March, 2023 and
of the profit of the Company for the year under review;
c. they have 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. they have prepared annual accounts of the Company on a going concern
basis;
e. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
f. they have devised proper systems to ensure compliance with the
provision of all applicable laws and that such systems were adequate and operating
effectively.
13. Annual Board Evaluation and Familiarization Programme for Board
members:
In line with the Corporate Governance practices of the Company, Annual
Performance Evaluation was conducted for each Board Members as well as the overall working
of the Board and its Committees. The Board of Directors and NRC have carried out an annual
evaluation of its own performance, the performance of its Committees and Individual
Directors of the Company, including the Chairman of the Board, pursuant to the provisions
of the Act and the Listing Regulations for FY23.
Performance evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.
In a separate meeting of Independent Directors held in compliance with
the requirements of Regulation 25(7) of the Listing Regulations, the performance of
Non-Independent Directors, the Board as a whole and the Chairman of the Company were
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Board also assessed the fulfillment of the independence criteria as
specified in Listing Regulations, by the Independent Directors of the Company and their
independence from the management.
The familiarization programme aims to provide insight to the
Independent Directors to understand the business of the Company, its stakeholders,
leadership team, senior management, operations, policies and industry perspective and
issues. In addition to regular updates/familiarization on the regulatory changes, as
applicable to the Company, a specific familiarization programme for all the Independent
Directors was held on 23 January, 2023.
A note on the Familiarization programme adopted by the Company for
orientation and training of the Directors and the Board evaluation process undertaken in
compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is
referred herewith is made available on the Company's official website at - https://
www.quesscorp.com/investor/dist/images/pdf/Policies/
Directors_Familiarization_Programme.pdf
14. Business Responsibility and Sustainability Report:
As stipulated under Regulation 34(2)(f) of the Listing Regulations, the
Company's report on Business Responsibility and Sustainability describing the
initiatives taken by the Company from environmental, social and governance perspectives
forms a part of this Report as
‘Annexure – A'. 15. Audit & Auditors: (a) Statutory
Auditors -
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder the members had at the 11th AGM held on 26 July, 2018
appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration
No.117366 W/W - 100018) as Statutory Auditors of the Company for a term of 5 (five)
consecutive years. Accordingly, the first term of Statutory Auditors expires on the
conclusion of the 16th AGM.
The Board has duly examined the Statutory Auditors' Report to the
financial statements, which is self- explanatory. Clarifications, wherever necessary, have
been included in the notes to the Financial Statements section of the Annual Report.
Accordingly, the Auditor's report for FY23 does not contain any qualification,
reservation or adverse remark for the year under review.
The Auditors Report is enclosed with the financial statements in this
Report. During the year under review, the Auditors have not reported to the Audit
Committee any instances of fraud committed against the Company by its officers or
employees under Section 143(12) of the Act and therefore no details are required to be
disclosed under Section 134(3) (ca) of the Act.
(b) Secretarial Auditors -
Pursuant to Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, the Board, at its meeting held on 11
August, 2022 had approved the appointment of Mr. S.N. Mishra, proprietor of M/s. SNM &
Associates, Practicing Company Secretary (C.P. No. 4684) as the Secretarial Auditor to
undertake the Secretarial Audit of the Company for FY23. The Company had also received
written consent from Mr. S. N. Mishra to act as such.
The Secretarial Audit Report for FY23 is annexed as ‘Annexure
– B' and forms an integral part of this report. The Secretarial Audit Report
does not contain any qualification or adverse remark for the year under review. During the
year under review, the Secretarial Auditors have not reported to the Audit Committee any
instances of fraud committed against the Company by its officers or employees under
Section 143(12) of the Act and therefore no details are required to be disclosed under
Section 134(3)(ca) of the Act.
