Quadpro ITeS Ltd
Directors Reports
To,
The members,
Your directors have pleasure in presenting the 13* Annual Report on the business and
operations of the Company and the accounts for the financial year ended 31st
March, 2023.
FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY
(? in lacs)
| Particulars |
Financial Year 2022 - 2023 |
Financial Year 2021 - 2022 |
| Revenue from operations |
864.96 |
968.42 |
| Other Income |
73.59 |
35.79 |
| Total Income |
938.55 |
1004.21 |
| Operating expenditure before Finance cost, depreciation and amortization |
815.18 |
800.66 |
| Earnings before Finance cost, depreciation and amortization (EBITDA) |
123.37 |
203.56 |
| Less: Finance costs |
4.05 |
4.65 |
| Depreciation and amortization expense |
105.66 |
65.09 |
| Profit before tax |
108.66 |
133.82 |
| Less: Tax expense |
29.16 |
37.31 |
| Profit for the year (PAT) |
79.50 |
96.51 |
REVIEW OF OPERATIONS:
The Total Revenue of the Company for the year under review is 938.55 lakhs/- as
compared to 1004.21/-Lakhs in the previous year. The Company incurred Net Profit of 79.50
Lakhs/- as compared to Net Profit of 79.50 Lakhs/- in the previous year.
Dividend
With a view to conserve the resources of company for future growth, the Board of
Directors do not recommend any Dividend for the Financial Year 2022-23.
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of
Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed
Equity Shares which are required to be transferred to the Investor Education and
Protection Fund (IEPF).
Amount transferred to reserve
During the year, the Company has not apportioned any amount to other reserve. The
profit earned during the year has been carried to the balance sheet of the Company.
Change in Nature of Business
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
Change in Registered Office of the Company
During the year, your Company has shifted its registered office to S-3, Second Floor 53
to 58, Sri Chakravarthy Complex, V V Puram, Sajjan Rao Circle, Bangalore. Karnataka 560004
w.e.f. 1st November, 2022.
SHARE CAPITAL
During the year, the Following changes were made in the Capital of the Company:
The Authorized Capital of the Company was increased from Rs. 5,50,00,000 (Rupees Five
Crore Fifty Lakhs) divided in to 2,75,00,000 Equity shares of Rs.2/- each to Rs.
11,00,00,000 (Rupees Eleven Crore) divided in to 5,50,00,000 Equity shares of Rs.2/- each.
Issued 25275000 Bonus Equity Shares of Rs 2/- each in the ratio One Equity Share for
every One existing fully paid up Equity Shares of the Company. The Shareholders assented
for the said Bonus issue via Ordinary Resolution passed on September 24, 2023.
The Share Capital of the Company after these changes stood as follows as on March 31,
2023:
The Authorised Share Capital of the Company is Rs. 11,00,00,000/- of Rs. 2/- each.
The issued, subscribed & paid up Share Capital of the Company is Rs. 10,11,00,000/-
of Rs. 2/- each.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board :
As on the date of this report, the Board comprises following Directors and the changes
that took place during F.Y. 2022-23.
|
|
|
|
|
|
No. of Committee* |
|
|
| Name of Director |
Category Cum Designation |
Initial Date of Appointment |
Date of Appointment at current Term |
Total Directorship in other Companies |
Directorship in other Listed Companies excluding our Company |
in which Director is Members |
in which Director is Chairman |
No. of Shares held as on March 31, 2023 |
Inter-se Relation between Directors |
| Mr. Sandeepkumar Agrawal |
Chairman |
March 10, 2021 |
April 22, 2021 |
6 |
1 |
1 |
1 |
1426500 Equity Shares |
Father of Mr. Abhishek Agrawal |
| *Mr. Nandira Biddappa Thimmaiah |
Director |
Nov. 3, 2010 |
April 08, 2021 |
2 |
|
|
|
1565985 Equity Shares |
NA |
| #Mr. Abhishek Sandeepkumar Agrawal |
Managing Director |
March 10, 2021 |
April 08, 2021 |
3 |
1 |
2 |
0 |
675750 Equity Shares |
Son of Sandeepkumar Agrawal |
| Mrs. Bhoomika Gupta |
Non-Executive Independent Director |
July 30, 2021 |
July 30, 2021 |
1 |
1 |
4 |
0 |
|
No Relation |
| Mr. Siddharth Dugar |
Non-Executive Independent Director |
March 10, 2021 |
April 08, 2021 |
4 |
1 |
3 |
1 |
- |
No Relation |
*Mr. Nandira Bidappa Thimmaiah has resigned from the post of Managing Director w.e.f 31st
August, 2022.
