Quess Corp Ltd

Quess Corp Ltd, India's leading integrated business services provider was established in September 19th, 2007. The company is engaged in the business of providing services in global technology solutions, people and services, integrated facility management, industrials and Internet business. Headquartered in Bengaluru, the company has a pan-India presence with 83 offices, as well as operations in North America, South America, the Middle East and South East Asia. Quess serves over 1,700 clients worldwide. Quess Corp was promoted earlier by Fairfax Financial Holdings through its Indian subsidiary, Thomas Cook India Ltd (TCIL) and Mr. Ajit Isaac, Chairman & MD. In 2008, Quess Corp acquired Avon Facility Management Services Ltd, which helped it start a new line of business in the facility management space. In 2009, Quess Corp acquired Coachieve Solutions Private Limited, a Human Resource Solutions company which expand Quess Corp' offerings into the HR solutions space. In 2010, Quess Corp ventured into the high-margin business of professional IT Staffing with the acquisition of Magna Infotech. In 2013, Quess Corp secured a strategic investment from Fairfax Financial Holdings. Fairfax invested in Quess through their Indian subsidiary, Thomas Cook India Limited. In 2014, Quess Corp acquired Hofincons Infotech & Industrial Services ltd Bangalore to set up a new business segment in the Industrial Asset Management space. On 17 September 2014, Quess Corp signed a definitive agreement to acquire Brainhunter (Zylog Systems (Canada) Limited), subject to statutory and regulatory approvals. Brainhunter headquartered in Toronto (Canada), is a leading IT and Engineering professional firm, employing about 700 professionals and with revenues of about USD 80 million. On 13 February 2015, Quess Corp announced the signing of a definitive agreement to acquire Aramark India Pvt Ltd (Aramark India) from Aramark, subject to statutory and regulatory approvals. Based out of Mumbai, Aramark India is a facility management company with niche offerings in hospitality and healthcare facility management. The company has operations in more than 80 sites pan-India and with a workforce of over 2,500 employees spread across 9 states. Aramark India services several marquee clients, many of whom are amongst India's leading conglomerates. This acquisition will strengthen Quess' position as a leading pan India facilities management player with an integrated service offering spanning soft and hard services, pest control and catering. On 1 January 2016, Quess Corp Ltd. announced the completion of the acquisition of MFXchange holdings Inc (MFX) from Fairfax Financial Holdings Limited (Fairfax) with the purchase of the remaining 51% stake in the company pursuant to the terms of a share purchase agreement that was entered into Fairfax on 3 November 2014. Quess had earlier acquired a 49% stake in MFX from Fairfax in November 2014 under the Purchase Agreement. Based out of Morristown, NJ (US), MFX is leading provider of hosted information technology applications and outsourcing solutions for the US commercial property and casualty insurance industry. The acquisition is expected to strengthen Quess' Global Technology Solutions business segment due to MFX's presence in the niche insurance focused IT Products and Solutions space in North America. Quess Corp Ltd undertook an initial public offer of equity shares and subsequently its equity shares were listed on the Bombay Stock Exchange (BSE) and National Stock Exchange on 12 July 2016. On 19 October 2016, Quess Corp announced that it has entered into a definitive agreement to acquire a 49% stake in Terrier Security Services (India) Private Limited (Terrier), marking its entry into the manned guarding and security solutions business. With a track record of over 27 years, Terrier is among the leading providers of manned guarding services in India. In addition, Terrier also provides training services for security personnel and electronic security solutions to clients. In 2017, Quess Corp expanded its geographical footprint by acquiring Comtel Solutions Pte. Ltd. - a market leader in IT Staffing in Singapore. Comtel is one of Singapore's largest independent staffing companies with services offered across staffing solutions, managed services solutions, and recruitment and search services