Further, as per the amended Regulation 24A of the Listing Regulations,
the Secretarial Audit Report of Conneqt Business Solutions Limited, material wholly-owned
subsidiary of the Company, issued by Mr. CS P V S Ramanjaneyulu (C.P No 22999) is annexed
as ‘Annexure – C' and the Secretarial Compliance Report of the
Company for the financial year ended 31 March, 2023 is annexed as ‘Annexure –
D' (c) Internal Auditors –
The Board, on the recommendation of the Audit Committee, at its meeting
held on 26 May, 2022 had approved the appointment of M/s. Ernst & Young LLP as the
Internal Auditors of the Company for FY23 to conduct the audit on the basis of a detailed
internal audit plan which is finalised in consultation with the Audit Committee. Internal
Auditors submit its findings and report to the Audit Committee of the Company on a
quarterly basis.
(d) Cost Audit -
Maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Act, is not required by the Company and
accordingly, such accounts and records are not maintained.
16. Risk Management:
We have adopted an integrated ERM Framework that is implemented across
the organisation by the Risk Management Team of the Company. Our ERM Framework is
tailoredtosuitouruniqueanddiversebusinessrequirements based on the best practices and
principles of COSO and ISO 31000. Our framework provides for systematic & proactive
identification of risks, by effectively engaging with Business Leaders, Functional Heads
& Process Owners. Through risk identification and the mitigation thereof, it enables
our organisation to boost performance effectively and provides for timely decision-making.
Further, our ERM framework provides for the identification of strategic, operational,
financial, compliance and sustainability risks. All of these categories have internal and
external dimensions taken into consideration while identifying risks.
The Risk Management policy, as approved by the Board, is displayed on
the official website of the Company and can be accessed by using the link -
https://www.quesscorp. com/investor/dist/images/pdf/Policies/Risk-Management- Policy.pdf
17. Internal Financial Control Systems and their Adequacy:
Internal Financial Controls are an integrated part of the risk
management process which in turn is a part of Corporate Governance addressing financial
reporting risks. The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the Company's policies,
safeguarding its assets, prevention and detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. The Company has established a strong framework for internal
financial controls.
During the year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed. Accordingly, the Board is of the
opinion that the Company's internal financial controls were adequate and effective
during FY23 and their adequacy is included in the Management Discussion and Analysis,
which forms part of this Report.
18. Related Party Transactions:
All Related Party Transactions entered during FY23 were on an
arm's length basis and in the ordinary course of business. There were no material
significant Related Party Transactions entered by the Company during the year that
required shareholders' approval under Regulation 23 of the Listing Regulations. Prior
Omnibus approval has been obtained from the Audit Committee for the related party
transactions which are repetitive in nature, based on the criteria approved by the Board.
In case of transactions which are unforeseen, the Audit Committee grants an approval to
enter into such unforeseen transactions, provided the transaction value does not exceed
the limit of ` 1 Crore per transaction, in a financial year. The Audit Committee reviews
all transactions entered into pursuant to the Omnibus approvals so granted on a quarterly
basis. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed
reports on related party transactions with the Stock Exchange(s).
None of the transactions with related parties fall under the scope of
Section 188(1) of the Act. The information on transactions with related parties, if any,
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in ‘Annexure – E' in Form AOC-2 and the same
forms part of this report. Details pertaining to the related party transactions entered
during the year under review are also provided in the notes to the Financial Statements,
forming part of this Report.
