Director Report

Your Directors have pleasure in presenting the Twentyninth Annual Report together with the Audited Financial Statements for the year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

(Rs. In lakhs)

REVIEW OF OPERATIONS AND OUTLOOK

The Company still does not have any business. All cost cutting measures are implemented more effectively. Attempts to revive the Company continue.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year.

TRANSFER TO RESERVES

In view of the losses, transfer to General Reserves is not applicable.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31^st March 2023.

DIRECTORS

Mr Meleveettil Padmanabhan (DIN: 00101997), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-election.

During the year the Board reappointed Mr V Sriraman (DIN 00207480) as the Wholetime Director for a further term of three years with effect from 18^th May 2023.

Brief resume of the Directors, nature of expertise and names of Companies in which they hold directorship and membership/ chairmanship in Board/Committees as stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annexure to the Notice convening the Annual General Meeting.

BOARD MEETINGS

The details of Board Meetings held during the year are given in the Corporate Governance Report.

STATUTORY AUDITORS

M/s. SVSR & Associates (Firm Registration No.014139S) Chartered Accountants, Chennai were appointed as the Statutory Auditors of the Company at the last AGM held on 27.7.2022 for a period of five years from the conclusion of the 28^th AGM till the conclusion of the 33^rd AGM. The Companies (Amendment) Act, 2017 has dispensed with the requirements of annual ratification of the Statutory Auditors' appointment. Accordingly the appointment of Statutory Auditors will not be placed for the ratification of the members at the ensuing AGM. The Auditors' Report on the financial statements of the Company for the year under review does not contain any qualification, reservation or adverse remark

HUMAN RESOURCES

Nothing to report since there are no operations and employees except Wholetime Director and Company Secretary.

AUDIT COMMITTEE

Audit Committee consists of majority of Independent Directors as its members. During the year, Audit Committee met five times, the details of which are given in the Corporate Governance Report.

OTHER COMMITTEES

The details of Nomination and Remuneration Committee, and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all Independent Directors confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 26 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

The Company has a Nomination and Remuneration policy in place. Any Remuneration payable to Directors / Key Managerial Personnel are based on the approval of Nomination and Remuneration Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan (secured or unsecured) and has not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Company has a Risk Management Policy. However, as per SEBI regulations, Risk Management Committee is not mandatory to the Company

RELATED PARTY TRANSACTIONS

During the year no specific contract / arrangement were entered into by the company with related parties pursuant to Section 188 of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION

In terms of the provisions of the Companies Act, 2013 and the Listing regulations, the Board reviewed and evaluated its own performance and of various Committees. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairman and Non Independent Directors were carried out by the Independent Directors.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has in place a Whistle Blower Policy for Directors / Employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control procedure in place. The internal financial controls are verified and certified by an independent Audit Firm.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Policy is not applicable to the Company.

INTERNAL AUDIT

Internal Audit for the financial year ended 31^st March 2023 was conducted by an independent firm viz. M/s DURV and Associates LLP, Chartered Accountants to evaluate effectiveness and adequacy of internal controls.

SECRETARIAL AUDITOR

Mr B. Prabhakar, Practicing Company Secretary, Chennai was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed to and forms part of this report (Refer Annexure 1).

COST AUDIT

Cost Audit is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT

Not applicable as there are no employees.

MATERIAL CHANGES

There were no material changes and commitments, during the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: a) in the preparation of the annual accounts for the financial year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 and of the profit/loss of the company for that period; c) the Directors had 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 had 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reporting on various aspects of MDA will not be appropriate at present as the Company has still not come out of financial and operational crunch. All possible efforts to revive/restructure the business are being explored. However for the benefit of members current status relating to IT industry in general as reported by Nasscom are briefed in this section even though they may not be applicable to the company in the present scenario.

Nasscom's Strategic Review report focuses on the theme "Priming for a 'No Normal' Future" and explores details about the Indian tech industry's resilience and growth in the wake of global uncertainty and how the industry strengthened its position as a trusted global technology leader over the past two years. The VUCA (volatility, uncertainty, complexity, and ambiguity) world continues to exist, and every one is a witness to a "No Normal Future".Therefore, while enterprises may continue to focus on digital transformation, cost takeout and optimization requirements are also in demand given the macro environment.

Indian tech industry revenue is set to grow to Rs.245 billion in FY2023 in reported currency terms, according to IT industry body Nasscom. It would mean an incremental revenue of Rs.19 billion over FY2022. According to the President of Nasscom, in a no-normal environment that we are living in today, the industry focus continues to be on investing for growth. Propelled by forward-looking policies, strong governance, talent and digital trust to ensure accessibility, privacy, security, and reliability, the Tech Industry in India is on track to accelerate growth to Rs.500 billion 2030.

CORPORATE GOVERNANCE REPORTS

The report on Corporate Governance as required Regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Compliance Certificate from the Statutory Auditors are annexed to and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

With regard to requirements relating to conservation of energy, technology absorption as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has nothing specific to report.

FOREIGN EXCHANGE EARNINGS & OUTGO

Nil

PARTICULARS OF EMPLOYEES

There are no employees who are covered under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

The details of remuneration during the year 2022-23 as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of this report (Refer Annexure 2).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Nil

ANNUAL RETURN

As required under Section 92(3) read with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return for the year 2022-23 is put up on the Company's website and can be accessed at http://www.quintegrasolutions.com.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and cooperation received from all its associates - the shareholders, customers, suppliers, banks, Government Departments and the employees.