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Axon Finance Ltd.

BSE: 505506 Sector: Financials
NSE: N.A. ISIN Code: INE663D01011
BSE LIVE 14:15 | 25 Nov 2.71 0.12
(4.63%)
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2.47

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2.71

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.47
PREVIOUS CLOSE 2.59
VOLUME 120
52-Week high 6.47
52-Week low 2.26
P/E 90.33
Mkt Cap.(Rs cr) 2.07
Buy Price 2.71
Buy Qty 40.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.47
CLOSE 2.59
VOLUME 120
52-Week high 6.47
52-Week low 2.26
P/E 90.33
Mkt Cap.(Rs cr) 2.07
Buy Price 2.71
Buy Qty 40.00
Sell Price 0.00
Sell Qty 0.00

Axon Finance Ltd. (AXONFINANCE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 30th Annual Report along with theAudited Accounts for the financial year ended March 31 2015.

FINANCIAL RESULT (Amount in Lacs)
Particulars Year Ended 31/03/2015 Year Ended 31/03/2014
Revenure from Share Trading & Finance 178.24 779.32
Revenue from Textile Business 199.96 -
Total Operational Revenue 378.19 779.32
Other Income 0.65 0.23
Total Revenue Genrated 378.84 779.54
Total Expenditures (Excl. Dep. & Int.) 380.11 779.46
Profit before Dep. & Int. (1.27) 0.08
Depreciation 2.59 0.65
Interest 0.00 0.00
Profit after Depreciation & interest (3.87) (0.57)
Provision for Taxation 0.00 0.00
Provision for Tax (deferred) (0.70) (0.16)
Add: Tax Adjustment for earlier year 0.00 (0.54)
Profit after Tax (3.17) (1.27)
EPS (0.04) (0.02)

FINANCIALHIGHLIGHTS

The year under review has been very crucial and hard for the Company. As the CapitalMarket was not performed well throughout the year which ultimately affected theCompany’s performance as well. As It is clear from the above figures that the totalrevenue generated from Finance Segment is almost 77% down as Compared to previous year.Main reason for performing capital market so poorly is the liquidity crunch and highinflation and interest rate. The poor performance of capital market and numb businessenvironment resulted into Net loss of(3.17) Lacs against the Net loss of Rs.(1.27)Lacs inthe previous year.

During the year under reviewy our company has diversified its business line intotextile business and manages to generate more than 50% revenue out of total revenue fromtextile business. It was a strategic move on the part of the management to diversify inother business line mainly because Company cannot carry Finance business without holdingCertificate from Bank (RBI). As the RBI is not considering the any fresh application ofexisting Companies for granting COR it was suggestible for the Company to diversified itsbusiness line to bar the requirement of RBI to qualify as deemed NBFC.

Though it was the first year for the Company in textile business Company manages togenerate more than 50% revenue out of its total revenue from sale of fabrics.Themanagement of the Companyis highlyoptimistic regarding generating revenue from textilesegmentin future and taking every steps and making every efforts to turn the Company in toprofitable organization.

DIVIDEND

During the year your company has incurredloss. Hence No dividend is been declared bythe company.

BOARDOF DIRECTORS

During the year under considerationMr. Tushar Ramchandra Rane resigned from thedirectorship of the company due to his pre-occupation w.e.f 23/03/2015.The Board isthankful forhis contribution.

In accordance with the provisions of the Companies Act 2013 the board inducted bothMr. Jatinkumar Agarwal and Ms. Seema Sidhu as an Additional Director of the company in thecategory of Independent Director w.e.f 23/03/2015. The Company has received notice inpursuant to section 160 of the Companies Act 2013 proposing appointment of Ms.SeemaSidhuand Mr. Jatinkumar Agarrwalas Independent Directors.

