TO THE MEMBERS OF ELIXIR CAPITAL LIMITED
The Directors take pleasure in presenting the Twenty Third Annual Report together withthe Audited Financial Statements for the year ended 31st March 2017. The ManagementDiscussion and Analysis has also been incorporated into this report.
1. FINANCIAL RESULTS
Key highlights of Standalone Financial Results for Elixir Capital Ltd. for thefinancial year 2016 17 are tabulated below:
(Amount in Rs.)
| ||For the Year ended March 31 2017 ||For the Year ended March 31 2016 |
|Revenue from operation ||- ||- |
|Other Income ||1306082 ||16144604 |
|Total Revenue ||1306082 ||16144604 |
|Less: Expenses || || |
|Depreciation and amortization expenses ||40824 ||70502 |
|Other Expenses ||943784 ||1576662 |
|Total Expenses ||984608 ||1647164 |
|Profit / (Loss) before extraordinary items ||321474 ||14497440 |
|Exceptional Items ||- ||2500000 |
|Profit / (Loss) before extraordinary items ||321474 ||16997440 |
|Extraordinary Items ||- ||- |
|Profit / (Loss) before Tax ||321474 ||16997440 |
|Less: Tax || || |
|Current Tax ||62000 ||410000 |
|Deferred Tax ||(3139) ||2084 |
|Adjustment in taxation in earlier years ||- ||- |
|Total Taxes ||58861 ||407916 |
|Profit / (Loss) for the period ||262613 ||16589524 |
2. HIGHLIGHTS OF PERFORMANCE
The total income for the year decreased by 91.91% to Rs.13.06 Lakhs from Rs. 161.45Lakhs in the previous year. Net Profits for the year decreased by 98.42% to Rs.2.63 Lakhsas compared to Rs. 165.89 Lakhs in the previous year. The main reason for this was receiptof dividend of Rs. 149.36 Lakhs from subsidiary company in the previous year.
3. BUSINESS OPERATIONS
The company is the holding company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBIRegistered Stock Broker Portfolio Manager and Depository Participant of the CDSL. It isalso engaged in Investing in Securities Arbitrage and Proprietary Trading. Although thecompany can carry out broking investment arbitrage and trading in shares for the yearunder review none of these activities were carried out. The only activity done in thecompany was providing Research Services to its Subsidiary companies. There was no changein nature of business of the Company during the year under review.
In terms of revised Accounting Standard (AS) 4 Contingencies and Events occurringafter the Balance Sheet date as notified by the Ministry of Corporate Affairsthrough amendments to Companies (Accounting Standards) Amendment Rules 2016 dated 30thMarch 2016 Company has not accounted for proposed dividend as a liability as at 31stMarch 2017. Proposed Dividend was however accounted for as a liability as at 31st March2016 in line with the existing accounting standard applicable at that time. Accordinglythere is no provision required to be made in the accounts.
Your Directors are pleased to recommend a final dividend of Rs.1.25 per equity share ofRs. 10 each. The total outgo for the current year amounts to Rs. 72.54 Lakhs includingdividend distribution tax. (In the previous year it was Rs. 72.54 Lakhs includingdividend distribution tax).
5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year 2016 17 no unclaimed dividend was transferred to the InvestorEducation and Protection Fund established by the Central Government in compliance withSection 125 of the Companies Act 2013 read with the Investor Education and ProtectionFund (Accounting Audit Transfer and Refund) Rules 2016 since the Company has notdeclared any dividend in the year 2008 09.
6. TRANSFER TO RESERVES
The Board of Directors has not recommended transfer of any amount to reserves.
7. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiaries are preparedin accordance with applicable provisions of the Companies Act 2013 Accounting Standard(AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants ofIndia as well as the SEBI (LODR) Regulations 2015 together with Auditors Reportthereon form part of this Annual Report.
8. CAPITAL EXPENDITURE
Capital Expenditure during the year towards Tangible & Intangible Assets amountedto Rs. Nil.
9. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2017 was Rs. 580.32 Lakhs. Duringthe year under review the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity. There was no change in the CompanysShare Capital during the year under review.
