Directors Report of Quasar India Ltd.

Mar 31, 2024

Your Directors are pleased to present the 45^th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous financial year ended on 31^st March, 2023 is given below:

(Amount in Thousand)
Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operations	364574.35	38224.79
Other Income	0.00	5234.71
Total Revenue	364574.35	43459.49
Total Expenses	340863.33	31305.02
Profit / Loss before Depreciation. Exceptional and Extra Ordinary Items and Tax Expenses	23711.03	12154.48
Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	23711.03	12154.48
Less: Current Tax	6308.07	2028.58
Deferred Tax	817.93	0.00
Income Tax of Previous Year	545.28	0.00
Profit / Loss for the Period	16039.75	10125.90
Earnings Per Share (EPS)
Basis	3.00	1.89
Diluted	3.00	1.89

2. OPERATIONS:

Total revenue from operations for Financial Year 2023-24 is Rs. 364574.35 thousand as compared to total revenue from operations of Rs. 43459.49 thousand for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2023-24 of Rs. 23711.03 thousand as compared to Profit before tax of Rs. 12154.48 thousand for previous Financial Year. The Net Profit after tax for the Financial Year 2023-24 is Rs. 16039.75 thousand as compared to Net Profit after tax of Rs. 10125.90 thousand for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company’s website at www.quasarindia.in.

5. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL :

The authorized share capital of the Company as on 31^st March, 2024 is Rs. 5,47,00,000/- (Rupees Five Crores Forty-Seven Lakhs Only) divided into 54,70,000 (Fifty-Four Lakhs Seventy Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL :

The paid-up share capital of the Company as on 31^st March, 2024 is Rs. 5,35,25,000/- (Rupees Five Crores Thirty-Five Lakhs Twenty-Five Thousand Only) divided into 53,52,500 (Fifty-Three Lakhs Fifty -Two Thousand Five Hundred) equity shares of Rs. 10/- (Rupees Ten Only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - NIL).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders has been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

12. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 11 (Eleven) times viz. 27^th May, 2023, 9^th August, 2023, 10^th August, 2023, 5^th September, 2023, 6^th October, 2023, 4^th November, 2023, 8^th November, 2023, 14^th December, 2023, 18^th December, 2023, 24^th January, 2024 and 27^th March, 2024.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there is no material departure 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 financial year and of the profit of the company for the financial year ended on 31^st March, 2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 are operating effectively and;

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.

14. CORPORATE SOCIAL RESPONSIBILITY fCSR):

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:A. Auditors’ Report:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

B. Secretarial Auditor’s Report:

The Secretarial Audit Report for the Financial Year 2023-24 i.e. Form MR-3. The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) There was a delayed submission of financial results for the period ended December 31, 2023 as to the Stock Exchange as per regulation 33 of the SEBI LODR Regulations, 2015

Reply:

We regret the delay in submitting the financial results under Regulation 33 of the SEBI (LODR) Regulations, 2015, for the Quarter ended 31^st December, 2023 but we have submitted the required financial results to the stock exchange with the transparency and accountability.

16. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary -Course of business and on an arm’s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company’s current working and future outlook as per Annexure - 1.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

20. RESERVES & SURPLUS:
	Sr. No.	Particulars	Amount (In Thousand)
	1.	Balance at the beginning of the year	9950.93
	2.	Current Year’s Profit	16039.75
	Total		25990.68

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2023-24.

	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil
d.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

23. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.quasarindia.in.

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

26. STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

27. STATEMENT ON ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors’ inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas: a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

29. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2023-24.

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

33. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Sameer Amit Shah1	Managing Director	08712851
2.	Ms. Shetal Viral Sheth2	Additional Non-Executive Director	03306760
3.	Ms. Saasha Lloyd Rozario3	Additional Independent Director	10414941
4.	Mr. Vijaybhai Patni4	Managing Director	08712851
5.	Ms. Hansaben Parmar5	Non-Executive Director	09684012
6.	Mr. Nishit Bharatbhai Popat5	Independent Director	09279612
7.	Ms. Hetal Neel Pathak5	Independent Director	09683121
8.	Mr. Nirav Kishorachandra Mahadevia6	Additional Independent Director	02512770
9.	Mr. Lovish Kataria7	Additional Independent Director	06925922
10.	Ms. Namrata Sharma7	Additional Independent Director	10204473
11.	Mr. Vishal Babubhai Makwana8	Managing Director	10671094
12.	Ms. Shital Vishal Makwana9	Additional Non-Executive Director	09683121
13.	Mr. Anand Lohia10	Company Secretary	ACNPL3538M
14.	Mr. Vijaybhai Patni4	Chief Financial Officer	DJVPP9467H
15.	Mr. Manojkumar Nanavati11	Chief Financial Officer	APAPN2255F
16.	Mr. Vishal Babubhai Makwana8	Chief Financial Officer	CEGPM6560R

¹ Mr. Sameer Amit Shah has been appointed as a Managing Director w.e.f. 14^th December, 2023 and had given resignation as a Managing Director w.e.f. 19^th June, 2024.