During the year under review Ms. Prajna Naikappointed as Company secretary on 12thFebruary 2015had resigned from the post of Company SecretaryW.e.f.23rd March2015due to her pre-occupations. On 13th August 2015Ms.Shruti Shahappointedas aCompany Secretaryof the Company on herplace. The Board placed on record appreciation forMs.Prajna Naikfor the contribution made by herduring heremployment as Company Secretary.

The Company also appointed Mr. Ashok Lalji Vishwakarma as the Chief Financial Officerof the company pursuant to section 203 of the companies act 2013 w.e.f 21/07/2014

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Clause 49 of the ListingAgreement.

Profiles of the Directors as required under Clause 49 of the Listing Agreement aregiven in the Notice of the 30th AGM.

DECLARATION GIVENBY INDEPENDENTDIRECTORS

The Independent Non-executive Directors of the Company viz. Ms. Seema Sidhu &Zubin Pardiwala have affirmed that they continue to meet all the requirements specifiedunder Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an“Independent Director” of Axon Finance Limited.

PUBLIC DEPOSIT

Your Company has not accepted any deposits within the meaning of Section 73 (1) of theCompanies Act 2013.

AUDITORS

• Statutory Auditors

The Company Auditors M/s. DMKH & Associates Chartered Accountants retire at theconclusion of the forthcoming Annual General Meeting and are eligiblefor re-appointment.

Pursuant to the provisions of Section 139 of the Companies Act 2013 (‘theAct’) read with Rule 6 of the Companies (Audit and Auditors) Rules 2014 the AuditCommittee and the Board have recommended their re-appointment as Auditors of the Companyfrom the conclusion of the forthcoming Annual General Meeting till the conclusion of thenext Annual General Meeting of the Company.

In terms of the first proviso to Section 139 of the Companies Act 2013 2013 theappointment of the auditorsshall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. DMKH & Associates CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.

• Internal Auditor

The Company did not appoint any Internal Auditor for the period under review. TheCompany proposes to get the Internal Audit done in the current year and shall make thenecessary disclosures in the next Annual Report.

• Secretarial Auditor

M/s. P. D. Pandya & Associates Practicing Company Secretaries was appointed toconduct the secretarial audit of the Company for the financial year 2014-15 as requiredunder Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The secretarial audit report for FY2014-15 forms part of the Annual Report as Annexure II to the Board's report.

AUDITORS REPORT:

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.

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 asAnnexure I (a) & (b) to this Report.

EVALUATIONOF BOARDOF DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement theNomination and Remuneration Committee of the Board carried out the annual evaluation ofthe performance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your Directors’ state that:

1. In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2015 and of the profit of theCompany for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

5. That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

6. Those systems to ensure compliance with the provisions of all applicable laws wereinplace and were adequate and operating effectively.

COMMENTSON AUDITORS’ REPORT:

There are no qualifications reservations adverse remarks or disclaimers made byM/s.M/s. DMKH & Co. Statutory Auditors in their Audit Report. However is drawn theattention of the management on certain matters mentioned in notes to accounts to thefinancial statement. In management clarifies on the same as follows.

Your Company is regularin depositing the undisputed statutory dues asapplicable;withthe appropriate authorities However Company has received demand noticeof Rs.49769272/-from Sales Tax Department forA.Y. 2006-07. However the contingentliabilityfor the same is not provided as the management feels that the demand raised islikely to be either deleted or substantially reduced as the company has filed appeal inresponse to the demand raised by the Assessing Officerand matter is pending before SalesTax Department.

M/s. P.D. Pandya and Associates Company Secretary in Practice in his SecretarialAudit Report for financial year 2014-15 have 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:

As pointed out by our Secretarial Auditors in their report it was a matter of factthat Income Tax Authority had conducted income tax search onM/s. Shree Nath Commercial& Finance Limited (Group Company) on 9th June 2015 and 10th June2015. During their search they had confiscated Minutes Books and certain other documentsfor their reference due to which the company could not produce physical copy oftheminute’sbooks to the secretarial auditor for their verification. However the softcopy of the minutes was produced before the auditor and the same was verified by them.

