AXON VENTURES LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report along withthe Audited Accounts for the financial year ended March 31 2017.
| || ||(Amount in Lacs) |
|Particulars ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 |
|Revenue from Share Trading & Finance ||70.12 ||159.72 |
|Revenue from Textile Business ||325.87 ||370.25 |
|Total Operational Revenue ||395.99 ||529.97 |
|Other Income ||0.06 ||0.07 |
|Total Revenue Generated ||396.06 ||530.04 |
|Total Expenditures (Excl. Dep. & Int.) ||393.10 ||530.47 |
|Profit before Dep. & Interest ||2.95 ||(0.70) |
|Depreciation ||0.14 ||0.00 |
|Interest ||0.00 ||0.00 |
|Profit after Depreciation & interest ||2.81 ||(0.68) |
|Provision for Tax (deferred) ||0.014 ||(0.02) |
|Profit after Tax ||2.79 ||(0.70) |
|EPS ||0.04 ||(0.01) |
During the year under review performance of the Company has been satisfactory. Thoughthe Company's Operational Revenue for the year under review fallen down to Rs. 395.994Lacs against Rs. 529.97 Lacs in previous year company managed to covert F.Y. 2016-17 foritself as a profitable year. The company has also managed to reduce its expenditure toRs.393.183 Lacs as compared to Rs.530.04 Lacs for previous year which has resulted intoNet profit of Rs. 2.797 as against loss of Rs. 0.70 lacs in preceding year. Management ishopeful about future prospect and is striving hard to improve its performance.
During the year your Directors have not recommended any dividend on Equity Shares.
CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS
The Composition of the Board during the year was as per the provisions of Regulation17(1) of listing regulation read with the Companies Act 2013. During the period underreview on the recommendation of Nomination and Remuneration Committee your Boardinducted Mrs. Tanu Agarwal as an Additional Director under Non Executive category w.e.f.13th October 2016. In terms of Section 161 of the Companies Act 2013 she willhold office up to the date of the ensuing Annual General Meeting. The Company has receiveda notice in writing along with deposit pursuant to Section 160 of Companies Act 2013proposing the appointment of Mrs. Tanu Agarwal as a Director of the Company.
Your Board has recommended the appointment of Mrs. Tanu Agarwal as a Director of theCompany under section 152 of Companies Act 2013 liable to retire by rotation at AGM ofthe Company.
During year under review Mr. Hardikkumar Kabariya was appointed as a Director of theCompany under Independent category w.e.f. 27th May 2016 and Ms. Swati Shinderesigned from the office of Director w.e.f. 13th October 2016.
Ms. Seema Sidhu Director of the Company tendered her resignation w.e.f. 18thAugust 2017.
Ms. Prajna Naik resigned from the post of Company Secretary cum compliance officer ofthe Company w.e.f. 18th May 2017.
Your Company has not accepted any deposits within the meaning of Section 73 (1) of theCompanies Act 2013.
The paid up equity share capital of the Company as on March 31 2017 wasRs.76400000/-. During the year under review the Company has not issued any shares. TheCompany has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares.
The existing Auditors M/s. DMKH & Co. were appointed by the members at 31stAnnual General meeting to hold office up to 32nd AGM. Their term is gettingexpired in ensuing AGM in the view of the same it is proposed to appoint M/s. PravinChandak & Associates Practicing Chartered Accountants having Registration No.116627W as a Statutory Auditors of the Company pursuant to provisions of section 139 ofCompanies Act 2013 for a period of 5 years from the conclusion of ensuing AGM till theconclusion of 37th AGM subject to ratification by members at every AGM. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. Pravin Chandak & Associates that theirappointment if made would be in conformity with the limits specified in the saidSection.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013. There areno qualifications reservations adverse remarks or disclaimers made by M/s. DMKH &Co. Statutory Auditors in their Audit Report.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as AnnexureI (a) & (b) to this Report.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.
The performance evaluation of the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
Evaluation of the Board: The Board as a whole was evaluated on various parameterslike Board Composition & Quality Board Meetings and Procedures adherence to the Codeof Conduct etc. Based on each of the parameter the Board of Directors formed an opinionthat performance of Board as a whole has been outstanding.