² Ms. Shetal Viral Sheth has been appointed as an Additional Non-Executive Director w.e.f. 14^th December, 2023 and had given resignation as an Additional Non-Executive Director w.e.f. 29^th May, 2024.

³. Ms. Saasha Lloyd Rozario has been appointed as an Additional Independent Director w.e.f. 14^th December, 2023 and had given resignation as an Additional Independent Director w.e.f. 6^th July, 2024.

⁴. Mr. Vijaybhai Patni had given resignation as a Managing Director and Chief Financial Officer w.e.f. 15^th December, 2023.

⁵. Ms. Hansaben Parmar had given resignation as Non-Executive Director w.e.f. 15^th December, 2023, Mr. Nishit Bharatbhai Popat had given resignation as Independent Director w.e.f. 1^st December, 2023 and Ms. Hetal Neel Pathak had given resignation as Independent Director w.e.f. 1^st January, 2024.

⁶. Mr. Nirav Kishorachandra Mahadevia has been appointed as an Additional Independent Director w.e.f 24^th January, 2024 and had given resignation as an Additional Independent Director w.e.f. 20^th May, 2024.

⁷. Mr. Lovish Kataria and Ms. Namrata Sharma has been appointed as an Additional Independent Director w.e.f 20^th May, 2024

⁸ Mr. Vishal Babubhai Makwana has been appointed as a Managing Director w.e.f. 19^th June, 2024 and appointed as a Chief Financial Officer w.e.f. 6^th July, 2024

⁹. Mr. Shital Vishal Makwana has been appointed as an Additional Non-Executive Director w.e.f. 6^th July, 2024

¹⁰ Mr. Anand Lohia had given resignation as a Company Secretary and Compliance Officer w.e.f 15^th May, 2024

¹¹ Mr. Manojkumar Nanavati had been appointed as a Chief Financial Officer w.e.f. 14^th December, 2023 and given resignation w.e.f. 6^th July, 2024

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board’s Report. As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

34. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Namrata Sharma and Mr. Lovish Kataria are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

35. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, quarterly compliance report on requirement Corporate Governance is not applicable to the Company. Hence, Corporate Governance does not form part of this Board’s Report.

36. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

37. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. 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.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

38. AUDITORS:A. Statutory Auditor:

M/s V S S B & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 121356W), were appointed as the Statutory Auditors of the Company for the Financial Year 2023-24.

M/s V S S B & Associates, Chartered Accountants, resigned as a statutory auditor of the Company as on 11^th May, 2024. The Board of Director of the Company has been appointed M/s. J Singh & Associates, Chartered Accountants, (FRN: 110266W) as the Statutory Auditor of the Company as on 21^st June, 2024 to fill the Casual Vacancy.

The Auditor’s report for the financial year ended on 31^st March, 2024 has been issued with an unmodified opinion by the M/s. V S S B & Associates, Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure - 2 in Form MR-3.

39. DISCLOSURES:

A. Audit Committee:

During the year under review, meetings of members of the Audit Committee as tabulated below, was held on 27^th May, 2023, 9^th August, 2023, 10^th August, 2023, 5^th September, 2023, 8^th November, 2023 and 27^th March, 2024 the attendance records of the members of the Committee are as follows:

The constitution of the Audit Committee is as follows:

Sr. No.	Name	Designation	Nature of Directorship
1.	Ms. Namrata Sharma	Chairperson	Non-Executive Independent Director
2.	Mr. Lovish Kataria	Member	Non-Executive Independent Director
3.	Mr. Vishal Babubhai Makwana	Member	Managing Director

B. Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration Committee as tabulated below, was held on 4^th November, 2023, 14^th December, 2023, and 24^th January, 2024 the attendance records of the members of the Committee are as follows:

The constitution of the Nomination and Remuneration Committee is as follows:

Sr. No.	Name	Designation	Nature of Directorship
1.	Mr. Lovish Kataria	Chairperson	Non-Executive Independent Director
2.	Ms. Namrata Sharma	Member	Non-Executive Independent Director
3.	Ms. Shital Vishal Makwana	Member	Non-Executive NonIndependent Director

C. Stakeholders Relationship Committee:

During the year under review, meetings of members of the Stakeholders Relationship Committee as tabulated below, was held on 5^th September, 2023, the attendance records of the members of the Committee are as follows:

The constitution of the Stakeholders Relationship Committee is as follows:

Sr. No.	Name	Status	Nature of Directorship
1.	Ms. Namrata Sharma	Chairperson	Non-Executive Independent Director
2.	Mr. Lovish Kataria	Member	Non-Executive Independent Director
3.	Mr. Vishal Babubhai Makwana	Member	Managing Director

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

41. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

42. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

---

Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting the 36th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

FINANCIAL PERFORMANCE/ SUMMARY

Particulars Financial year ended (in Rupees) 31st March, 2015 31st March, 2014

Total Income 10,48,39,836 2,19,57,448

Total expenditure 10,37,09,103 2,17,02,490

Profit/(Loss) before tax 11,30,733 2,54,958

Profit/ (Loss) after tax 7,98,078 1,76,488

Paid- up Share Capital 5,35,25,000 5,35,25,000

Reserves and Surplus 15,40,543 7,30,005

DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2014-2015. The Board assures you to present a much strong financial statements in coming years.

SHARE CAPITAL

During the year under review the company has not issued any shares or debentures or any other convertible instruments.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of trading in and manufacture all types of plywood, paper and rayon pulp, board, multiple ply including craft, tissues, carbon and block papers, writing and printing papers, absorbent and blotting papers, newsprint, filter and antique paper, coated and art papers, bond papers, cloth lined paper, azurelaid and wove paper, cream laid paper, grease proof paper, etc.

It also deals in trading and manufacture of articles made from paper, board or pulp such as, stationery and book binding and to carry on the business of Traders, Importers and Exporters in all kind of goods either manufacture, semi-manufactured or raw materials and to deal in manufacturing and supply fabrics, garments, fabric related items etc.

During the year review the Company has added the following business into its main objects:- To carry on business as traders in all commodities and commodity derivatives, and to act as providing services for commodities and to carry on business of acquiring, dealing, trading in shares, securities, currency including their derivatives and F&O and to carry on business as importers, exporters, traders, distributers, stockiest , buyers, sellers, agents or merchants in all kind of electronic goods, general goods and construction material goods.

MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANIES DURING THE YEAR

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company has no subsidiaries, joint venture companies so there is no requirement of description of performance of Subsidiaries and Joint Venture companies.

AUDITORS

Statutory Auditor

At the Annual General meeting held on 13th August, 2014, M/s V.N. Purohit & Co., Chartered Accountants, were appointed as statutory auditors of the Company pursuant to provisions of Section 139 and 142 and other applicable provisions, if any, of the Companies Act,2013 to hold office from the conclusion of that Annual General Meeting till the conclusion of 5th consecutive Annual General Meeting subject to ratification by the members at every Annual General Meeting at a remuneration to be decided by board of directors in consultation with Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

Accordingly, the Board recommends to the members of the Company for ratification of appointment of M/s V.N. Purohit & Co., Chartered Accountants as statutory auditors of the Company.

In this regard M/s V.N. Purohit & Co., Chartered Accountants have submitted their written consent that they are eligible and qualified to be re- appointed as statutory auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Auditor's Report

All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments under section 197(12) of the Companies Act, 2013.

Secretarial Auditor

Ms. Rachna Bhasin, Practicing Company Secretary was appointed by the Board to conduct the secretarial audit of the Company for the F.Y 2014-2015, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial audit Report for FY 2014-2015 forms part of the annual report as Annexure I.

Internal Auditor

M/s Anil Hariram Gupta & Co., Chartered Accountants performs the duties of internal auditors of the company and its report for F.Y. 2014-2015 is reviewed by the Audit Committee from time to time.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators and courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of annual return in the prescribed format is appended as Annexure II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of Board's Report for the year ended March 31, 2015 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company, therefore the information as required under the Companies (Accounts) Rules, 2014 is not given. However the company is conscious about its responsibility to conserve energy, power, and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R & D.