The size of the Company is very small as compared to its peer groupcompanies;theCompany has also established Risk Management Policy in place to mitigate unforeseeablerisks and frauds. The management things that Company has adequate internal control systemcommensurate with the size of the Company and the Statutory Auditor also conduct testaudit on quarterly basis and submit the limited review certificate and draws the attentionof the management on concerned matters. However the Management also ensures to strengthenthe Internal Control System of the Company. The Company has appointed M/s. A.M. Gohel& Co. as the Internal Auditor for conducting periodic internal audit in compliance ofSection 138 of Companies Act 2013.

Mr. Girraj Kishor Agarwal Director of the Company also the Managing Director of M/s.Banas Finance Limited a group companies. Asboth theCompaniesarebeing operated from thesame place which will allows him to devote full time toboth thecompanies by sitting atsame place with the view of the same Mr. Girraj Kishor Agrawal was also appointed as CFOof the Company. However the same contravenes the provision of section 203 of CompaniesAct 2013 that one person cannot held position of KMP in more than one Company. To ensurethe Compliance with said section Company has suggested to Mr. Girraj Kishor Agarwal totake resignation from the post of CFO of the Company and confirmed with Mr. Girraj KishorAgarwal.

REPORTSON CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis forthe yearunder review as stipulated under Clause 49 of the Listing Agreement form part of theAnnual Report. The certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is annexed to the Corporate Governance Report.

PARTICULARSOF CONTRACTSOR 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 asAnnexure III.

EXTRACTOF ANNUALRETURN

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 Reportas 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 asAnnexure V.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on the company’spolicies and strategy apart from other Board matters. During the Financial year 2014-201511 times board meetings were held on 30/04/2014 29/05/2014 21/07/2014 14/08/201427/08/2014 22/09/2014 12/11/2014 07/02/2015 12/02/2015 16/03/2015 23/03/2015the gapbetween two meetings did not exceed 120 days.

BOARD COMMITTEES:

Your Company has three Committees of Boardviz

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 CorporateGovernance’forming part of the Annual Report.

POSTAL BALLOT:

No postal ballot was held during the year 2014-2015.

RISK MANAGEMENTAND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in placecommensurate with thesize 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.

CONSERVATIONOF ENERGYAND 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.

FOREIGN EXCHANGE:

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 2015 2016.

VIGIL MECHANISM/WHISTLE BLOWERPOLICY:

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 year 2014-15 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ 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 year 2014-15 no cases in the nature of sexual harassment werereported at any workplace of the company.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (vide circularnos.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.

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT:

Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements and Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under report there were no significant material orders passed by theRegulators/ Courts/ Tribunals impacting the going concern status and Company’soperations in future.

ACKNOWLEDGEMENT:

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 Zubin Pardiwala
(Managing Director) (Director)
Date: 13 /08/2015
Place: Mumbai

ANNEXURE I(A) & (B)-POLICY ON SELECTION AND APPOINTMENT OF DIRECTORS

Objective:

Pursuant to the provisions of Section 178 of the Companies Act 2013 (the Act) theNomination and Remuneration Committee of a company is required formulate the criteriafordetermining the qualifications positive attributes and independence of a directorproposed to be appointed as an director on the board of the company. This Policy documentrecords the criteria for selection and appointment of directors on the Board of theCompany.

Scope:

This Policy is applicable to selection and appointment of directors on the Board of theCompany.

Criteria for selection of Directors:

The Nomination and Remuneration Committee (‘the Committee’) of the Board ofthe Company to keep the following criteria in mind while assessing the suitability of anindividual as a director on the Board of the Company:

1) Demonstration of independence integrity high personal and professional ethics;

2) Ability and willingness to commit sufficient time to the responsibilities as a Boardmember;

3) Educational and professional background professional qualification and/or experienceof having run a business at senior management and decision making level;

4) Age giving sufficient experience as well as length of service available;

5) Ability to assessment the conflict of interest if any;

6) Personal accomplishments and ability to influence decisions.