The Company has adopted a policy for dealing with Related Party
Transactions and is made available on the Company's website at –
https://www.quesscorp.com/ investor/ dist/images/pdf/Governance/Policy-on-Criterial-for-
determining-RPT.pdf
19. Nomination and Remuneration Committee and Company's Policy on
Nomination, Remuneration, Board Diversity, Evaluation and Succession:
(a) Policy on Director's Appointment and Remuneration–
In compliance with the provisions of Section 178(3) of the Act and
Regulation 19 of the Listing Regulations, the Board, on the recommendation of NRC has
approved the criteria for determining qualifications, positive attributes, and
independence of Directors in terms of other applicable provisions of the Act and the rules
made thereunder, both in respect of Independent Directors and other Directors, as
applicable. The Board has adopted a policy which provides for the appointment of
Directors, viz. educational and professional background, general understanding of the
Company's business dynamics, global business and social perspective, personal
achievements and Board diversity, removal and remuneration of Directors, Key Managerial
Personnel ("KMP") and Senior Management Personnel and also on succession
planning and evaluation of Directors. The policy on remuneration is available on our
website, at: https:// www.quesscorp.com/investor/dist/images/pdf/
Policies/Nomination-and-Remuneration-Policy.pdf
(b) Board Diversity –
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board will leverage differences in thought,
perspective, knowledge and industry experience and geographical
background,age,ethnicity,race,gender,knowledgeand skills including expertise in financial,
global business, leadership, technology, mergers & acquisitions, Board service,
strategy, sales and marketing, Environment, Social and Governance (ESG), risk and
cybersecurity and other domains, to help us retain our competitive strength. The Company
has evaluated the policy with the purpose of ensuring adequate diversity in its Board of
Directors, which enables them to function efficiently and foster differentiated thought
processes at the back of varied industrial and management expertise. The Board recognizes
importance of diverse composition and has therefore adopted a Board Diversity Policy. The
policy is made available on the Company's website which can be accessed at the web
link - https://www. quesscorp.com/investor/dist/images/pdf/Governance/
Policy-on-Board-Diversity.pdf
Additional details on Board diversity are available in the Corporate
Governance Report.
20. Criteria for making payments to Non-Executive Directors:
The criteria for making payment to Non-Executive Directors is available
on the website of the Company at – https://
www.quesscorp.com/investor/dist/images/pdf/Policies/
Nomination-and-Remuneration-Policy.pdf
21. Employee Stock Option Plan ("ESOP")/ Restricted Stock
Units ("RSUs"):
The Company grants share-based benefits to its eligible employees to
attract and retain the best talent, encouraging employees to align individual performances
with the Company objectives, and promoting increased participation by them in the growth
of the Company. The Company has instituted employee stock option schemes, namely-
1) Quess Corp Limited Employees' Amended Stock Option Scheme,
2009;
2) Quess Corp Limited - Employees' Stock Option Scheme, 2015; and
3) Quess Stock Ownership Plan-2020.
A detailed disclosure with respect to stock options containing details
as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and
Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and SEBI Circular dated June 16, 2015, has been uploaded on the official website of the
Company at - https://www.quesscorp.com/investor-other-information/ M/s. SNM &
Associates, Practicing Company Secretary (C.P. No. 4684), has certified that the
aforementioned employee stock option plans of the Company which have been implemented in
accordance with the regulations and the resolutions passed by the members in this regard.
22. Particulars of Employees:
The Company is required to give disclosures under Section 197(12) of
the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, which is annexed as ‘Annexure – F' and forms
an integral part of this Report.
The statement containing the top 10 employees on roll and particulars
of employees employed throughout the year whose remuneration is more than ` 10.20 Million
or more per annum and employees employed part-time and in receipt of remuneration of `
0.85 Million or more per month as required under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this
Report. However, the same is not being sent along with this Annual Report to the members
of the Company in line with the provision of Section 136 of the Act. Members interested in
obtaining these particulars may write to the Company Secretary at the Registered Office of
the Company.
The aforesaid annexure is also available for inspection by the Members
at the Registered Office of the Company, 21 days before and up to the date of the ensuing
AGM during the business hours on working days.
23. Corporate Governance:
Your Company endeavors to adopt the best prevalent and benchmarking
Corporate Governance practices which are implemented by us in true letter and spirit and a
reflection of our value system including our culture, policies, and relationships with our
stakeholders. Integrity and transparency are the major keys to our corporate governance
practices to ensure that we concur and continue the trust of our stakeholders at all
times. Corporate governance is about maximizing shareholder value legally, ethically and
sustainably continuously. At Quess, the Board of Directors exercise their fiduciary
responsibilities in the widest sense of the term. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our business decisions.
A detailed report on Corporate Governance, pursuant to Regulation 34 of
the Listing Regulations, forms an integral part of this Report. A certificate from Mr. S.
N. Mishra, Practicing Company Secretary, Bengaluru, confirming compliance to conditions of
Corporate Governance, as stipulated under the Listing Regulations, is annexed to the
Corporate Governance Report.
