Your Directors take pleasure in presenting the 11th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe year ended 31st March 2016.
The financial performance of your Company for financial Year 2015-16 and 2014-15 issummarized as below:
| || |
(Rs in Lacs)
|Particulars || |
For Financial Year Ended
| ||31st March 2016 ||31st March 2015 |
|Total Revenue ||290.42 ||178.34 |
|Total Expenditure ||54.26 ||113.96 |
|Profit before Tax ||236.15 ||64.38 |
|Provision for Tax ||88.00 ||20.00 |
|Profit/ (loss) After Tax ||148.15 ||44.38 |
Financial Performance and State of Company Affairs
During the year under review your Company has recorded total revenue of Rs. 290.42lacs against Rs. 178.34 lac in the previous year resulting in 62.85% growth over previousyear. Profit Before Taxation for the financial year ended 31st March 2016increased to Rs. 236.15 lac as compared to Rs. 64.38 lac in the previous year resulting in266.80% growth. Profit After Tax is Rs. 148.15 lac as compared to Rs. 44.38 lac in theprevious year resulting in 233.82% growth.
With a view to conserve the resources your Directors do not recommend dividend for thefinancial year 2015-16.
Transfer to Reserves
Your Company proposes to transfer an amount of Rs. 29.63 Lac (Previous year Rs. 8.55Lac) to Statutory Reserve.
At present the Company's equity shares are listed on SME platform of BSE Limited andthe Company has paid listing fees for the financial year under review.
Change in Promoters and the Management
Mr. Bharat Bagri and Mr. Uttam Bagri earlier promoters of the Company had entered intoa Share Purchase Agreement (SPA) on 7th October 2014 with CentrumDirectLimited on completion of which CentrumDirect Limited acquired 52.16% shareholding in theCompany with effect from 5th August 2015 and is new promoter of the Company.
Material Changes and Commitments
Pursuant to change in management and control of the Company the name of the Companywas changed from BCB Finance Limited to Pyxis Finvest Limited vide a fresh certificate ofincorporation dated 11th February 2016 issued by the Registrar of CompaniesMinistry of Corporate Affairs Mumbai. The Company has also obtained a fresh Certificateof Registration dated 18th March 2016 from the RBI. There were no materialchanges and commitments affecting the financial position of the Company between the end offinancial year and date of the report.
Meetings of the Board & Committees
Details of meetings of the Board and committees held during the year are set out infollowing table.
|Particulars ||Board ||Audit Committee ||Nomination & Remuneration Committee |
|Number of Meetings ||7 ||3 ||1 |
|Dates of Meetings ||28.05.2015 05.08.2015 (2) 02.09.2015 14.11.2015 24.12.2015 31.03.2016 ||28.05.2015 05.08.2015 14.11.2015 ||05.08.2015 |
|No. of meetings attended by Directors/ Committee members ||As given below ||As given below ||As given Below |
|Bharat Bagri ||3 ||N.A. ||N.A. |
|Uttam Bagri ||3 ||2 ||1 |
|Rahul Bhandawat ||2 ||2 ||1 |
|Kalpesh Ranka ||0 ||0 ||1 |
|Kumud Ranjan Mohanty ||4 ||N.A. ||N.A. |
|Shailendra Kishor Apte ||4 ||N.A. ||N.A. |
|Narayan Krishnan ||4 ||1 ||N.A. |
|Parag Gunvantrai Shah ||2 ||1 ||N.A. |
|Swati Sahukara ||2 ||1 ||N.A. |
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013 (the "Act").
The Board of Directors carried out an annual evaluation of the Board itself itsCommittees and individual Directors. The entire Board carried out performance evaluationof each Independent Director excluding the Independent Director being evaluated. TheNomination Remuneration Committee also carried out evaluation of every director'sperformance.
The evaluation was done after taking into consideration inputs received from theDirectors setting out parameters of evaluation. Evaluation parameters of the Board andCommittees were mainly based on Disclosure of Information Key functions of the Board andCommittees Responsibilities of the Board and Committees etc. Evaluation parameters ofIndividual Directors including the Chairman of the Board and Independent Directors werebased on Knowledge to Perform the Role Time and Level of Participation Performance ofDuties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance ofNon-Independent Directors Chairman of the Board and the Board as a whole.
Disclosures by Directors
The Directors on the Board have submitted notice of interest under Section 184(1)intimation under Section 164(2) and declaration as to compliance with the Code of Conductof the Company. All Independent Directors have also given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act.
Directors Responsibility Statement
Pursuant to Section 134 of the Act the Board of Directors to the best of theirknowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) 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 profitof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the statutory and secretarialauditors and external consultants and the reviews of the management and the relevant Boardcommittees including the audit committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the year under review.
Particulars of Loans Guarantees Securities and Investments
Details of loans guarantees and investments have been disclosed in the FinancialStatements.
Extract of Annual Return
An extract of annual return in Form MGT-9 is provided as Annexure 1.
Related Party Transactions
All related party transactions entered during the period under review were on arm'slength basis and in the ordinary course of business. Further there were no materiallysignificant related party transactions entered into by the Company. Accordinglyfurnishing particulars of contracts or arrangements with related parties referred to insection 188(1) along with the justification for entering into such contracts orarrangements in form AOC-2 is not required.
The Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
In view of the nature of activities carried on by the Company the requirements fordisclosure in respect of conservation of energy technology absorption in terms of theSection 134 of the Act are not applicable to the Company. However the Company takes allpossible efforts towards energy conservation. The requirement for disclosure with respectto technology absorption does not apply to the Company as the activities in which theCompany operates does not require any technology.