7) Understanding of the Company’s/Group’s business and related industry;

8) General understanding of marketing finance and other disciplines relevant to thebusiness of the Company/ Group;

The above are the broad parameters for assessing the candidate’s suitability. TheCommittee has the discretion to apply additional or different criteria as it may deem fit.

The Committee may also consider the contributions that a board candidate can beexpected to make to the collective functioning of the Board based upon the totality of thecandidate’s credentials experience and expertise the composition of the Board atthe time and other relevant circumstances. The Committee will also keep in mindregulatory requirements in this regard.

The Company may appoint or re-appoint any person as the Managing Director and/orWhole-time Director for a term not exceeding five years at a time. Further they shall notbe reappointed earlier than one year before the expiry of their term.

An Independent Director can hold office for a term up to five consecutive years on theBoard of the Company and he is eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director can hold office for more than two consecutive terms of fiveyears but such Independent Director is eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.

The Committee shall assist the Board in ensuring Board nomination process with thediversity of gender thought experience knowledge and perspective in the Board.

Persons to be considered for appointment as directors are selected by the Nominationand Remuneration Committee in accordance with the policies and principles above and underthe Act and the Listing Agreement. The invitation to join the Board may be extended by theChairman of the Board.

POLICY ON PERFORMANCE EVALUATION AND REMUNERATION OF THE DIRECTORS:

Scope:

- All members of the Board of Directors

Objective:

- To assist in the process of assessing the participation and contribution in the Boardlevel deliberations by the directors of Axon Finance Limited

- To monitor and evaluatethe attainment of the Board objectives

- To provide the Directors an opportunity to reflect on and assess their areas ofstrength and development

EVALUATION PROCESS FOR INDEPENDENT DIRECTORS:

Axon Finance Limited follows annual 360 degree evaluation for its Key ManagerialPersons and other eligible employees including the senior management team. A processmodeled on this method has been designed for evaluation of Directors. Under this processthe Company Management team will:

• help define criteria for evaluations

• formulate the process for evaluating and rating each Director

• design the evaluation templates/questionnaire and implementation process

• coordinate and collate feedback received from each Director

• analyze feedback received from each Director and prepare summary thereof

• share the evaluation summary with the Chairman of the Nomination andRemuneration Committee

• share the feedback with the Chairman of the Board

The above process will be implemented and controlled from the Chairman’s officeand the summary will be prepared without attributing any comment to the person who madeit. Such summary of observations will be shared with the directors in confidence.

Key Evaluation Criteria:

- Providing effective leadership and strategic guidance to the management

- Understanding the Business including the Risks and regulatory landscape

- Attendance at and active engagement in the discussion of business performancecompetitive landscape and strategies

- Development and monitoring of leadership teams

- Compliance focus and insistence on ethical business practices

- Nudging for long term focus areas such as Succession Planning Business ContinuityPlanning etc.

- Management of conflicts in Board discussion

- Management of Conflict of Interest

Criteria for determination of Remuneration of Directors:

The Non-executive Directors and Independent Directors will receive remuneration by wayof sitting fees for attending meetings of the Board and/or Committee thereof as decidedby the Board from time to time subject to the limits specified under the Companies Act2013 (the Act) including any amendments thereto. In addition to the sitting fees theNon-executive and Independent Directors may also be paid commission as may be determinedby the Board subject to the limits specified under the Act.

The remuneration of Non-executive Directors and Independent Directors will be governedby the role assumed number of meetings of the Board and the committees thereof attendedby the directors the position held by them as the Chairman and member of the committeesof the Board and overall contribution to the business. Besides these the determination ofremuneration of independent directors will also depend on the external competitiveenvironment track record individual performance of the directors and performance of theCompany as well as the industry standards.

The compensation structure of the Executive Director is also being reviewed by theNomination and Remuneration Committee and approved by the Shareholders of the Company.