S. No. Parameters F.Y. 2014-2015 F.Y.2013-2014

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

RISK MANAGEMENT POLICY

The Company has implemented Risk Management Policy (annexed as Annexure III) and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on Company's website http://www.quasarindia.in/investor.php

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at March 31, 2015 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

NUMBER OF MEETINGS OF THE BOARD

The Boards of Directors duly met 13 (Thirteen) times during the Financial Year 2014- 15, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two board meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent directors to maintain the independence of the board, separate its function of Governance and Management. As on March 31, 2015, the Board consists of 3 members, one of whom are executive or whole time directors, and other two are independent Director. The Board periodically evaluates the need for change in its composition and its size.

The policy of the company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the companies Act, 2013, adopted by the Board, is appended as Annexure IV to the Board's Report. We affirm that remuneration paid to the directors is as per the terms laid out in the remuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement.

BOARD EVALUATION

Clause 49 of the listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the board on its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in this Annual report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every new independent director of the board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/ senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The format of the letter of appointment is available on our website i.e. http://www.quasarindia.in/investor.php

INDUCTIONS

On the recommendation of nomination and remuneration committee, the Board appointed Mrs. Usha Sharma as an Additional Director of the Company w.e.f 30.03.2015.

Mr. Ganesh Prasad Gupta, Independent Director has given declaration that he meets the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing Agreement.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

None of the directors are directly/ indirectly related to each other.

CHANGE IN DIRECTORS

During the year, Mr. Yogesh Bansal has resigned from the Directorship of the Company w.e.f April 16, 2015 and Mrs. Usha Sharma has been appointed as Additional Director of the Company w.e.f March 30, 2015.

DETAILS OF KEY MANAGERIAL PERSONNEL

The following 3 (Three) persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Mr. Ankit Agarwal – Whole Time Director

2. Mr. Narender Kumar Gaur- Chief Financial Officer

3. Mr. Sandeep Kumar- Company Secretary

COMMITTEES OF THE BOARD

Currently, the Board has 4 (Four) Committees; the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance report section in this annual report. The Composition of committees and compliances, as per applicable provisions of the act and rules, are as follows:

Name of the Committee Composition of Committee Highlights of Duties, responsibilities and activities

Audit Committee 1. Mr. Ganesh Prasad Gupta 1. All recommendations made (Chairman) by the audit committee during

2. Mr. Ankit Agarwal the year were accepted by the 3. Mrs. Usha Sharma Board.

2. The Company has adopted 4. Mr. Sandeep Kumar the whistleblower mechanism (Company Secretary) for directors and employees to report concerns about unethical behavior, actual or suspected fraud, violation of the Company's Code of Conduct and Ethics. The whistleblower policy is appended as annexure V to the Board's report.

3. In accordance with the requirement of the listing Agreement, the Company has formulated policies on related party transactions on material subsidiaries. The policies including the whistleblower Policy, are available on our website

Nomination and 1. Mr. Ganesh Prasad Gupta 1. The Committee oversees and Remuneration (Chairman) administers executive Committee 2. Mr. Ankit Agarwal compensation, operating

3. Mrs. Usha Sharma under a written charter Committee adopted by our Board of Directors.

2. The committee has a right to directly retain independent advisors to assist it

3. The nomination and remuneration committee has framed the nomination and remuneration policy. A copy of the policy is appended as annexure IV to the Board's report.

Stakeholders 1. Mr. Ankit Agarwal 1. The committee reviews and Relationship Committee (Chairman) ensures redressal of Investor 2. Mr. Ganesh Prasad grievances Gupta

3. Mrs. Usha Sharma

Risk Management 1. Mr. Ankit Agarwal 1.To recommend to the Board Committee (Chairman) and then formally announce, 2. Mr. Ganesh Prasad Gupta implement and maintain a

3. Mrs. Usha Sharma sound system of risk oversight, management and internal control which identifies, assesses, manages and monitors risk.

2. To considers ethical and broader stakeholder values in its assessment and management of risks and internal procedures.

3. The Committee can consider other matters relating to risk management that it considers desirable.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of audit Committee, in appropriate and exceptional cases.

Accordingly, 'whistle Blower policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about irregularities within the Company.

This policy is also posted on the website (http://www.quasarindia.in/investor.php ) of the company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.quasarindia.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Particulars of Loans and Guarantees are provided in the financial statements (please refer the Note 13 to the financial Statements).

RELATED PARTY TRANSACTIONS

The Company has entered into a contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013. (Details of Such Contracts and Arrangements are enclosed as Annexure- VI in Form AOC-2).