#Mr. Abhishek Sandeepkumar Agrawal has been appointed as Managing Director of the
Company w.e.f 1st September, 2022. ACommittee includes Audit
Committee and Shareholders' Grievances Committee across all Public Companies.
Excluding Section 8 Company & struck of Companies
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from requirement of having composition of Board as per Regulation 17
of Listing Regulations.
Directorate & Key Managerial Personnel
During the year following changes took place under Board Structure of Company:-
Mr. Nandira Bidappa Thimmaiash has resigned from the post of Managing Director w.e.f 31st
August, 2022.
Mr. Abhishek Sandeepkumar Agrawal has been appointed as Managing Director of the
Company w.e.f 1st September, 2022.
However after closure of F.Y. 2022-23, on Mr. Sandeepkumar Vishwanath Agrawal has been
appointed as Managing Director of the company w.e.f. May 11, 2023. The designation of Mr.
Abhishek Sandeepkumar Agrawal has been changed from Executive Director to Non Executive
Director w.e.f. May 11, 2023 subject to aprroval of share holders in the ensuing annual
general meeting.
As on date of this report, the Company has Mr. Sandeepkumar Vishwanath Agrawal as
Chairman and Managing Director, Mr. Abhishek Sandeepkumar Agrawal as Non Executive
Director, Mr.Krunal Jethva as Chief Financial Officer and Mrs. Stuti Kinariwala as Company
Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance
with Section 203 of the Companies Act, 2013.
None of the Directors of the Company is disqualified under Section 164 of Companies
Act, 2013.
Meeting of Board of Directors
Regular meetings of the Board are held at least once in a quarter, inter-alia, to
review the quarterly performance of the Company. Additional Board meetings are convened,
as and when required, to discuss and decide on various business policies, strategies and
other businesses. The Board meetings are generally held at registered office of the
Company.
During the year under the review, 6 Board meetings were held viz. 21st May,
2022, 27th August, 2022, 4th October, 2022, 1st November,
2022, 14th November, 2022 and 11th February, 2023.
The details of the attendance of each Director at the Board Meetings are given below.
|
Name of Directors |
| Date of Board Meetings |
Sandeepkumar Vishwanath Agrawal |
Nandira Biddappa Thimmaiah |
Abhishek Sandeepkumar Agrawal |
Siddharth Sampatji Dugar |
Bhoomika Aditya Gupta |
| 21.05.2022 |
? |
? |
? |
? |
? |
| 27.08.2022 |
? |
? |
? |
? |
? |
| 04.10.2022 |
? |
N.A |
? |
? |
? |
| 01.11.2022 |
? |
N.A |
? |
? |
? |
| 14.11.2022 |
? |
N.A |
? |
? |
? |
| 11.02.2023 |
? |
N.A |
? |
? |
? |
| Meeting Eligible to Attend |
6 |
2 |
6 |
6 |
6 |
| Meeting Attended |
6 |
2 |
6 |
6 |
6 |
The gap between two consecutive meetings was not more than one hundred and twenty days
as provided in section 173 of the Act.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee Audit Committee
The Company has formed Audit Committee in line with the provisions Section 177 of the
Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2023, the Audit Committee comprised of Mr. Siddharth Dugar
(Non-Executive Independent) as Chairperson and, Mrs. Bhoomika Gupta (Non-Executive
Independent), as member and Mr. Abhishek Sandeepkumar Agrawal (Executive Director) as
member.
During the year under review, Audit Committee met 5 (Five) times i.e on 21s*
May, 2022, 27* August, 2022, 4* October, 2022, 14** November, 2022 and 11th
February, 2023.
The composition of the Committee and the details of meetings attended by its members
are given below
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2022-23 |
|
|
|
Held |
Eligible to attend |
Attended |
| CA Siddharth Dugar |
Independent Director |
Chaiman |
5 |
5 |
5 |
| Mr. Abhishek Agrawal |
Executive Director |
Member |
5 |
5 |
5 |
| Mrs. Bhoomika Gupta |
Independent Director |
Member |
5 |
5 |
5 |
Vigil Mechanism
The Company has established a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the Company's
Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards
against victimization of director(s)/Employee(s) who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee in exceptional cases. The
details of establishment of such mechanism has been disclosed in the Board's Report.
Further, the Policy on Vigil Mechanism is available on the website of the Companyat
https://www.quadpro.co.in/files/Whistle%20Blower%20Policy.pdf
Stakeholder's Relationship Committee
The Company has constituted Stakeholder's Relationship Committee mainly to focus on the
redressal of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission /
Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend
Warrants; etc. During the year under review, Stakeholder's Grievance & Relationship
Committee met 4 (Four) times viz on 21s* May, 2022, 27* August, 2022, 14*
November, 2022 and 11* February, 2023.