FORM NO MR-3

SECRETARIAL AUDIT REPORT-ANNEXURE II

FOR FINANCIAL YEAR ENDED ON MARCH 31 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014]

To

The members

Axon finance limited

(Formerly Axon Fintech Ltd)

Shop no.26 Meera Co.-op. Hsg soc.

New Link RoadNear. Oshiwara Police

Station Andheri (West)Mumbai-400053

I have conducted the secretarial audit of the compliance ofapplicable statutoryprovisions and the adherence to good corporate practices by M/s. Axon Finance Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the Company’s books papers forms and returns filedand other records maintained by the Company except Physical Minutes Book which has beenconfiscated by the Income Tax Authority during their search conducted for M/s. Shree NathCommercial & Finance Limited (Group Company) on July 9 2015. However soft copy havebeen produced for my verification and all other information provided by the Company itsofficers agents and authorized representatives during the conduct of secretarial audit Ihereby report that in my opinion the Company has during the audit period covering thefinancial year ended on March 31 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms andreturns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethere under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The Reserve bank of India Act 1934 and rules and regulation made there under fromtime to time and any other modification enactment issue by RBI which is applicable on NonBanking Financial Company (NBFC).

(vi)The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on October 28 2014 (Notapplicable to the Company during the Audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit period).

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the Audit period).

(ii) The Listing Agreement entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except to the extentas mentioned below:

1) As per section138 of the Companies Act 2013 every listed company must have toappoint Internal Auditor who is a professional but company has not appointed anyprofessional as a Internal Auditor for the year under review.

2) Mr. Girraj KishorAgrawal is a Managing Director of the company during the year underreview but he has also been appointed as a whole Time Chief Financial Officer (CFO) ofBanas Finance Limited as on 21st July 2014 which is non-compliance of section203 sub-section (3).

I further report that:

1) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

3) Majority decision is carried through while the dissenting members' views if anyare captured and recorded as part of the minutes.

I further report that having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the other laws applicableto the Company.

I further report that:

1) The Directors have disclosed their interest and concerns in contracts andarrangements shareholdings and directorships in other companies and interests in otherentities as and when required and their disclosures have been noted and recorded by theBoard;

2) The Directors have complied with the disclosure requirements in respect of theireligibility of appointments their being independent and compliance with the Code ofConduct for Directors and Senior Management Personnel;

3) The Company has obtained all necessary approvals under the various provisions of theAct.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For P D Pandya & Associates
Sd/-
Practicing Company Secretary
(Paresh Pandya)
Proprietor
Place:Mumbai ACS No.12123
Date:14/08/2015 C P No.4869

'ANNEXURE A'

To

The members

Axon finance limited

(Formerly Axon Fintech Ltd)

Shop no.26 Meera Co.-op. Hsg soc.

New Link RoadNear. Oshiwara Police

Station Andheri (West)Mumbai-400053

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place:Mumbai For P.D. Pandya & Associates
Date: 14/08/2015 Practicing Company Secretary
Sd/-
Paresh Pandya
(Proprietor)
FCSNo. 12123
C P No.: 4869

ANNEXURE III-FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm’s length transactions under third proviso thereto:

1. Details of material contracts or arrangements or transactions not atarm’s length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’slength basis:

Name of the Related Party Nature of Relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including value if any Date of approval by the board Amount paid as advance if any
Nil

ANNEXURE-IV

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

A. REGISTRATION AND OTHER DETAILS:

I CIN:- L65999MH1982PLC027945
Ii Registration Date: 7th August 1982
Iii Name of the Company: Axon Finance Limited
Iv Category / Sub-Category of the Company Company Limited by shares/ Indian Non Government Company
V Address of the Registered office andcontact details: Shop No. 26 Meera Co.op Hsg Society New Link
Road Nr. Oshiwara Police Station Andheri (west)
Mumbai-400053
Tel: 022-65368222
Email Id: axoninfotechltd@gmail.com
Vi Whether listedcompany Yes
Vii Name Address and Contact details of Registrar and Transfer Agent if any Sharex Dynamic (India) Pvt. Ltd Unit 1 Luthra Indl.
Premises Safed Pool Andheri Kurla Road Andheri
(East)MumbaiMaharashtra400072
Tel: 022-28515606
Email Id:sharexindia@vsnl.com

B PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

Sl. No. Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Finance and Share Trading 64990 40.22
2 Textile Business 475 59.78%

C PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No Name & Addressof the Company CIN/GLN Holding / Subsidiary / Associate % of Shares Held Applicable Section
1 Nil - - - -
2 - - - - -
3 - - - - -
4 - - - - -
5 - - - - -
6 - - - - -
7 - - - - -
8 - - - - -
9 - - - - -

D. SHAREHOLDING PATTERN (Equity Sharecapital Break up as % to total Equity)

(I) Category-wise Share Holding

Category of Shareholders as on 31.03.2015 No. of Shares held at the beginning of the year 01/04/2014

No. of Shares held at the end of the year 31/03/2015

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. PROMOTER'S
(1). INDIAN
(a). individual 106460 0 106460 1.393 106460 0 106460 1.393 0
(b). Central Govt.
(c). State Govt(s). 0 0 0 0 0 0 0 0 0
(d). Bodies Corpp. 963719 0 963719 12.614 963719 0 963719 12.614 0
(e). FIINS / BANKS. 0 0 0 0 0 0 0 0 0
(f). Any Other 0 0 0 0 0 0 0 0 0
Sub-total (A) (1):- 1070179 0 1070179 14.007 1070179 0 1070179 14.007 0
(2). FOREIGN 0 0 0 0 0 0 0 0 0
(a). Individual NRI / For Ind 0 0 0 0 0 0 0 0 0
(b). Other Individual 0 0 0 0 0 0 0 0 0
(c). Bodies Corporates 0 0 0 0 0 0 0 0 0
(d). Banks / FII 0 0 0 0 0 0 0 0 0
(e). Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
(f). Any Other Specify 0 0 0 0 0 0 0 0 0
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 1070179 0 1070179 14.007 1070179 0 1070179 14.007 0
(B) (1). PUBLIC SHAREHOLDING
(a). Mutual Funds 0 0 0 0 0 0 0 0 0
(b).Banks / FI 0 0 0 0 0 0 0 0 0
(c). Central Govt. 0 0
(d). State Govt. 0 0 0 0 0 0 0 0 0
(e).Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f).Insurance Companies 0 0 0 0 0 0 0 0 0
(g). FIIs 0 0 0 0 0 0 0 0 0
(h).Foreign Venture 0 0 0 0 0 0 0 0 0
Capital Funds
(i). Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0
2. Non-Institutions
(a). BODIES CORP.
(i). Indian 3038287 0 3038287 39.768 1970879 0 1970879 25.797 -13.971
(ii). Overseas
(b).Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1Lakh 1115584 4 1115588 14.602 1194952 4 1194956 15.641 1.039
(ii) Individual shareholders holding nominal share capital in excess of Rs.1Lakh 2411223 0 2411223 31.561 3399381 0 3399381 44.495 12.934
(c). Other (specify)
Non Resident Indians 4105 0 4105 0.054 4605 0 4605 0.06 0.006
Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members Trusts 618 0 618 0.008 0 0 0 0 -0.008
Foreign Bodies-D R 0 0 0
Sub-total (B)(2):- 6569817 4 6569821 85.993 6569817 4 6569821 85.993 0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 6569817 4 6569821 85.993 6569817 4 6569821 85.993 0
C. Shares held by Custodian for GDRs & ADRs 0
Grand Total (A+B+C) 7639996 4 7640000 100.00 7639996 4 7640000 100.00 0