REPORT ON CORPORATE GOVERNANCE

A report on corporate governance is annexed herewith. As required by Clause 49 of the Listing Agreement, Certification on Corporate Governance from PCS is enclosed to the Board's Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company are as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the Year Nil

b) Employed for part of the year Nil

The remuneration paid to all key managerial personnel was in accordance with remuneration policy adopted by the company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by members at the registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financial Officer in advance.

SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual harassment policy in line with the requirements of the sexual harassment of Women at workplace ( Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Year 2014-2015, no complaints were received by the Company related to sexual harassment.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to our Company. Since no initiative with respect to environmental, social etc has been taken.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of the provisions of Section 133 of the Companies Act, 2013 and read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

The directors confirm that:

- In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

- 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 and loss of the company for that period.

- The directors have taken proper and sufficient care towards 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.

- The directors had prepared the annual accounts on a going concern basis.

- The directors have laid down internal financial controls, which are adequate and are operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay Stock Exchange Ltd) and Delhi Stock Exchange Limited (DSE). The Company has already paid listing fees for the financial Year 2015-16.

CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

For and on behalf of the Board

For Quasar India Limited

Sd/- Sd/-

Place: New Delhi Ankit Agarwal Ganesh Prasad Gupta

Date: 29.05.2015 Whole Time Director Director

DIN: 05254327 DIN: 03611693

---

Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in Rupees)

31st March, 2014 31st March, 2013

Total Income 2,19,57,448 4,00,000

Total Expenditure 2,17,02,489.85 2,90,416

Profit/ (Loss) before tax 2,54,958.15 1,09,584

Profit/ (Loss) after tax 1,76,488.15 63,262

Paid-up Share Capital 5,35,25,000 24,75,000

Reserves and Surplus 7,30,005.15 5,53,517

Material changes and commitment affecting the financial position of the Company after the close of financial year

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2014 till the date of this report.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no expert Activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review. none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956. read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Establishment of Vigil Mechanism

The Board of Directors have established Vigil Mechanism for directors and employees.

Changes among Directors

During the year under review, there has been no change in the composition of the Board of Directors of the Company,

Appointment of Company Secretary

During the year under review, Mr. Sandeep Kumar has been appointed as the Company Secretary of the Company as on 1st March, 2014.

Directors'' Responsibility Statement

In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report there on, your Directors confirm that:

a. in 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 judgements and estimates that are reasonable and prudent so as to give a true and Fair view of the stale of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date:

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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 controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Stock Exchange Listing

The Equity Shares of the Company are listed at the Delhi Stock Exchange (DSE), The Company has already paid listing fees for the financial year 2013- 14 to the DSE.

Equity shares of the Company also got listed at Bombay Stock Exchange (BSE) on 16th June, 2014.

Audit Committee

Pursuant to Clause 49 of Listing Agreement and Section 292A of the Companies Act, 1956, the Audit Committee has been constituted as on 18th February, 2014 with three directors as its members namely Mr. Yogesh Bansal. Mr. Ankit Agarwal and Mr. Ganesh Prasad Gupta.

Corporate Governance

Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the Company and the Company is complying with the provisions of Clause 49 of the Listing Agreement,

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board For Quasar India Limited

Sd/- Sd/- Date : 12th July, 2014 Ankit Agarwal Ganesh Prasad Gupta Place: Delhi Director Director (DIN- 05254327) (DIN: 03611693)

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 34^ Annua) Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

During the year under review total Income of the Company was Rs. 4 Lac as against Rs. 0.4 lac in the previous year. The Company made a profit after tax of Rs. 63,262 as against a profit after tax of Rs. 4,294 in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the ctose of financial year Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2013 till the date of this report.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technofogy Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technofogy Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technofogy absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export In the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Emptoyees

During the financial year under review, none of the Company''s emptoyees was in receipt of remuneration as prescribed under section 217{2A) of the Companies Act, 1956, read with the Companies (Particulars of Emptoyees) Rules, 1975, and hence no particulars are required to be disctosed in this Report.

Conges among Directors

During the year under review, Mr. Tripurari Prasad Roy appointed as director of the Company w.e.f 29/09/2012 and Mi. Rajeev Baksht resigned from the directorship w.e.f 29/09/2012. Mr. Ankit Agarwal appointed as director of the Company w.e.f. 15-10-2012. Mr. Canesh Prasad Gupta and Mr. Yogesh Bansal appointed as directors of the Company w.e.f. 05-08-2013

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re- appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from Ms Sarika Dugar, Company Secretaries, Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annua! accounts, the applicable accounting standards have been foftowed;

b. the Directors have selected such accounting poficies 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The Equity Shares of the Company are listed at Delhi Stock Exchange.