The Company has not accepted deposit from the public and shareholders falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. Hence the requirement for furnishing details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
12. SUBSIDIARY COMPANIES
As on 31st March 2017 the Company has following three subsidiaries / sub-subsidiarycompanies:
1. Elixir Equities Private Limited (Name changed from Axis Equities PrivateLimited) (Subsidiary Company)
2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)
3. Elixir Wealth Management Private Limited (Name changed from Axis WealthManagement Private Limited) (Sub-Subsidiary Company)
Audited Financial Statement of the Companys Subsidiaries
The Statement containing the salient features of financial statement of Subsidiaries inForm AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts)Rules 2014 are given below.
(Rs. in Lakhs)
|Sr. No. Particulars ||Elixir Equities Private Limited (Formerly Axis Equities Private Limited) ||Dipan Mehta Commodities Private Limited ||Elixir Wealth Management Private Limited (Formerly Axis Wealth Management Private Limited) |
|i) Reporting Period ||1st April 2016 to 31st March 2017 ||1st April 2016 to 31st March 2017 ||1st April 2016 to 31st March 2017 |
|ii) Reporting Currency ||INR ||INR ||INR |
|iii) Country ||India ||India ||India |
|iv) Exchange Rate ||N.A. ||N.A. ||N.A. |
|v) Share Capital ||175.50 ||30.00 ||1.00 |
|vi) Reserves and Surplus ||2926.67 ||17.61 ||35.89 |
|vii) Total Assets ||3472.31 ||47.64 ||68.56 |
|viii) Total Liabilities ||370.14 ||0.03 ||31.67 |
|ix) Investment other than Investment in subsidiary ||- ||- ||- |
|x) Turnover ||1167.05 ||0.10 ||74.95 |
|xi) Profit before taxation ||909.26 ||(2.92) ||10.08 |
|xii) Provision for Taxation ||226.00 ||- ||3.10 |
|xiii) Profit after taxation ||683.26 ||(2.92) ||6.98 |
|xiv) Proposed Dividend ||- ||- ||- |
|xv) Percentage of Shareholding ||74.00% ||74.00% ||74.00% |
13.1 Retirement by Rotation
Pursuant to Section 152 (6) of the Companies Act 2013 and in terms of the Articles ofAssociation of the Company Mr. Dipan Mehta Director retires by rotation at theforthcoming Annual General Meeting. Being eligible he offers himself for reappointment.
13.2 Re-Appointment of Whole-Time Director
The Board of Directors on the recommendation of Nomination & Remuneration Committeein their meeting held on 24th May 2017 re-appointed Mr. Dipan Mehta as Whole-TimeDirector of the Company effective from 1st June 2017 for the period of five years subjectto the approval of members of the Company at the forthcoming Annual General Meetingpursuant to the provisions of the Companies Act 2013. The necessary item of resolutionhas been proposed at Item No. 5 of the Notice of 23rd Annual General Meeting.
13.3Declaration by Independent Directors
The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both underSub-Section 6 of Section 149 of the Companies Act 2013 and under Regulation 17 of theSEBI (LODR) Regulations 2015.
13.4Familiarization Programme for Independent Directors
The Program intends to provide insights into the Company so that the IndependentDirectors can understand the Companys business in depth and the roles rightsresponsibility that they are expected to perform/enjoy in the Company to keep them updatedon the operations and business of the Company thereby facilitating their activeparticipation in managing the affairs of the Company. In addition to the above Directorsare periodically advised about the changes effected in the Corporate Law SEBI (LODR)Regulations 2015 with regards to their roles rights and responsibilities as Directors ofthe Company.
13.5Annual Board Evaluation
According to Regulation of 25(3) of the SEBI (LODR) Regulations 2015 and Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/ 004 dated 05th January 2017 issued by SEBI on GuidanceNote on Board Evaluation a meeting of the Independent Directors was held on 03rdFebruary 2017 to inter alia evaluate the performance of the Non-Independent Directorsincluding the Chairman. The Board thereafter in its meeting held on the same day evaluatedthe performance of the Independent Directors.
13.6Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) of theCompanies (Accounts) Rules 2014 framed there under.
1. Mr. Dipan Mehta Chairman & Whole Time Director
2. Mrs. Radhika Mehta Director-CFO
None of the Key Managerial Personnel have resigned during the year under review.
