Quantum Digital Vision India Ltd
Directors Reports
To, The Members,
Your Directors have pleasure in presenting their 43rd Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial statements for the year ended March 31, 2023 have been restated in
accordance with IND AS for Comparative information.
Financial Summary as Under: (Amt. in Lacs)
| Particulars |
2022-2023 |
2021-2022 |
| Gross Income |
37.06 |
39.93 |
| Profit/(Loss) before interest and Depreciation |
- |
- |
| Provision for Depreciation |
2.50 |
3.04 |
| Extraordinary Item |
- |
- |
| Net Profit/(Loss) Before Tax |
1.79 |
17.11 |
| Provision for Tax |
- |
- |
| Net Profit/(Loss) After Tax |
1.79 |
17.11 |
| Balance of Profit brought forward |
- |
- |
| Balance available for appropriation |
- |
- |
| Proposed Dividend on Equity Shares |
- |
- |
| Tax on proposed Dividend |
- |
- |
| Transfer to General Reserve |
- |
- |
| Surplus carried to Balance Sheet |
1.79 |
17.11 |
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.
The Company is also considering to diversify or expand the business considering the
possibility and opportunities in the market.
3. DIVIDEND
Due to the inadequate Funds, Board of Directors does not recommend any Dividend. During
the year, no amount was transferred to General Reserves.
4. RESERVES AND SURPLUS
The total reserves for the financial year 2022-23 is Rs. (1393.42) (Rs in Lacs).
5. SHARE CAPITAL
The total paid up capital of the Company as on March 31, 2023 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% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each amounting to
Rs. 3,96,00,000/.
6. CHANGE IN NATURE OF BUSINESS
During the year, there has been no change in the nature of business of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of the Companies Act, 2013, Mr. Shakuntla Panna Dassani,
who retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
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.
Mr.Himalay Pannalal Dassani (DIN: 00622736) who is eligible for re-appointment, be
offer himself for re-appointed as the Managing Director, for a term of 3 (three)
consecutive years with effect from 23rd day of September, 2023 on such terms and
conditions as agreed between the board and Mr. Himalay Pannalal Dassani and authority to
the Board of Directors to alter and vary the terms and conditions of the said appointment
from time to time.
8. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year Five Meetings and Four Audit Committee Meetings were convened and held. The
details of which are given as under.
| SR. NO. |
DATE |
SR. NO. |
DATE |
| Board Meeting |
|
Audit Committee |
|
| 1. |
30-May -2022 |
1. |
30-May -2022 |
| 2. |
08-August-2022 |
2. |
08-August-2022 |
| 3. |
14-November-2022 |
3. |
14-November-2022 |
| 4. |
24-November-2022 |
4. |
09-February-2023 |
| 5. |
09-February-2023 |
|
|
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
9. 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.
Performance of the Board and Board's Committees was evaluated on various parameters
such as Board composition & structure, frequency, flow and functioning of meetings,
quality, experience, quality of decision making and effectiveness of processes.
10. 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:
| Sr. No. Name |
Nature of the Directorship |
Designation |
| 1. Mr. Shoaib Abdul Kader |
Independent Director |
Chairman |
| 2. Mr. Akashdeep Manmohan Sabir |
Independent Director |
Member |
| 3. Mrs. Shakuntla Panna Dassani |
Director |
Member |
2) Nomination & Remuneration Committee:
The Company has Nomination & Remuneration Committee and presently the Nomination
& Remuneration committee comprises of 3 (Three) Directors.
| Sr. No. Name |
Nature of the Directorship |
Designation |
| 1. Mr. Shoaib Abdul Kader |
Independent Director |
Chairman |
| 2. Mr. Akashdeep Manmohan Sabir |
Independent Director |
Member |
| 3. Mrs. Shakuntaa Panna Dassani |
Director |
Member |
3) Stakeholder Relationship Committee:
The Company has Stakeholder Relationship Committee consisting of three members chaired
by non executive Director. The Committee deals with various matters.
| Sr. No. Name |
Nature of the Directorship |
Designation |
| 1. Mr. Shoaib Abdul Kader |
Independent Director |
Chairman |
| 2. Mr. Akashdeep Manmohan Sabir |
Independent Director |
Member |
| 3. Mrs. Shakuntla Panna Dassani |
Director |
Member |
11. 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.
