TO THE MEMBERS,
The Directors hereby present the Sixth Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st March,
2023.
1. FINANCIAL RESULTS (STANDALONE)
The Company's performance during the financial year ended 31*' March
2023 as compared to the previous financial vear. is summarized below:
| Particulars |
Current Year |
Previous Year |
|
2022-23 (Rs.) |
2021-22 (Rs.) |
| Revenue from Operations |
10,25,45,180 |
15,44,61,253 |
| Other Income |
1,57,191 |
63,266 |
| Total Revenue |
10,27,02,371 |
15,45,24,519 |
| Profit/(Loss) before Interest and Depreciation |
107,91,458 |
215,62,739 |
| Less: Finance Cost |
- |
- |
| Less: Depreciation |
195,174 |
316,140 |
| Profit/(Loss) before Tax |
105,96,284 |
212,46,599 |
| Less: Current Tax |
- |
- |
| Less: Deferred Tax |
789,731
1 |
- |
| Profit/(Loss) after Tax |
98,06,553 |
212,46,599 |
2. DIVIDEND
In view of conservation of resources and loss incurred by the Company,
during the year under consideration, your Board of Directors could not recommend any
dividend this year. However, your Directors assure you that, barring unforeseen
circumstances and the improvement in the operations of the Company in future, the
management shall be able to offer a reasonable return on your investments.
3. STATE OF THE COMPANY'S AFFAIRS
During the year under review, your Company has recorded Revenue from
Operation of Rs. 10,25,45,180/- in current financial year and Rs. 15,44,61,253/- in
previous financial year.
The Company has earned profit of Rs. 98,06,553/- as compared to the
profit of Rs. 212,46,599/- in respect of the corresponding previous year, after making
deferred tax adjustment.
Further your company is taking effective steps to strengthen the
profitability and financial soundness of the Company.
During the Year under review, there were no changes in Company's nature
of business.
4. DEPOSITORY SYSTEM
The Company's Equity Shares are available for dematerialisation through
Central Depository Services Limited. As on 31st March, 2023, no Equity Shares
of the Company were held in dematerialised form.
5. SHARES:
During the year under review, the company has undertaken following
transactions:
a. Increase in Share Capital:
The Company have increased its Authorised Share capital from Rs.
5 Crores to Rs. 10 Crores vide Ordinary Resolution passed at Extra Ordinary General
Meeting held on 27th January, 2023.
The Company have allotted 141,433 Equity Shares 249,310 Equity
Shares on 20/05/2022 and 27/01/2023 respectively of Rs. 10 each, thereby increasing its
Paid up Share Capital from Rs. 3,89,50,100/- to Rs. 4,28,57,530/-
b. Buy Back of Securities: Nil
c. Sweat Equity: Nil
d. Bonus Shares: Nil
e. Employees Stock Option Plan: The Company has come up with ESOP
Scheme for eligible employees (Directors, CEO, CFO and Managers), to motivate them for
performance at Extra Ordinary General Meeting held on 27th January, 2023,
whereby a total number of 712313 Options to be granted at an exercise price of Rs.10 each
which can be exercised in a period of 15 years from Grant Date.
6. WEB LINK OF ANNUAL RETURN, IF ANY
Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of
Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023
is available on the website of the Company at https://quantoaero.co/.
7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under consideration, there was no change in the Board
of Directors of the Company.
However Mr. Gaurav Surendra Agarwal (DIN: 09304135), have been
appointed as an Additional Director of the Company with effect from 20lh June,
2023 and the Company have recommended him to be regularized as the Director of the Company
at the ensuing Annual General Meeting of the Company.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has held 14 (Fourteen) Board
Meetings during this financial year i.e. 01-04-2022, 28-04-2022, 06-05-2022, 20-05-2022,
09-06-2022, 20-06- 2022, 02-09-2022, 09-09-2022, 24-09-2022, 07-11-2022, 02-01-2023,
05-01-2023, 27-01- 2023 and 28-03-2023
| Sr. No Date of Board Meeting |
No. of Meeting Attended |
| 1. Surendra Kumar Agarwal |
14 |
| 2. Sangeeta Agarwal |
14 |
| 3. Dushyant Kumar Gupta |
5 |
The Prescribed quorum was present for all the Meetings.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, the Directors, based on the
representations received from the Operating Management, after due enquiry, confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 31s1
March, 2023 and of the profit and loss of the Company for the year ended on 31sl
March, 2023;
c) the Directors have 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;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into during the financial year 2022-23 with
Related Parties are given in the Notes to the financial statements which are in the
ordinary course of business and on arms length basis. The Company have not entered into
contract or arrangements which falls under the provisions of sub-section (1) of section
188 of the Companies Act, 2013 with related parties
11. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND POLICY
The provisions of Section 135 of the Act, with regard to Corporate
Social Responsibility (CSR) are at present not applicable on the Company.
12. AUDIT COMMITTEE
The provisions of Section 177 of the Companies Act, 2013 read with Rule
6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not
applicable to the Company.
13. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY
As per Section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 to report the genuine
concerns, the Company is not required constituted the Vigil Mechanism Committee
14. NOMINATION AND REMUNERATION COMMITTEE
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company
15. FIXED DEPOSITS FROM MEMBERS AND FROM PUBLIC
During the financial year under review, the Company has neither
accepted nor renewed any deposit(s) covered under Chapter V of the Act.