The Board has in accordance with the provisions of Sub-Section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and Senior Management Employees. Thedetail of the same has been disclosed in the Corporate Governance Report.
A calendar of Board Meetings is prepared and circulated in advance to the Directors.
During the year the Company has held 4 (four) Board Meetings which were held on 19thMay 2016; 12th August 2016; 09th November 2016 and 03rd February 2017. The maximuminterval between any two meetings did not exceed 120 days.
14. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2017 and of the profit of the Company for theyear ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
15. PLEDGE OF SHARES
None of the equity shares of the Directors of the Company are pledged with any banks orfinancial institutions.
16. RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPTs) that were entered into during the financial yearwere on an Arms Length Basis and were in the Ordinary Course of Business. All RPTsare placed before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee is obtained on a yearly basis for the transactions which are of a foreseen andrepetitive nature. A statement giving details of all RPTs is placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis. Howeverduring the year the Company has entered into material related party transaction withElixir Equities Pvt. Limited Subsidiary of the Company for which necessary approval fromShareholders has been obtained in 22nd Annual general Meeting.
The Company proposes to seek the approval of the Shareholders for all material RPTs forthe estimated/proposed transactions for the year 2017 18 through a OrdinaryResolution as per the Notice to the 23rd Annual General Meeting and Explanatory Statementthereof. The related parties shall abstain from voting on such resolution. The disclosurein Form AOC-2 is annexed herewith as "Annexure A" to this Report.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
18. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect the Companys financialposition have occurred between the end of the financial year of the Company and date ofthis report.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made thereunder your Company has inplace a Policy for Prevention of Sexual Harassment of Women at Work Place and constitutedan Internal Complaints Committees (ICC). No complaint has been raised during the yearended 31st March 2017.
20. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES
There are no companies which have become or ceased to be its Subsidiaries JointVenture or Associate Companies during the financial year 2016 17.
21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 is not applicable to the Company.
22. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The subsidiaries of the Company are engaged in various financial services businessessuch as stock and commodity broking portfolio management and demat services. In additionto this the subsidiaries also carry out arbitrage and proprietary trading. A sharpdiminution in the value of the subsidiary companies is the key business risk for thecompany. The Company has not formed Risk Management Committee since it is not applicableunder Regulation 21 of the SEBI (LODR) Regulations 2015.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
24. INFORMATION SYSTEM
In a business where information is critical Information Technology plays a vital rolefacilitating informed decision making to grow the business. Over the years the Companyhas invested extensively in infrastructure people and processes with the objective tocapture protect and transmit information with speed and accuracy.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport.
26.1 Statutory Auditors
M/s. P. C. Surana & Co. Chartered Accountants the outgoing auditors has completedhis term as auditor pursuant to Section 139(2) of the Act at the end of conclusion of the23rd Annual General Meeting.
It is proposed to appoint M/s. JMT & Associates Chartered Accountant as StatutoryAuditor of the company for the Companys financial year 2017 18 to hold officefrom the conclusion of this Annual General Meeting of the Company till the conclusion ofthe next Annual General Meeting in place of M/s. P. C. Surana & Co. CharteredAccountants. The Company has received a letter from M/s. JMT& Associates CharteredAccountant to the effect that their appointment if made would be maintain be within theprescribed limit under Section 141(1)(g) of the Companies Act 2013 and that they arewilling to act as statutory auditors of the company. As required under Regulation 33 ofthe SEBI (LODR) Regulations 2015 the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
26.2Statutory Auditors Observations
The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report is anUn-modified report and does not contain any qualification reservation adverse remark ordisclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s P. P. Shah & Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure B".
26.4 Qualifications in Secretarial Audit Report A. Appointment of Company Secretary:
As per Section 203 (1) (ii) the Company is required to appoint Company Secretary. TheCompany has not appointed Company Secretary consequently the Annual Audited FinancialStatements are not signed by Company Secretary. In this regard the management of theCompany has provided the following reply:
i. The Company has appointed Mr. Dipan Mehta Whole-Time Director as ComplianceOfficer of the Company to ensure compliance of the Companies Act 2013 and SEBI Act andrules made there under.
ii. The Company has availed of the services of Practicing Company Secretary for adviceon the compliance of the Companies Act 2013 and the SEBI Act and rules made there under.
iii. The volume and scope of work for the Company Secretary is minimal and therefore afull time Company Secretary is as such not required. Nonetheless the Company is trying toappoint a full time Company Secretary and has interviewed many candidates but none isprepared to work at the terms and conditions which are affordable to the Company.