(II) SHARE HOLDING OF PROMOTERS

Sr. No. Shareholder’s Name Shareholding at the beginning of the year01/04/2014 Share holding at the endof the Year31/03/2015
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Handful Investrade Pvt Ltd 163719 2.14 0 163719 2.14 0 0
2 Girraj Kishor Agrawal 106460 1.39 0 106460 1.39 0 0
3 Agrawal Bullion Limited (Formerly Kayaguru Health Solutions Limited 800000 10.47 0 800000 10.47 0 0

(III) CHANGE IN PROMOTERS’ SHAREHOLDING (PLEASE SPECIFY IF THERE IS NO CHANGE)

Shareholding at the beginning of the year 01/04/2014 Share holding at the end of the Year 31/03/2015
Sr. No. Shareholder ’s Name No. of Shares at the beginning (01-04-2014) / end of the year (31-03-2015) % of total Shares of Date the company Increasing / Decreasing in shareholding Reason No. of Shares % of total Shares of the company
Nil

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS PROMOTERS ANDHOLDERS OF GDRS AND ADRS):

Sr. Name No No. of Shares at the beginning (01-04-14) / end of the year (31-03-15) % of total Share s of the comp any Date Increasing / Decreasin g in shareholdi ng Reason No. of Shares % of total Shares of the company
1 Unisys Softwares And Holdings Indus -Closing Balance 800000 10.471 4/1/2014 - - - -
3/31/2015 - - 800000 10.471
2 Hanumanta Gangaram Thombre -Closing Balance 349760 4.578 9/30/2014 - - - -
3/31/2015 - - 349760 4.578
Samskara Sales
3 Agency Private 200000 2.618 5/30/2014 - - - -
Limit
-Closing Balance 3/31/2015 - - 200000 2.618
4 Meena Arvind Rambhia -ClosingBalance 312500 4.09 9/30/2014 - - - -
3/31/2015 - - 312500 4.09
5 Neeta Uday Joshi -Closing Balance 280620 3.673 9/30/2014 - - - -
11/14/2014 2303 Transfer 282923 3.703
3/31/2015 - - 282923 3.703
6 Vishnu Sahebrao Borude -Closing Balance 265579 3.476 9/30/2014 - - - -
3/31/2015 - - 265579 3.476
7 Sandeep Sitaram Kherade -Closing Balance 320000 4.188 9/30/2014 - - - -
3/31/2015 - - 320000 4.188
8 Mangesh Madhukar Dhotre -Closing Balance 717421 9.39 4/1/2014 - - - -
3/31/2015 - - 717421 9.39
9 Rajeshriba Lalit Jadeja -Closing Balance 280378 3.67 12/5/2014 - - - -
- - 3/31/2015 - - 280378 3.67
10 Sangeeta Ashwin Shah 280378 3.67 9/30/2014 - - - -
-Closing Balance 3/31/2015 - - 280378 3.67

(V) SHAREHOLDING PATTERN OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No Shareholder’s Name

Shareholding

Date Increase/ Decrease in Sharehold ing Reason Cumulative Shareholding during the year (01-04-14 to 31-03-15) % of total Shares of the Company
No. of Shares at the beginning (01-04-14) / end of the year (31-03-15) % oftotal Shares of the Company No. of Shares
1 Girraj Kishor Agrawal 106460 1.39 - - - 106460 1.39
2 Jatinkumar Agarrwal 0 0 - - - 0 0
3 Seema Sidhu 0 0 - - - 0 0
4 Zubin Pardiwala 0 0 - - - 0 0
5 Ashok Vishwakarma 0 0 - - - 0 0
Total 106460 1.39 - - - 106460 1.39

VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year
Additions 0 1625247 0 1625247
Reduction 0 1625247 0 1625247
Net Change 0 0 0 0
Indebtedness at the end of the financial year 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0

VII.PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companie s Act Brief Description Details of Penalty/Punishment /Compounding fees imposed Authority (RD/NCLT/Cou rt) Appeal made if any (give details)
A. COMPANY
Penalty N
Punishment
Compounding one
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