16. TRANSFER OF UNCLAIMED AMOUNT TO THE INVESTOR EDUCATION AND
PROTECTION FUND ('IEPF')
During the financial year under review, there was no unclaimed amount
to be transferred to the IEPF.
17. PARTICULARS OF INVESTMENTS MADE, GUARANTEES PROVIDED AND LOANS
GIVEN BY THE COMPANY
The details of loans, guarantees and investments made are set out in
the Notes to the Standalone Financial Statements of the Company. The Company have given
loans and made investment within the limits of the provisions of Section 186 of the Act
and the Rules made thereunder.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between 31st March 2023
and the date of this Report.
19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS
The Directors would like to draw your attention that the Company have
converted its status of private limited to public limited company. Thereby the Company
have received the new Certificate of Incorporation upon convertion to public company on 7,h
September, 2023 from Registrar of Companies, Mumbai.
20. INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has in place, proper and adequate internal controls
commensurate with the nature of its business and size of its operations. The financial
statements are prepared on
Company recognizes that any internal control framework, no matter how
well designed, requires regular audit and review processes to ensure that such systems are
strengthened on an ongoing basis.
21. RISK MANAGEMENT
The Board is of the opinion that there are no major risks affecting the
existence of the Company. The Company has laid down procedures to inform the Board about
the risk assessment and minimization procedures. These procedures are periodically
reviewed to ensure that executive management controls risk through means of a properly
defined framework. The Board and its executive management collectively identifies the
risks impacting the Company's business and document their process of risk identification,
risk minimization, risk optimization as a part of a risk management system.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. Conservation of Energy, Technology Absorption
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished below.
Conservation of energy and technology absorption
a) Conservation of energy
| (i) the steps taken or impact on conservation of energy |
The business activity of the Company is trading of
agricultural products; hence the Management of the Company has taken various steps to
conserve the energy such |
|
a) Rationalization of usage of electrical equipment-
Air-conditioning System, Office Illumination and Desktops |
|
b) Regular monitoring of temperature inside the buildings and
controlling the Air-conditioning System |
| (ii) the steps taken by the company for utilizing alternate
sources of energy |
The Company is in the process of exploring use of alternate
source of energy |
| (iii) the capital investment on energy conservation
equipments |
Nil |
b) Technology absorption
| (i) the efforts made towards technology absorption |
The Company has been taking every step to use Indigenous
Modem Technology for efficient management of product output. |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
The Company has been benefited immensely by usage of
Indigenous Technology for their operations and management, which saved a sizeable amount
of funds |
| (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 |
N. A. |
| (b) the year of import; |
N. A. |
| (c) whether the technology been fully absorbed |
N. A. |
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
N. A. |
| (iv) the expenditure incurred on Research and Development |
N. A. |
c) Foreign Exchange earnings and Outgo
| Foreign Exchange Earnings |
NIL |
| Foreign Exchange Outgo |
NIL |
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
As on 31s' March 2023, the Company has two subsidiary
companies, viz. Quanto Kisan Private Limited (Formerly known QU Mart Private Limited) and
Quanto Agritech Private Limited.
During the year under review, the Company has consolidated its
financial statements, and forms part of this Report. A statement containing the salient
features of the financial statements of the Company's Subsidiaries, in Form AOC-1 as
required under Rule 5 of the Companies (Accounts) Rules, 2014.
24. AUDITORS
M/s. ASOS & Co. Chartered Accountants, Mumbai (Firm Registration
Number 151375W)
has been appointed as Statutory Auditors of the Company at Extra
Ordinary General Meeting of the Company held on 31st July, 2023 for FY 2022-23.
The term of M/s. ASOS & Co. Chartered Accountants, will expire on
forthcoming Annual General Meeting of the Company and are eligible for re-appointment and
the Company has received the consent from them to act as a Statutory Auditors of the
Company for a period of 5 years.
The Statutory Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer; hence do not call for any comments from the
Board of the Company.
25. SECRETARIAL STANDARDS
The Board of Directors confirm that the Company has complied with the
applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board
of Directors' and
26. FRAUD REPORTING
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or to the
Central Government.
27. PARTICULARS OF EMPLOYEES
Disclosures of details with respect to the remuneration of employees as
required under Rule 5 sub-rule (2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are not applicable.
28. POLICY TO PREVENT SEXUAL HARRASSEMENT OF WOMEN AT WORKPLACE
The Company does not require to comply the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received
any complaint, during the year under review, as there is no employee in the Company-
29. OTHER DISCLOSURES
a. There are no proceedings initiated/ pending against the Company
under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
b. During the financial year 2022-23, the Company has not made any
settlement with its Bankers for any loan/ facility availed and/ or still in existence.
c. Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
30. ACKNOWLEDGEMENT
Your Directors wish to place on record sincere appreciation for the
support and co-operation received from various Central and State Government Departments,
organizations and agencies. The Directors also gratefully acknowledge all stakeholders of
your Company, viz., Shareholders, Customers, Dealers, Vendors, Banks and other business
partners for excellent support received from them during the financial year under review.
Your Directors also express their warm appreciation to all the employees of the Company
for their unstinted commitment and continued contribution to the growth of the Company.
|