with operations across Malaysia and Indonesia. During the financial year ended 31 March 2018, Quess Corp successfully closed its first Institutional Placement Programme (IPP) and rose about Rs 874 crore of stock and through this process added some marquee investors as its shareholders. The IPP was priced at Rs 800 per share. On 25 October 2017, Quess entered into an agreement to acquire 70% equity in Vedang Cellular Services Private Limited. Quess completed this acquisition for a consideration of Rs 40 crore on 10 November 2017. Vedang plans, designs and optimizes telecom cell sites and also installs active components on cellular towers and their O&M. It is one of the largest players in the telecom network operations and maintenance space with strong industry relations, superior service offerings and deep technical capabilities. On 20 November 2017, Quess entered into an agreement to acquire 51% stake in Conneqt Business Solutions Limited (formerly known as Tata Business Support Services). Quess paid Rs 153 crore cash consideration for this acquisition. The transaction was closed on 27 November 2017. Headquartered in Hyderabad, Conneqt is among India's premier Customer Experience (CX) management companies, with over ten years of sectoral expertise. On 30 Novembers 2017, National Company Law Tribunal (NCLT) approved the Scheme of Merger of the facilities management business of Manipal Integrated Services (MIS) into Quess Corp with effect from 1 December 2016. Pursuant to NCLT approval, Quess issued 71.49 lakh equity shares to equity shareholders of MIS as part of the remaining consideration. This strategic acquisition gave Quess a strong foothold in the rapidly growing healthcare and education facility management space and helped Quess become a leading integrated facility management provider in the country. On 24 January 2018, Quess announced to acquire 90% stake in Greenpiece Landscapes India Private Limited for a cash consideration upto Rs 26 crore. This consideration was subject to adjustments based on future performances of the company. The transaction was closed on 8 May 2018. Greenpiece is a leading end-to-end design and landscaping services firm catering to marquee corporate, industrial and real estate firms in India and abroad. On 31 January 2018, Quess announced to acquire 100% stake in Monster India and its business in South East Asia and the Middle East for a cash consideration of USD 14 million on a debt-free cash-free basis. The transaction was closed on 8 February 2018. Monster, a leading online career and recruitment resource with its cutting-edge technology, provides relevant profiles to employers and relevant jobs to jobseekers across industry verticals, experience levels and geographies. On 31 January 2018, Quess announced to acquire 100% stake in HCL Computing Products Limited, which further acquired Care Business of HCL Services Limited, a subsidiary of HCL Infosystems Limited. The consideration was Rs 30 crore (on a debt-free cash-free basis) via a combination of primary and secondary payouts. The transaction was closed on 11 April 2018. Post-acquisition, the acquired business has been re-branded as DigiCare' to give it a distinct and unique corporate identity in the Consumer Services space. DigiCare is one of the leading after-sales service providers for product categories such as mobile phones, consumer electronics and consumer durables in the customer lifecycle management space. The Board of Directors of Quess Corp Limited (Quess) at its meeting held on 23 April 2018 approved the Scheme of Arrangement whereby the Human Resource business of Thomas Cook (India) Limited (TCIL) along with TCIL's investment in Quess will be demerged to Quess through an NCLT process. This is subject to regulatory approvals. Pursuant to the scheme, TCIL shareholders will receive 1,889 equity shares of Quess (of Rs 10 each) for every 10,000 equity shares (of Rs 1 each) held in TCIL. This arrangement will primarily lead to the overall public shareholding in Quess increasing from approximately 28% to 45%, resulting in a more diverse shareholder base with higher liquidity for Quess shares in the capital market. Existing promoter of TCIL, Fairbridge Capital Mauritius Limited, would be classified, as the promoter of Quess and this would further add strategic value for Quess going forward. Thomas Cook (India) Limited (TCIL) ceased to be the parent company and Fairfax Financial Holding Limited (FFHL) ceased to be the ultimate holding company of Quess Corp Limited with effect from 1 March 2018. Subsequent to 31 March 2019, the Company ('PAC') through its subsidiary Conneqt Business Solutions Limited ('Acquirer') has entered into a Share Purchase Agreement ('SPA') with Mr. Ramamoorthy Jagadish and Mr. Adisheshan Saravanan ('SPA1') and First Carlyle Ventures Mauritius ('SPA2') and shareholders of Allsec Technologies Limited ('Target') to acquire 1,33,11,060 fully paid equity shares. On 17 April 2019, the Acquirer has entered into a SPA with SPA1 to acquire 53,87,155 shares at Rs 320.00 per share amounting to Rs 17,238.90 lakhs and with SPA2 to acquire 39,61,940 shares at Rs 250.00 per share amounting to Rs 9,904.85 lakhs. Pursuant to Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ('SEBI SAST Regulations') the Acquirer along with the PAC have made a Public Announcement ('PA') for Open Offer ('Offer') to the shareholders of the Target Company to acquire up to 39,61,965 fully paid equity shares of Rs 10.00 each at a price of Rs 320.00 per share, payable in cash. On 3 May 2019 the Draft Letter of Offer is filed with Securities and Exchange Board of India ('SEBI'). The Acquirer and the PAC have appointed Axis Capital Limited as the Managers to the Open Offer, in terms of Regulation 12 of the SEBI SAST Regulations. Subsequent to 31 March 2019, the Board of Directors of the Company at its meeting held on 17 April 2019, considered and approved additional investment of (a) Rs 19,310.00 lakhs by way of subscription to equity shares to be issued and allotted by Conneqt Business Solutions Limited ('CBSL') ('the Equity Subscription') and (b) Not exceeding Rs 21,000.00 lakhs by way of subscription to compulsorily convertible debentures ('CCDs') to be issued and allotted by CBSL. Pursuant to the Equity Subscription, the total shareholding of the Company in CBSL will increase from 51.00% to 70.00%. The foregoing shareholding of Quess in CBSL may further increase on conversion of the CCDs. Subsequent to 31 March 2019, on 7 May 2019 the Company acquired balance 10.00% equity stake in GLIPL at a consideration of Rs 280.00 lakhs and GLIPL has become 100.00% subsidiary of the Company. On October 25, 2018 the Board of Directors had accorded its approval for merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited) with Quess. As on 31 March 2019,the company has 16 domestic,18 overseas subsidiaries,2 domestic associate and 3 overseas associate companies under its roof. Pursuant to the order dated 28 June 2019 of the Hon'ble National Company Law Tribunal ('NCLT'), Bengaluru Bench, sanctioning the Composite Scheme of Arrangement and Amalgamation ('Scheme') amongst Thomas Cook (India) Limited ('TCIL') and Travel Corporation (India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess Corp Limited and their respective Shareholders and Creditors, the Company obtained the approval of Shareholders and Creditors on 20 August 2019. The Scheme was sanctioned by the Hon'ble NCLT, Mumbai Bench and Hon'ble NCLT, Bengaluru Bench vide their orders dated 10 October 2019 and 7 November 2019 respectively. On 9 December 2019, the Board of Directors approved the allotment of 7,14,56,240 equity shares of the face value of Rs 10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 6 December 2019 ('Record Date') as per the share entitlement ratio, i.e., 1889 equity shares of Quess of Rs 10 each fully paid up for every 10,000 equity shares of Re. 1 each held in TCIL, as approved the Hon'ble NCLT of Mumbai and Bengaluru Bench, and also approved the cancellation and reduction of 7,13,23,496 equity shares held by TCIL. Pursuant to Clause 32.7 of the Scheme, Fairbridge Capital (Mauritius) Limited, promoter of TCIL, became the promoter of Quess upon issuance and allotment of equity shares. During the year 2019-20, MFX Chile SpA was dissolved on 9 December 2019. As on 31 March 2020,the company has 13 domestic,20 overseas subsidiaries,2 domestic and 3 overseas associate companies under its roof. The Preferential Issue Committee of the Board at its meeting held on 26 September 2019, allotted 7,54,437 equity shares by way of a private placement on preferential allotment basis to Amazon.com NV Investment Holdings LLC, a Portfolio Investor, of the