VIII. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

A. Remuneration to Managing Director Whole-Time Directors and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Mr. Girraj Kishor Agrawal (Managing Director)
1 Gross salary NIL NIL
a Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NIL NIL
b Value of perquisites u/s 17(2) Income-tax Act 1961 NIL NIL
c tax Act 1961 Profits in lieu of salary under section 17(3) Income- NIL NIL
2 Stock Option NIL NIL
3 Sweat Equity-- NIL NIL
4 Commission NIL NIL
- as % of profit NIL NIL
- others specify... NIL NIL
5 Others please specify NIL NIL
Total (A) NIL NIL
Ceiling as per the Act - -

B. REMUNERATION TO OTHER DIRECTORS

Sr. No. Particulars of Remuneration

Name of Directors

Total Amount

1 Independent Directors Mr. Zubin Pardiwala Mr. Jatin Agarrwal Ms. Seema Sidhu
Fee for attending board committee meetings NIL NIL NIL NIL
Commission NIL NIL NIL NIL
Others (Fee for attending Independent Directors meeting) NIL NIL NIL NIL
Total (1) NIL NIL NIL NIL
2 Other Non-Executive Directors NIL NIL NIL NIL
Fee for attending board committee meetings NIL NIL NIL NIL
Commission NIL NIL NIL NIL
Others please specify NIL NIL NIL NIL
Total (2) NIL NIL NIL NIL
Total (B)=(1+2) NIL NIL NIL NIL
Total Remuneration** to Non-Executive & Independent Director NIL NIL NIL NIL
Overall Ceiling as per the Act - - - -

C. REMUNERATION TO KMP OTHER THAN MD/MANAGER/WTD:

Key Managerial Personnel
Sr. No. Particulars of Remuneration Company Secretary Chief Financial Officer Total Amount (In Lacs)
1 Gross salary Ms. Prajna Naik* Mr. Ashok Vishwakarma
a Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0.32 0.68 1.00
b Value of perquisites u/s 17(2) Income- tax Act 1961 - Nil Nil
c Profits in lieu of salary under section 17(3) Income- tax Act 1961 - Nil Nil
2 Stock Option - Nil Nil
3 Sweat Equity - Nil Nil
4 Commission Nil Nil
- as % of profit - Nil Nil
- Others specify. -- Nil Nil
5 Others please specify - Nil Nil
Total (A) 0.32 0.68 1.00
Ceiling as per the Act - - -

*resigned w.e.f 23/03/2015

ANNEXURE V

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 employeesof the Company is as under:

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year2014-15 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No Name of Director/KMP Remuneration Received (In Rs. Lakh) % increase in Remuneration in the Financial year 2014-15 Ratio of remuneration of each Director to median remuneration of employees
1 Shri Girraj Kishor Agrawal (ManagingDirector) Nil Nil N.A
2 Shri Ashok Vishwakarma (Chief Financial Officer) 0.68 NIL 0.50
3 @Shri. Jatinkumar Chintamani Agarrwal (Non-Executive Independent Director) Nil Nil Nil
4 @Smt. Seema Nirmal Singh Sidhu (Non-Executive Independent Director) Nil Nil Nil
5 ^Shri. Tushar Ramchandra Rane (Non-Executive Independent Director) Nil Nil Nil
6 Shri Zubin Jasi Pardiwala (Non-Executive Independent Director)
7 *^Ms. Prajna Naik (Company Secretary) 0.32 Nil 0.24

Note-@Appointed w.e.f 23/03/2015 *^Appointed w.e.f.12/02/2015 ^Resigned w.e.f.23/03/2015

• All appointments are / were non-contractual.

• Remuneration as shown above comprises of Salary Leave Salary Bonus LeaveTravel Assistance Medical Benefit House Rent Allowance Perquisites and Remuneration onCash basis

• The median remuneration of employees of the Company during the financial yearwas Rs. 1.35 Lakh

• There were 8 employees on the rolls of Company as on March 31 2015.

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