Evaluation of the Committees: The Audit Committee Stakeholders RelationshipCommittee and Nomination and Remuneration Committee were evaluated on followingparameters:
Whether the composition of the Committee is in compliance with the legalrequirement; ? Whether Committee takes effective and proactive measures to perform itsfunctions;
Committee meetings are conducted in a manner that encourages open communicationand meaningful participation of its members; ? Committee meetings have been organizedproperly; ? Adequacy on the frequency of the Committee meetings ; ? Committee periodicallyreports to the Board along with its suggestions and recommendations.
Evaluation of the Directors individually: Mr. Girraj Kishor AgrawalDirector was evaluated on various points related to Personal Qualities and adherence toCode of Conduct etc.
Independent Directors: Mr. Zubin Jasi Pardiwala Ms. Seema Nirmalsingh Sidhu andMr. Hardikkumar
Bharatbhai Kabariya were evaluated on parameters like Director's contributions at Boardmeetings willingness to devote time and effort to understand the Company ability tounderstand governance regulatory fiduciary and ethical requirements of the Board /Committee adherence to Code of Conduct and whether the Independent Director is able tobring independent judgment during board deliberations on performance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
They have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;
They have prepared annual accounts on a going concern basis;
They have laid down internal financial controls to be followed by the Company and suchinternal financial Controls are adequate and operating effectively;
They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Jelphine Angel Nadar Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report as receivedfrom Ms. Jelphine Angel Nadar is appended to this Report as Annexure II.
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s A.M. Gohel &Co. Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
The Audit Committee of the Board of Directors and Statutory Auditors are periodicallyapprised of the internal audit findings and corrective actions taken. Audit plays a keyrole in providing assurance to the Board of Directors. Significant audit observations andcorrective actions taken by the management are presented to the Audit Committee of theBoard. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee.
COMMENTS ON OBSERVATION AND QUALIFCATION MADE BY THE AUDITORS
Ms. Jelphine Angel Nadar Company Secretary in Practice in her Secretarial AuditReport for financial year 2016-17 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in her report. In connection withthe same management herewith give the explanation for the same as follows:
The Company is not registered under Maharashtra State Tax on Professions Tradescallings and Employments Tax Act 1975 (Profession Tax Act). The Company will soon obtainvalid Profession Tax number and will comply the same in future.
With respect to appointment of Managing Director (MD) Girraj Kishor Agrawal; MD wasappointed in the Annual General Meeting of the year 2012 vide special resolution dated27/09/2012 and the order imposing penalty was passed dated 04/02/2013 vide its power underSection 15H(ii) of the SEBI Act which had imposed an individual monetary penalty; theorder was passed after his appointment as MD. Mr. Girraj Kishor Agrawal has paid thepenalty. From the date of appointment to till date MD has not drawn any salary for hisposition in the company. There was no malafide intention for the same and since his tenureas a MD has come to end and he no longer hold position of MD in a Company.
For some period of time there was no Company Secretary on role of the company but asand when company found suitable candidate a Company appointed the Company Secretary.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure V.
The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. During the Financial year 2016-2017 9 timesboard meetings were held on 04/04/2016 27/05/2016 19/07/2016 12/08/2016 13/10/201609/11/2016 20/12/2016 04/02/2017 and 27/03/2017. The gap between two meetings did notexceed 120 days.
Your Company has three Committees of Board viz 1. Audit Committee
2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance'forming part of the Annual Report.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of the Annual Report. Thecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is annexed to the Corporate Governance Report.
During Financial year 2016-17 postal ballot was conducted by company to obtainmembers' approval with respect to:
1. To make investments give loans guarantees and provide securities beyond theprescribed limits u/s 186 of the Companies Act 2013 and to consider and if thought fitto give assent/dissent to the following resolution as a Special Resolution.
|Item Number Particulars ||Votes in favour ||Votes against ||Invalid Votes |
|To increase the power of board with respect to granting loans making investment || || || |
|1. providing guarantee and securities etc up to Rs.75 Crores pursuant to section 186 of the Companies Act 2013 ||99.97 ||0.03 ||0.00 |
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars under the companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988 on conservation of energy and Technology absorption are notapplicable.
There is no inflow and outflow of Foreign Exchange.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2017 2018.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report. During the financial year2016-17 no cases under this mechanism were reported in the Company and any of itssubsidiaries/ associates.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the financial year2016-17 no cases in the nature of sexual harassment were reported at any workplace of thecompany.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts ortribunals that would impact the going concern status of the Company and its futureoperations.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underthe provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Chief Executive Officer declaration about the Code of Conduct is Annexed to thisReport.
The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.
For and On behalf of the Board
Girraj Kishor Agrawal