DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. COMPANY'S PERFORMANCE AFFAIR Your Directors are positive about the Company's operations and making best efforts to implement the cost reduction measures to the extent feasible. 3. DIVIDEND During the year, the Directors had made the Provision for dividend to be payable on Preference Shares @ 0.5%. Due to the requirement of Fund for further expansion, the Directors do not recommend any equity dividend. 4. RESERVES AND SURPLUS The balance of Profit & Loss statement amounting to Rs. -52,68,700 for financial year under review is transferred to reserves. The total reserves for the financial year 2014-15 is Rs. -12,91,68,083/ 5. SHARE CAPITAL The total paid up capital of the Company as on March 31, 2015 is Rs. 6,99,50,000/- comprising of 30,35,000 Equity Shares of Rs. 10/- each amounting to Rs. 3,03,50,000/- and 39,60,000 @0.5% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each amounting to Rs. 3,96,00,000/-. During the year Company had allotted , 2,500,000 (Twenty Five Lacs) Preference Shares of the Company of the face value of Rs. 10/- (Ten) each, for an aggregate value not exceeding Rs. 2,50,00,000, as Non-Cumulative Redeemable Preference Shares ("Preference Shares") against Conversion of loan at par, on a private placement basis, to Glint Global General Trading. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with provisions of the Companies Act, 2013, Mr. Himalay Dassani, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Further, during the year, Mr. Panna Lalchand Dassani has been appointed as Chief Financial Officer in the Board Meeting held on 30th March, 2015. Also, the Board of Directors of the Company appointed Mrs. Shakuntla Panna Dassani as an Additional Director of the Company in the Board Meeting held on 30th March, 2015 under Section 161 of the Companies Act, 2013 who holds office up to the date of this Annual General Meeting. Subject to approval of members the Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director. The Board recommends her appointment. The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. 8. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration. 9. COMMITTEES OF THE BOARD During the year, in accordance with provisions of Companies Act, 2013, the Board of Directors of the Company has constituted/re constituted following 3 committees: 1) Audit Committee The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process. The Audit Committee Comprises of 3 Directors. The Chairman of the Audit Committee is a Non-executive and Independent Director. The Composition of the Audit Committee is as under 3) Stakeholder Relationship Committee The Board of Directors of the Company has renamed its 'shareholders'/Investors Grievance Committee' as Stakeholder Relationship Committee consisting of two members chaired by non executive Director. The Committee, inter-alia, deals with various matters relating to 10. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 11. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review. c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The directors have prepared the annual accounts on a going concern basis. e) 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. f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 12. AUDITORS The Auditors, M/s Shah & Taparia., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of the conclusion of this Annual General Meeting [AGM] till the conclusion of Thirty Seventh (37th) Annual General Meeting. 13. AUDITORS' REPORT The Directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanations. 14. SECRETARIAL AUDIT REPORT Secretarial Auditor's observation and Management's explanation to the Auditor's observation - The Director refers to the Auditor's observation in the Secretarial Audit Report and as required under Section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. a) Non appointment of Company Secretary The Board would like to bring to your notice that the Company has been trying to recruit a Company Secretary on best efforts basis since a long time but the Company has not been successful. b) Clause 41 - Publication of Results audited and unaudited in news paper The company has not been doing that since the financial position of the company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company on timely basis submits the results to the Exchange to bring the information in public domain. c) Delay in compliance with Clause 31 of the Listing Agreement There was a delay in complying with the requirements of Clause 31, However Company has paid the penalty for the same. d) Non filing of forms with ROC With regard to non filing of MGT 14 form was mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. e) Borrowing in excess of the limit Due to urgent need for working capital the company had borrowed funds from the Promoters of the Company, however the requisite approval of the members will be taken in the this Annual General Meeting. The report of the Secretarial Auditors is enclosed as Annexure II to this report. 15. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.qil.in under investors/policy documents/Vigil Mechanism Policy link. 16. RISK MANAGEMENT POLICY A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. 17. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I . 18. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.qil.in 19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure II (Format enclosed). 20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control system is commensurate to the size, scale and complexities of its Operations. 21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review. 22. INDUSTRIAL RELATIONS: During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. 23. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited where the Company's Shares are listed. The Company is suspended from trading platform of Calcutta Stock Exchange. 24. OTHER INFORMATION Your Directors hereby states 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: 1. Your Company has not provided Loans, Guarantees or made Investment pursuant to Section 186 of the Companies Act, 2013; 2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon; 3. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same; 4. The Company has not accepted deposits covered under Chapter V of the Act; 5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 6. Since, the Company having paid-up capital less than the threshold provided under Clause 49 of the Listing Agreement, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report. 7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 25. ACKNOWLEDGEMENTS An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Himalay Pannalal Dassani Rajkishan Singh Managing Director Independent Director Date: Tamilnadu Place:12th August 2015 |