B. Composition of Nomination and Remuneration Committee:
In respect of the composition of the Nomination and Remuneration Committee Auditorobserves as follows:
As per Section 178 of the Companies Act 2013 the composition of Nomination andRemuneration Committee shall be as follows:
178 (1): "The Board of the Directors of every listed company and such other classor classes of companies as may be prescribed shall constitute the Nomination andRemuneration Committee consisting of three or more non-executive directors out of whichnot less than one half shall be independent directors:
Provided that the chairperson of the company (whether executive or non-executive)may be appointed as a member of the Nomination and Remuneration Committee but shall notchair such Committee."
The Nomination and Remuneration Committee of the Company comprises of two independentdirectors and one executive director. In this regard the Management has given thefollowing reply:
"The Company has 4 directors out of them 2 are executive and 2 are independentdirectors. Accordingly the composition of the Board is such that the Nomination andRemuneration Committee cannot comprise of 3 non-executive directors. Mr. Dipan MehtaExecutive Director is 1 of the members of the Committee. However he does not draw anyremuneration from the Company and with the present composition of Nomination andRemuneration Committee it has been ensured that majority remains with IndependentDirectors and accordingly the spirit of Corporate Governance is achieved."
27. CORPORATE GOVERNANCE
Your Company attaches considerable significance to good Corporate Governance as animportant step towards building investor confidence improving investors protectionand maximizing long-term shareholders value. The certificate from M/s. P. C. Surana &Co. Chartered Accountants confirming compliance of conditions of Corporate Governance asstipulated under Schedule V (E) of the Securities and Exchange Board of India (LODR)Regulations 2015 of the Stock Exchanges is annexed.
28. MANAGEMENT DISCUSSION AND ANALYSIS
As required under the Schedule V (B) of SEBI (LODR) Regulations 2015 report on"Management Discussion and Analysis" is attached and form part of this AnnualReport.
29. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is as under:
A. Conservation of Energy Technology absorption adaptation and innovation
The Company is not engaged in any manufacturing activity. The Company is in serviceindustry.
Hence the Company has not taken any energy conservation measures. There are noadditional investments and proposals for reduction of consumption of energy. The Companyhas not deployed any Research and Development facility or absorbed any technology. Henceno disclosures are required to be given.
B. Foreign Exchange Earning & Outgo
|Foreign Exchange Earnings/Outgo ||(Rs. In Millions) |
|Foreign Exchange Earned ||Nil |
|Foreign Exchange Outgo ||Nil |
30. LISTING WITH STOCK EXCHANGES
Your Company is listed with one Stock Exchange i.e. BSE Limited and the Company hasduly paid the listing fees to the Exchange.
31. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
32. PARTICULARS OF EMPLOYEES
During the year there was no employee in receipt of remuneration in excess of limitprescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The prescribed particulars of Employees as required under Section197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as "Annexure D" and form part ofthis Report.
However in accordance with the provisions contained in the proviso to Section 136(1)of the Companies Act 2013 the Annual Report and accounts excluding the aforesaidinformation are being sent to the shareholders of the Company. Any member interested inobtaining such particulars may write to the Compliance Officer at the Registered Office ofthe Company for the same.
33. HUMAN RESOURCES
There are no employees in the company and the affairs are managed by the Directors.
34. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Companys policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.
35. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.Accordingly your Companys operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
36. GREEN INITIATIVES
Electronic copies of the Annual Report 2016-17 and Notice of the 23rd Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2016-17 and the Notice of the 23rd Annual GeneralMeeting under Section 101 of the Companies Act 2013 are sent in the permitted mode.Members requiring physical copies can send a request to the Company.
Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
38. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & Analysisdescribing the Companys objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Companys operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
| ||For and on behalf of the Board of Directors || |
| ||(Dipan Mehta) ||(Radhika Mehta) |
| ||Whole-Time Director ||Director-CFO |
|Place: Mumbai || || |
|Date: 24th May 2017 || || |