The composition of the Committee and the details of meetings attended by its members
are given below
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2022-23 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mr. Sandeepkumar Agrawal |
Chairman & Executive Director |
Chaiman |
4 |
4 |
4 |
| Mrs. Bhoomika Gupta |
Independent Director |
Member |
4 |
4 |
4 |
| CA Siddharth Dugar |
Independent Director |
Member |
4 |
4 |
4 |
Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removal.
During the year under review, Nomination and Remuneration Committee met 1(One) time i.e
on 27* August, 2022.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2022-23 |
|
|
|
Held |
Eligible to attend |
Attended |
| CA Siddharth Dugar |
Independent Director |
Chairperson |
1 |
1 |
1 |
| Mrs. Bhoomika Gupta |
Independent Director |
Member |
1 |
1 |
1 |
| Mr. Sandeepkumar Agrawal |
Chairman & Executive Director |
Member |
1 |
1 |
1 |
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a high
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination
and Remuneration Committee within the salary scale approved by the members and are
effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at
http://www.quadpro.co.in/files/Nomination%20&%20Remuneration%20Policy.pdf.
Remuneration of Directors
The details of remuneration paid during the financial year 2022-23 to Executive
Directors of the Company is provided in Annual Return which is available on
http://www.quadpro.co.in/
Disclosure of Remuneration:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules will be available for inspection at the
Registered Office of the Company during working hours and any member interested in
obtaining such information may write to the Company and the same will be furnished on
request.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
members of the Company.
Directors' Responsibility Statement
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013, Your Directors state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and that no material departures have been made from the same.
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year
31-03-2023 and of the profit and loss of the company for that year;
(c) the directors had prepared the annual accounts on a going concern basis; and
(d) 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.
(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 taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the act that they meet the criteria of independence laid down in
Section 149 (6) of the Act. Further, Independent Director of the Company have registered
themselves in the Independent Director Data Bank.
Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details
relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report of Directors under relevant heading.
LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans givens, investment made, guarantees given and securities provided
by the Company under Sec. 186 of the Companies Act, 2013 forms part of Notes to the
Financial Statement provided in this annual report.
WEB LINK OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on the Company's
website and can be accessed at
https://www.quadpro.co.in/files/2023-03-31%20Annual%20Returns.pdf
TRANSACTIONS WITH RELATED PARTIES
During the year under review, transactions with related party were executed in terms of
Section 188 of the Companies Act, 2013 which were in ordinary course of business and on
Arms' Length Basis. There was no contracts, arrangements or transactions which was
executed not in ordinary course of business and/or at arm's length basis. Further, there
were no material related party transactions & related party transactions with the
Company's Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company.
All Related Party Transactions are placed before the Audit Committee and the Board for
approval, if required. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive in nature.
The Company has developed an Internal Guide on Related Party Transactions Manual and
prescribed Standard Operating Procedures for the purpose of identification and monitoring
of such transactions. The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at
https://www.quadpro.co.in/files/Related%20Party%20Transaction%20Policy.pdf
All Related Party Transactions entered into during the financial year were on an arm's
length basis and were in the ordinary course of business. Your Company had not entered
into any transactions with the related parties which could be considered material in terms
of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2
is not applicable.
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources.
CHANGE OF NAME DURING THE YEAR
During the year there was no change in the name of the Company.
MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE
DATE OF REPORT:
No material changes and commitment occurred after the end of financial year and upto
the date of report:
PARTICULARS OF EMPLOYEES
There is no such employee of the Company whose Particulars are required to be given
pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.
UTILISATION OF IPO PROCEEDS:
During the FY 2021-22, the Company has raised total INR 1260 lacs by way of Initial
Public Offer of Equity Shares of the Company The proceeds of said issue have not been
fully utilized by the Company by March 31, 2023, details of which are as under:-
| Sr. No. |
Original Object |
Original Allocation |
Funds Utilized |
| 1. |
To Meet Capital Expenditure Requirements |
330.00 lacs |
201.22 lacs |
| 2. |
Acquisitions and Other Strategic Initiatives |
620.00 lacs |
620.00 lacs |
| 3. |
For General Corporate Purposes |
310.00 lacs |
310.00 lacs |
|
Total |
1260.00 lacs |
1131.22 lacs |
Further, there is no deviation/variation in the utilization of the gross proceeds
raised through IPO.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2022-2023, the Company has received Nil complaints on sexual
harassment, out of which Nil complaints have been disposed off and Nil complaints remained
pending as of March 31, 2023.
RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Company.