face value of Rs 10/-each at a price of Rs 676/- each, including a premium of Rs 666/- per equity share aggregating to an amount of Rs 50,99,99,412/-. During the quarter ended 30 June 2020, the Company acquired additional 25.00% stake in Terrier Security Services (India) Private Limited ('TSSIPL') for a purchase consideration of Rs 645.00 million. Consequent to the additional 25,00% acquisition, the total shareholding in TSSIPL has increased from 49.00% to 74.00% and TSSIPL has become subsidiary of the Company. During the quarter and year ended 31 March 2020, the Company after exploring various options decided to terminate the joint arrangement with Quess East Bengal FC Private Limited ('QEBFC'), an associate of the Company after considering its long term economic viability. During the quarter ended 30 September 2020, the Company sold Dependo Logistics Services Private Limited for a consideration of Rs I 00.00 million. During the quaner ended 30 September, the Company entered into a Termination agreement ('Agreement') with Quess East Bengal FC Private Limited and the East Bengal Club ('Club') for terminating the shareholders agreement dated 5 July 2018 among the Company. QEBFC and the Club on mutual consent. As per the agreement, the sporting rights has hecn surrendered to the Club with effect from 16 July 2020 and the Company has acquired the balance 30 00% equity stake in QEBFC for a nominal value of' Rs 1000. On 28 July 2020 the Board of Directors had approved the proposal for voluntary liquidation of QEBFC. During the quarter ended 31 March 2021, the Company entered into Shareholder's Agreement ('SHA'} and Share Subscription Agreement ('SSA') with Stellarslog Technovation Private Limited ('STPL') and its Shareholders to acquire equity stake in STPL. On 29 January 2021, the Company had acquired 16.12% equity stake in STPL for a consideration of Rs 20.00 million. On 02 February 2021, the Company acquired additional 3.76% equity stake in Vedang Cellular Services Private Limited ('VCSP') at a consideration of Rs 6,97 million, pursuant to the clauses relating to NCI-Put option of the Original Share purchase agreement dated 25 October 2017 among Quess Corp Limited, Vedang Radio Technology Private Limited, VCSP and Ashish Kapoor. As of 3 I March 2021, the Company holds 92.47% equity stake in VCSP. The Company at its meeting held on 3 June 2021 and 7 July 2021, had obtained the approval from the Board for the proposed merger of Greenpiece Landscapes India Private Limited, MFX Infotech Private Limited and Conneqt Business Solutions Limited (Wholly-Owned Subsidiaries) with Quess Corp Limited, which has been filed before the Hon'ble NCLT Bengaluru Bench on 21 January 2022. The matter has been listed for hearing before the NCLT. The Company invested Rs 80,000,000 in Stellarslog Technovation Pvt. Ltd. (TaskMo), a gig economy startup, over multiple tranches during the year, thereby increasing its stake from 16.12% to 49%, making it an associate of the Company. Further, the Board at its meeting held on 30 March 2022 approved additional investment in TaskMo for an amount not exceeding Rs. 38,400,000 which was subsequently completed in April 2022, thereby increasing the stake of the Company from 49% to 53.91% in TaskMo. The Board of Directors at its meeting held on 30 March, 2022 approved additional investment in Billion Careers Private Limited (BCPL), wholly-owned subsidiary for an amount not exceeding Rs. 60,000,000 in the form of equity on a rights basis at face value in BCPL. Further, at the same meeting it approved the slump sale of business undertaking consisting of Qjobs', WorQ' and Dash', blue-collar platform of Quess Corp Limited' to, BCPL, on the terms and conditions contained in the Business Transfer Agreement. The Board at its meeting held on February 10, 2022 made additional investments in Heptagon Technologies Private Limited, thereby increasing the equity stake by 11.67% in Heptagon. With this, the Company's stake in Heptagon increased from 49% to 60.67% thereby making Heptagon, a subsidiary of the Company w.e.f 10 February, 2022. In 2022-23, the Company sold its 53% holding in Simpliance Technologies Private Limited effective 21 October, 2022. It invested Rs 95 Crores towards the growth of Product Led Business (PLB). It launched the protection plan business, under the brand QuessCare'. Read More