To The Members
Your Directors have pleasure in presenting the 31st Annual Report along withthe Audited Accounts for the financial year ended March 31 2016.
| || ||(Amount in Lacs) |
|Particulars ||Year Ended 31/03/2016 ||Year Ended 31/03/2015 |
|Revenue from Share Trading & Finance ||159.72 ||178.24 |
|Revenue from Textile Business ||370.25 ||199.96 |
|Total Operational Revenue ||529.97 ||378.20 |
|Other Income ||0.07 ||0.65 |
|Total Revenue Generated ||530.04 ||378.84 |
|Total Expenditures (Excl.Dep. & Int.) ||530.47 ||380.11 |
|Profit before Dep. & Int ||(0.70) ||(0.57) |
|Depreciation ||0.00 ||2.59 |
|Interest ||0.00 ||0.00 |
|Profit after Depreciation & interest ||(0.68) ||(3.87) |
|Provision for Taxation ||0.00 ||0.00 |
|Provision for Tax (deferred) ||(0.02) ||(0.70) |
|Add: Tax Adjustment for earlier year ||0.00 ||0.00 |
|Profit after Tax ||(0.70) ||(3.17) |
|EPS ||(0.01) ||(0.04) |
The year under review has been very crucial and hard for the Company.TheMain reason forperforming capital market so poorly is the liquidity crunch and high inflation andinterest rate.However during the year under review company managed to increaseitsOperational Revenueto Rs. 529.97 Lacs against Rs. 378.20 Lacs in previous year.The poorperformance of capital market and numb business environment resultedinto Net loss of(0.70) Lacs against the Net loss of (3.17) Lacs in the previous year.Though the Companycould not able to turned itself into profitable organization but managed to minimize itslosses as compared to previous year.
During the year your Directors have not recommended any dividend on Equity Shares.
BOARD OF DIRECTORS
During the period under reviewon the recommendation of Nomination and RemunerationCommittee your Board inducted Ms. Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariya asan Additional Directors of the Company in the category of Independent Director with effectfrom 22/09/2015 and27/05/2016 respectively in order to comply with the requirement ofSection 149(1) of the Companies Act 2013. In terms of Section161 of the Companies Act2013 they will hold office up to the date of the ensuing Annual General Meeting. TheCompany has received a notice in writing along with deposit pursuant to Section 160 ofCompanies Act 2013 proposing the appointment of Ms. Swati Shinde and Mr. HardikkumarBharatbhai Kabariya Directors of the Company. Your Board has recommended the appointmentof Ms. Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariya as Independent Directors ofthe Company for a period of five consecutive years up to the fifth consecutive AnnualGeneral Meeting of the Company not liable to retire by rotation.
During the year Pursuant to Section 152 of the Companies Act 2013 Mr. Girraj KishorAgrawal Director retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Board has recommended his re-appointment.
During the year under review Mr. Jatin Kumar Agarrwal ceased to be director due to hissudden death on 17th August 2015. The Directors express their profound sorrow at hissudden demise. The management is thankful for his contribution towards the affairs of thecompany.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars ofDirectors proposed for appointment/re appointment hasbeen given in the notice of annual general meeting.
DECLARATIONGIVEN BY INDEPENDENCE DIRECTORS
The Independent Non-executive Directors of the Company viz. Mr. Zubin PardiwalaMr.Swati ShindeMr. Hardikkumar Bharatbhai Kabariya and Ms. Seema Sidhu have affirmed thatthey continue to meet all the requirements specified under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015in respect of their position as anIndependent Director of AxonVenturesLimited.
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 2016 was Rs.76400000. During the year under review the Company has not issued any shares. The Companyhas not issued shares with differential voting rights. It has neither issued employeestock options nor sweat equity shares.
M/s. DMKH & Co. CharteredAccountants having Registration No. 116886W who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for re-appointment to audit the accounts of the Company for theFinancial Year 2016-17. Asrequired under the provisions of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. DMKH &Co thattheirappointment if made would be in conformity with the limits specified in the saidSection.
Observations made in the Auditors Report are self-explanatory and therefore donot call for any further comments under Section 134 (1) of the Companies Act 2013.Thereare no 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 OFITS 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 Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation 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 organized properly;
Adequacy on the frequency of the Committee meetings ;
Committee periodically reports to the Board along with its suggestions andrecommendations.
Evaluation of the Directors individually:Mr. Girraj Kishor Agrawal ManagingDirector 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 Ms.Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariya were evaluated on parameterslikeDirectors contributions at Board meetings willingness to devote time and effortto understand the Company ability to understand governance regulatory fiduciary andethical requirements of the Board / Committee adherence to Code of Conduct and whethertheIndependent Director is able to bring independent judgment during board deliberations onperformance.
POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT
The Board has framed a policy which lays down a framework in relation to Orderlysuccession of Directors senior Management based on recommendation made by Nomination andRemuneration Committee.
The key features of the policy are as follows:
1. Criteria for appointment and removal of Director key managerial personnel andsenior management.
2. Criteriafor performance evaluation.
3. Criteria for fixing the remuneration of Director key managerial personnel andsenior management.
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:
Inthe preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;
Theyhave selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Act for safeguarding the assets ofthe Company and for preventing and detecting frauds and other irregularities;
Theyhave prepared annual accounts on a going concern basis;
Theyhave laid down internal financial controls to be followed by the Company andsuch internal financial Controlsare adequate and operating effectively;
Theyhave 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 M/s. P.D. Pandya & Associates Company Secretary in Practice to conduct theSecretarial Audit for the financial year2015-16. The Secretarial Audit Report as receivedfrom M/s. P.D. Pandya & Associates is appended to thisReport 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. TheCompanys internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to M/sA.M. Gohel & Co. Chartered Accountants. The main thrust of internal audit is to testand review controls appraisal of risks and business processes besides benchmarkingcontrols with best 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 strengthenthesame.
The Audit Committee of the Board of Directors andStatutory 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 auditobservations 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 ONOBSERVATION AND QUALIFCATION MADE BY THE AUDITORS
M/s. P.D. Pandya and Associates Company Secretary in Practice in his SecretarialAudit Report for financial year 2015-16have drawn the attention of the management on somethe non-compliances which have been marked as qualification in his report. In connectionwith the 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.
As pointed out by the secretarial auditors that Company has failed to secure theapproval of the members through postal ballot for exceeding limits for making loans andadvances providing guarantee and security and making of investment u/s 186 of theCompanies Act 2013 during the year.We contend the said observation since thecompanys main object is financing and according to 186(11) which specificallyexempts every company engaged in the business of financing of companies from the ambit ofthis section. However the Company has already taken the approval of the members at 30thAnnual General Meeting for the same.
Furtherinadvertentlyinsomeinstancecompany failed to file form MGT-10 with ROC withrespect to change in shareholding more than 2% of promoter and top 10 shareholders.HoweverCompany has filed the said form for every changes made for promoters holding. TheCompany ensures that in future same mistake would not be repeated.
With respect to appointment of Managing Director (MD)Girraj Kishor Agrawal; MD wasappointed in theAnnual General Meeting of theyear 2012vide special resolution dated27/09/2012and the orderimposing penaltywas passeddated 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 Agrawalhaspaidthe penalty.From the date of appointment to till date MD has not drawn any salary for his position inthe company. There was no malafide intention for the same.The company in future willapplyto Central Government approval formaking good the saiddefault.
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 underSection 92(3) and Section 134(3) of the Act read withRule 12 of Companies (Management and Administration) Rules 2014 an extract of AnnualReturn 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 companyspolicies and strategy apart from other Board matters. During the Financial year2015-20168times board meetings were held on03/04/2015 28/05/201513/08/201502/09/201522/09/201509/11/201509/02/2016and 22/03/2016.The gap between two meetings did not exceed120 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 Governanceforming part of the Annual Report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated underthe provisions ofSEBI (Listing Obligations and DisclosureRequirements) Regulations 2015form part of the Annual Report. The certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis annexed to the Corporate Governance Report.
No postal ballot was held during the year 2015-2016.
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 theCompany 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:
Theparticulars under the companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 on conservation of energy and Technology absorption arenotapplicable.
There is no inflow and outflow of Foreign Exchange.
NEW LISTING AGREEMENT
The Company has entered into new Listing Agreement with BSE Limited in compliance withRegulation 109 of the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009.
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 2016 2017.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bringto 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 Governancewhich forms part of the Annual Report.During the financial year2015-16 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 WOMENATWORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the financial year2015-16 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 itsfutureoperations.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken Green initiative in corporateGovernance and allowed companies to share documents with its shareholders through anelectronic mode.
Members are requested to support their green initiative by registering/updating theiremail addresses in respect of shares held in dematerialized form with their respectivedepository participants and in respect of shares held in physical form with Companies RTA.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as requiredunderthe provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations2015and 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 || |
|Sd/- ||Sd/- |
|Girraj Kishor Agrawal ||Swati Shinde |
|(Managing Director) ||(Director) |
|(DIN: 00290959) ||(DIN: 07286912) |