Acknowledgement -

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the emptoyees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board of Quasar India Limited

Sd/- Sd/- Canesh Prasad Cupta Yogesh Bansal Date: 5th September, 2013 Place: Delhi Director Director

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in submitting herewith their 33rd annual report with audited statement of accounts for the year ending 31st March 2012.

1. Financial Results

Your Directors are trying very hard to strengthen the financial position of company. The company earned a loss of Rs. 4295.00 during the year. In view of the Loss the Board of Directors are unable to declare any dividend.

2. Fixed Deposits

During the year, the company has not accepted deposits from the public.

3. Auditors

M/S SINGH AGARWAL & Associates, Chartered Accountants, the Statutory Auditors are retiring on the conclusion of the forthcoming Annual General Meeting and have shown their willingness for being reappointed as the Statutory Auditors and have confirmed that if they are reappointed as the ensuing Annual General Meeting as the Statutory Auditors the same will be within the limits specified in section 224(IB) of the Companies Act, 1956. Members are requested to appoint Auditors and fix their remuneration.

4. Conservation of energy, technology absorption, foreign exchange Earnings and outgo.

The Company is doing business unrelated to energy consumption, Technology absorption. The Company has not spent/earned any foreign exchange during the period.

5. As required under section 217(2AA) of the Companies Act, the Directors hereby confirm that:

I. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. That 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 & fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the period.

III. That the directors had taken proper and sufficient care of the maintenance of 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.

IV. That the directors had prepared the annual accounts on going concern basis.

6. EMLOYEES

Information u/s 217 (2A) of the Companies Act 1956 , read with the Companies (Particulars of Employees) Rules, 1975 is not furnished as there were no employees drawing a salary in excess of the limits specified in the said section. None of the employees of the company are relative of any director of the company.

7. There was no buy back of any shares during the financial year.

8. Compliance Certificate U/S 383 A from the Company Secretary

A Secretarial Compliance Certificate furnished by a whole time practicing Company Secretary, pursuant to section 383 A of the Companies Act, 1956, and in accordance with the Companies(Compliance Certificate) Rule,2001 is attached herewith.

For Quasar India Limited

Sd/- Sd/- Rakesh Paliwal Baljinder Singh Dated: 09.06.2012 Place: New Delhi

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the operations of the company together with the Audited Statement of Account for the Year ended at 31st March 2011.

FINANCIAL RESULTS

Net Profit for the yr. Rs 779.41

AUDITOR ''S COMMENTS

To Auditors in their Report have referred to the notes forming part of the accounts. The notes are self-explanatory and need no comments.

Thfrompaify during the period under review did fine business, your Directors are mXg efforts to improve operations and have received good response for its services.

IvflSish Paiiwal director of the company retires by rotation and being eligible offers himself for re-appointment.

Mr Baliinder Singh was appointed as non-executive director to hold office up to the c!ndution of ensuing AnnS General Meeting, accordingly resolution ,s proposed for appointment as director liable to retire by rotation.

AUDITORS

M/S SINGH AGARWAL & ASSOCIATES, Chartered Accountants Lucknow as the Sttutoly Auditor of the Company will retire at the conclusion of ensuing Annual general Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

Information as per Section 217 2A of the Companies act, 1956 as amended by the companies Amendment act 1988 read with the comapnies particulars of emplotess rule 1975 not required as there was no employee on the rolls of the company covered therein.

DIRECTORS'' RFRPONSIBILITY STATEMENT

Pursuant to the requirements of section 21/ (2AA) of the Compan.es Act, 1956, H is hereby confirmed:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That 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 a true and fair view of the state of affairs of the company at the end the financial year and of the profit or Loss of the company the period under review;

3. That 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;

4. That the Directors have prepared the annual accounts for the year ended 31.03.11 on a going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED U/S 383A OF THE COMPANIES ACT, 1956

Secretarial compliance report is enclosed as required u/s 383A of the companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Since your company is not engaged in manufacturing activities, disclosure of information in respect of conservation of energy and technology absorption is not applicable to the company.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

There was no transaction during the period involving foreign exchange.

ACKNOWLEDGEMENT

Your Directors wish to thanks to the Government and semi government agencies, bankers and staff for the support and co-operation extended by them to the management.

For, Quasar India Limited

Director Director (Rakesh Paliwal) (Baljinder Singh) Place:-New Delhi Dated: 03.09.2011