12. 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.
13. AUDITORS
M/s Shah Khandelwal Jain & Associates, Chartered Accountants, FRN No. 104497W was
appointed as the Statutory Auditor of the Company in the 42nd Annual General Meeting of
the Company held on 23rd December, 2022 from the conclusion of 42nd Annual general meeting
till the conclusion of 47th Annual General Meeting to be held in the year 2027.
14. AUDITORS' REPORT
The Directors are of opinion that the comments in the Auditors report are self
explanatory.
Auditor Observation and Management's explanation to the Auditor's observation
We also draw attention to Note 12 (a) “Authorised, Issued, Subscribed and Paid-up
and par value per share” with regards to the Authorised share capital. The Company
has increased its Authorised share capital from Rs. 7 crores to Rs. 25 Crores. However,
since it has not complied with the requirement of filing form SH-7 with the Ministry of
Corporate Affairs, the increase in Authorised capital has not been considered in the
Financial Statements. In view of this the
Authorised capital is continued to be disclosed as Rs. 7 crores.
The management will take necessary steps to update the master data of MCA.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s BA & Associates,
Practicing Company Secretary, had been appointed as Secretarial Auditor of the Company for
the Financial Year 2022-23.
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 203 of the Companies Act, 2013 the Company has obtained a
secretarial audit report.
1. Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period under
review: The company has not complied with the Quarterly/Half-yearly/Annual Compliances of
Calcutta Stock Exchange for period under review.
The Company is suspended from Calcutta Stock Exchange. Therefore all the Compliances
will be done at the time of Revocation of Suspension.
2. The Company is in non compliance with filing of E-form SH- 7 with reference to
Increase in Authorized Share Capital and Amendment in Articles of Association and
Memorandum of Association of the Company
The management will take necessary steps to update the master data of MCA
16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS.
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.
17. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013.
The Company has in place an anti-sexual harassment policy in line with the requirements
of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in
accordance with the provisions of SH Act at the work place to redress sexual harassment
compliant received. All employees (permanent or contractual trainees) are covered under
the policy. No compliant was received from any employees of the Company or otherwise
during the financial year 2022-23 and hence no complaint is outstanding as on 31 March,
2023 for redressal.
18. VIGIL MECHANISM
Pursuant to the Section 177 of the Companies Act, 2013, the Company has adopted the
whistle Blower Policy under which employees or any other stakeholders can raise their
concerns relating to fraud, malpractice or any such activity which is against the
Company's interest. The Whistle Blower can directly approach the vigilance and Ethics
officer i.e., Chairman of the Audit Committee. The Company has provided adequate
safeguards against victimization of employees or other Whistle Blower who express their
concerns.
19. RISK MANAGEMENT POLICY
The Company has laid down well defined Risk Management Policy. The Board Periodically
reviews the risk and suggests steps to be taken to control and mitigate the same through a
proper defined framework.
20. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 is in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014 and is available on the website of the Company.
21. 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.
22. 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.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are
Nil during the year under review.
24. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
25. LISTING WITH STOCK EXCHANGES
The Company is Listed on BSE Limited. The Company is suspended from trading platform of
Calcutta Stock Exchange.
26. PARTICULARS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016
There is no application made or any proceeding pending under Insolvency and Bankruptcy
Code, 2016 during the year under review.
27. 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.
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
Regulation 27 (2) of the Listing Agreement, hence, the Company need not required to
address Reports on Corporate Governance, certificate/s pertains thereto and.
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.
8. The Company has not entered any contracts or arrangements with related parties
specified under Section 188 of Companies Act, 2013.
9. The Company is not required to maintain cost records as specified by the Central
Government under sub section (1) of Section 148 of the Companies Act, 2013.
27. 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 |
|
| Place: Mumbai |
Himalay Dassani |
Shakuntla Panna Dassani |
| Date: 26th August, 2023 |
Managing Director |
Director |
|
DIN: 00622736 |
DIN: 07136389 |