24. Vigil Mechanism/ Whistle Blower Policy:
In compliance with Section 177(9) of the Act and Regulation 22 of
Listing Regulations, the Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and employees in confirmation with the above laws,
to report concerns about unethical behaviour, violations of system, actual or suspected
fraud or grave misconduct by the employees. The details of the Policy have been disclosed
in the Corporate Governance Report, which forms part of this report and is also available
on the website of the Company - https://www.quesscorp.com/investor/ dist/
images/pdf/Governance/Whistle-BlowerPolicy.pdf
25. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The Company being in the service industry requires minimal energy
consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and
conserve energy as far as possible.
The Company is a pioneer in workforce management, technology and has
used information technology extensively in its operations. The Company has an in house
information technology team which constantly works on the adoption and implementation of
new technology into the businesses of the Company.
The details of Foreign exchange earnings and outgo are given below:
Expenditure in foreign currency: ` 13.56 million
Earnings in foreign currency: ` 161.99 million
26. Corporate Social Responsibility ("CSR"):
The Company believes in building and maintaining a sustainable societal
value, inspired by a noteworthy vision to actively participate, contribute and impact not
just individual lives but create a difference on a social level as well. CSR initiatives
are primarily carried out through the Care Works Foundation (CWF), a non-profit initiative
established in January 2014. The Company has filed Form CSR-2 for the financial year
2021-22 and will be filing the aforesaid form for FY23 along with Form AOC-1, as
prescribed under the provisions of the law.
The consolidated contribution of the Company towards various CSR
activities during the financial year 2022-23 is ` 31 million. CSR spending is
guided by the vision of creating long-term benefits for Society.
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR
Committee. The Board has adopted the CSR Policy, as formulated and recommended by the CSR
Committee, which was amended by the Board of Directors at their meeting held on 26 May,
2022 to align the same with statutory amendment.and is available on the Company's
website at – https://www. quesscorp.com/investor/dist/images/pdf/Policies/CSR-
Policy.pdf The disclosure of contents of CSR policy pursuant to the provisions of Section
134(3)(o) of Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014
is annexed herewith as ‘Annexure – G' to the Board's Report.
27. Deposits:
During the year under review, the Company has neither invited nor
accepted deposits from the public/members under Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or
interest on deposits from public were outstanding as on the date of the balance sheet.
28. Details of significant and material orders passed by the
Regulators/Courts/Tribunals:
There was no instance of any significant and material orders passed by
the Regulators, Courts or Tribunals that would impact the going concern status and
Company's operations in the future.
29. Debentures:
As on 31 March, 2023, the Company does not have any debentures.
30. Credit Rating:
In order to comply with Basel-II norms, the Company has received credit
ratings from ICRA Limited concerning the Company's long-term and short-term
fund-based limits.
As on 30 August, 2022, ICRA has re-affirmed the credit ratings [ICRA]
A1+.
31. Meetings of the Board:
The Board met seven (7) times during the year under review. The
particulars of the meetings held and attendance of the Directors in the meetings are
detailed in the Corporate Governance Report that forms part of this Report.
32. Annual Return:
In terms of Section 92(3) read with Section 134(3)(a) of the Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as
on 31 March, 2023 is available on the Company's website at - www.
quesscorp.com/investor-other-information.
33. Information Required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013:
Your Company is committed to provide a safe and conducive work
environment to its employees and has zero tolerance for any actions which may fall under
the ambit of sexual harassment at the workplace.
YourCompanyhasadoptedapolicyonprevention,prohibition and redressal of
sexual harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
thereunder. The Policy aims to promote a healthy work environment and provide protection
to its employees at workplace and redress complaints of sexual harassment and related
matters thereto. An Internal Complaints Committee, known as the Prevention of Sexual
Harassment (POSH) Committee, has been constituted to enquire into complaints, and to
recommend appropriate action, wherever required, in compliance with the provisions of the
Act. Details of complaints pertaining to sexual harassment that was filed, disposed-off
and pending during the financial year are provided in the Report on Corporate Governance,
which forms part of this Report.