During the year under review, the Management reviewed the risk management and minimization
procedure adopted by the Company covering the business operations of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy -
i.) The steps taken or impact on conservation of energy: Company ensures that the
operations are conducted in the manner whereby optimum utilization and maximum possible
savings of energy is achieved.
ii.) The steps taken by the Company for utilizing alternate sources of energy: No
alternate source has been adopted.
iii.) The capital investment on energy conservation equipment: No specific
investment has been made in reduction in
energy consumption.
B. Technology absorption -
i.) The effort made towards technology absorption: Not Applicable.
ii.) The benefit derived like product improvement, cost reduction, product development
or import substitution:
Not Applicable
iii.) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable.
iv.) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings & Expenditure:
i.) Details of Foreign Exchange Earnings: Nil
ii.) Details of Foreign Exchange Expenditure: Nil Corporate Social Responsibility:
The provisions of Sec. 135 of the Companies Act, 2013 related to corporate Social
Responsibility are not applicable to the Company as company does not fall under the
criteria specified under said section.
STATUTORY AUDITOR AND THEIR REPORT
M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W)
were appointed as Statutory Auditors of your Company at the Eleventh Annual General
Meeting for a term of five consecutive years. The Report given by the Auditors on the
financial statement of the Company is part of this Annual Report. The Notes to the
financial statements referred in the Auditors Report are self-explanatory and therefore do
not call for any comments under Section 134 of the Companies Act, 2013. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report.
INSURANCE
The assets of your company have been adequately insured.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records
and audits) Rules, 2014, Since the company is not falling under prescribed class of
Companies, our Company is not required to maintain cost record.
SECRETARIAL STANDARD
The applicable Secretarial Standards have been duly complied by your Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
INDUSTRIAL RELATIONS (IR):
The Company continues to maintain harmonious industrial relations. Company periodically
reviews its HR policies and procedures to aid and improve the living standards of its
employees, and to keep them motivated and involved with the larger interests of the
organisation. The Company has systems and procedures in place to hear and resolve
employees' grievances in a timely manner, and provides avenues to its employees for their
all-round development on professional and personal levels. All these measures aid employee
satisfaction and involvement, resulting in good Industrial Relations.
BOARD DIVERSITY AND EVALUATION:
The Company recognizes and embraces the importance of a diverse board in overall
success. We believe that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender that will help us retain our competitive
advantage.
Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing
Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board
of India on January 05, 2017, The Board of Directors has carried out an annual evaluation
of its own performance, performance of Individual Directors, Board Committee including the
Chairman of the Board on the basis of composition and structure, attendance, contribution,
effectiveness of process, information, functions and various criteria as recommended by
Nomination and Remuneration Committee. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc.
were carried out. The Directors expressed their satisfaction with the evaluation process
and outcome.
The performance of each of the Non-Independent Directors (including the Chairman) were
also evaluated by the Independent Directors of the Company at their separate meeting held
on 31st March , 2023.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s SCS AND CO LLP, to conduct the secretarial audit of the
Company for the Financial Year 2022-23, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year
2022-23 is annexed to this report as an Annexure-B.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely www.quadpro.co.in
containing basic information about the Company.
The website of the Company is containing information like Policies, Shareholding
Pattern, Financial and information of the designated officials of the Company who are
responsible for assisting and handling investor grievances for the benefit of all
stakeholders of the Company etc.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the Financial Year 2022-23, there was no application made and proceeding
initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company. As on the date of this report, there is no
application or proceeding pending against your company under the Insolvency and Bankruptcy
Code, 2016.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure
effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee and Independent Directors in
their separate meeting has reviewed the performance of the individual Directors on the
basis of the criteria such as the contribution of the individual Director to the Board and
Committee Meetings like preparedness on the issues to be discussed meaningful and
constructive contribution and inputs in meetings, Adherence to ethical standards &
code of conduct of Company, Leadership initiatives etc. In addition, the chairman was also
evaluated on the key aspects of his role.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review or they are not applicable to the
Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented as Annexure-C forming
part of this Annual Report.
Acknowledgement
Your Directors take this opportunity to express their gratitude for the co-operation
and support from its customers, vendors, bankers and business associates and look forward
to their continued support.
The Directors are also grateful to the shareholders for the confidence reposed in the
Company. Your Directors also wish to place on record their sincere appreciation of the
valuable contribution and efforts made by all the employees to achieve in these trying
times.
|
For and on behalf of the Board |
For and on behalf of the Board |
|
Sd/- |
Sd/- |
| Date : August 25, 2023 |
Sandeepkumar Vishwanath Agrawal |
Abhishek Sandeepkumar Agrawal |
| Place : Bangalore |
Director |
Director |
|
(DIN : 02566480) |
(DIN : 07613943) |
  Â