34. Code of Conduct:
The Company has laid down a Code of Conduct for the Directors and
senior management of the Company. As prescribed under Regulation 17 of the Listing
Regulations, a declaration signed by the Executive Director and Group CEO affirming
compliance with the Code of Conduct by the Directors and senior management personnel of
the Company for FY23 forms part of the Corporate Governance Report.
35. Material changes and commitments affecting financial position
between the end of the financial year and the date of the report:
There have been no material changes and commitment affecting the
financial position of the Company, which occurred between the end of the financial year of
the Company and the date of this report.
36. Cyber-security:
The Company is committed to provide a secure IT environment across the
various systems and infrastructure, by establishing best practices and standards for Cyber
Security.
As our business grows increasingly on digital platforms, we are
cognizant of our responsibility in handling information entrusted to us by our employees,
associates, clients and vendors. To enable remote working, we have hosted information on a
secure cloud environment that is continuously monitored for threats.
We periodically carry out Vulnerability Assessment and Penetration
Testing (VAPT) to systematically review security weaknesses, and run a 24x7 Security
Information and Event Management (SIEM) for real-time analysis of security alerts.
Our Cyber Security Council chaired by the Chief Technology Officer and
respective business IT Heads meets fortnightly, with specific focus on cyber security and
data protection risks. The Committee tracks emerging practices and technologies, to
provide solutions for enhancing IT systems and infrastructure. Through initiatives such as
VAPT, SIEM, DLP, MDM, etc. we have strengthened our security posture considerably.
37. Statement of deviation(s) or variation(s):
The Company raised capital from Amazon.com NV Investment Holdings LLC,
a category III Foreign Portfolio Investor amounting to ` 50,99,99,412 through the
preferential issue on October 25, 2019 for business purpose of Qdigi Services Limited,
wholly-owned subsidiary of the Company. The Company has been filing the statement of
deviation or variation every quarter pursuant to Regulation 32 (3) of the SEBI (LODR)
Regulation, 2015. There is no deviation in the usage of the funds.
38. Other Disclosures:
The Company's ESG Report for the financial year ended 31 March,
2023 prepared in accordance with GRI Standards will be available at our Company's
website, at https://www. quesscorp.com/sustainability/
Pursuant to the provisions of Section 118 of the Act, the Company has
devised proper systems to ensure compliance with all the applicable provisions of the
Secretarial Standards issued by the Institute of Company Secretaries of India
("ICSI") and notified by the Ministry of Corporate Affairs ("MCA") and
that such systems are adequate and operating effectively.
There is no proceeding pending under Insolvency and Bankruptcy Code,
2016.
39. Acknowledgements:
We would like to place on record by gratitude and appreciation to all
our stakeholders, including the Central and various State Government / Authorities, Stock
Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers,
Vendors, Business Partners, Shareholders and Investors forming part of the Quess family
for their continued support during the year. Your continued trust and vote of confidence
hold us high and motivates us to pursue better opportunities, responsible growth and
enhanced delivery of our strategy. Primarily, we would like to take this opportunity to
regard our employees who have been working with high enthusiasm, energy and zeal and who
help us progress along our mission and vision.
At Quess, we are striving to make the customers' life easy by
increasing our attention on value-creating growth, investing in digitalization, bolstering
our sustainability commitments and optimizing our operations. So, as we grow from strength
to strength, we request your extended support.
40. Cautionary Statement:
The Board's Report and Management Discussion & Analysis may
contain certain statements describing the Company's objectives, expectations or
forecasts that appear to be forward-looking within the meaning of applicable securities
laws and regulations while actual outcomes may differ materially from what is expressed
herein.
The Company is not obliged to update any such forward- looking
statements. Some important factors that could influence the Company's operations
include global and domestic economic developments, competitor's behaviour, changes in
Government Regulations, tax laws and litigation.
|
For and on behalf of the Board of |
|
Directors of Quess Corp Limited |
|
Sd/- |
|
Ajit Isaac |
| Place: Bengaluru |
Chairman |
| Date: 17 May 2023 |
DIN: 00087168 |
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