During the period under review the Company has not earned any foreign exchange incomeand also has not incurred any foreign exchange outgo.
An effective risk management policy lies at the core of our business philosophy of theCompany which is centred on delivering high and better returns to all stakeholders. Withups and downs volatility and fluctuations in the financial business in which the Companyoperates the Company is exposed to various risks and uncertainties in the normal courseof our business. Since such variations can cause deviations in the results from operationsand affect our financial state the focus on risk management continues to be high. TheCompany has its Risk Management Policy in place which is also displayed on the website ofthe Company. In the opinion of the Board during the financial year
2015-16 the Board has not noticed any elements of risk which may threaten theexistence of the Company.
Corporate Social Responsibility
Provisions of section 135 of the Act concerning the constitution of Corporate SocialResponsibility Committee and related matters are not applicable to the Company.
M/s. Bhatter & Co. Chartered Accountants were statutory auditors of the Companybefore the change in management. M/s. F. K. Mody & Co. Chartered Accountants wereappointed as Statutory Auditors of the Company by members in the Annual General Meeting ofthe Company held on 18th September 2015. However M/s F. K. Mody & CoChartered Accountants resigned vide their letter dated 7th April 2016 asstatutory auditors for financial year 2015-16 resulting in a casual vacancy. Thereforethe members in their Extraordinary general Meeting held on 25th May 2016appointed M/s. P. D. Saraf & Co. Chartered Accountants as Statutory Auditors forfinancial year 2015-16.
The Company has appointed M/s. Hemant Goyal & Associates Chartered Accountants asInternal Auditors for the financial year 2015-16.
The Company has appointed M/s. M. Gupta & Associates Company Secretaries inPractice as Secretarial Auditors for the financial year 2015-16. The report ofsecretarial auditor is attached as Annexure 2.
In terms of SEBI Circular ref. CIR/ CFD/ POLICY CELL/ 7/ 2014 dated September 15 2014on the subject of "Corporate Governance in Listed Entities" provisions ofClause 49 of the Listing Agreement pertaining to 'Corporate Governance' were not mandatoryfor companies whose equity share capital is listed exclusively on the SME Platforms. SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 which replaced thethen existing Listing Agreement and which are effective w.e.f. 1st December2015 also exempts companies which have listed their specified securities on SME Exchangefrom compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SMEPlatform of BSE Limited the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Management Discussion andAnalysis Statement Corporate Governance Report etc. are not applicable to the Company.
Disclosure of Business Responsibility Report is not applicable to the Company.
Directors and Key Managerial Personnel
During the year under review Mr. Uttam Bharat Bagri Managing Director Mrs. SarlaBharat Bagri Additional director and Mr. Bharat Bagri Whole-time director resigned fromthe Board w.e.f. 5th August 2015. Mr. Kalpesh Ranka Mr. Kamalkumar Dujodwalaand Mr. Rahul Bhandawat Independent Directors resigned from the Board w.e.f. 26thSeptember 2015.
Mr. Uttam Bharat Bagri resigned w.e.f. 2nd September 2015 as ChiefFinancial Officer.
The Board wishes to place on record its appreciation for the invaluable services andguidance given by each of the above during their respective tenures.
W.e.f. 5th August 2015 Mr. Kumud Ranjan Mohanty was appointed as ManagingDirector; Mr. Shailendra Apte and Mr. Narayan Krishnan were appointed as Non-executiveDirectors on the Board.
Mr. Parag Shah and Mrs. Swati Sahukara were appointed as Independent Directors w.e.f.27th September 2015 for a period of one year. Their re-appointment for afurther period of five years w.e.f. 27th September 2016 is being proposed tomembers in 11th Annual General meeting.
Mr. Shailendra Apte was appointed as Chief Financial Officer w.e.f. 2ndSeptember 2015.
Mr. Narayan Krishnan Director of the Company retires by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting of the Company.
The constitution of the Audit Committee as on 31st March 2016 is asfollows:
|Name ||Designation |
|Mr. Narayan Krishnan ||Chairman |
|Mr. Parag Shah ||Member |
|Mrs. Swati Sahukara ||Member |
Particulars of Employees and Remuneration
The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below.
a) Ratio of remuneration of each Director to the employees' median remuneration:
|Director ||Designation ||Remuneration p.a. (Rs.) ||Ratio |
|Mr. Kumud Mohanty ||Managing Director ||Nil ||N.A. |
|Mr. Shailendra Apte ||Non-executive Director ||Nil ||N.A. |
|Mr. Narayan Krishnan ||Non-executive Director ||Nil ||N.A. |
|Mr. Parag Shah ||Independent Director ||Nil ||N.A. |
|Mrs. Swati Sahukara ||Independent Director ||Nil ||N.A. |
b) Percentage increase in the median remuneration of employees in the financial year2015-16:
c) Number of permanent employees on the rolls of the Company as on 31stMarch 2016: 1 (One)
d) Relationship between average increase in remuneration and Company performance:
There was no increase in remuneration of any employee during the year underconsideration.
e) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company:
Remuneration of KMP is in line with the performance of the Company.
f) Variation in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company:
|Particulars ||No. of shares listed ||Closing Market Price per share (In Rs.) ||EPS ||P/E ratio ||Market capitalization (Rs. In lacs) |
|As on 31.03.2016 ||11502585 ||27 ||1.29 ||20.93 ||3105.69 |
|As on 31.03.2015 ||11502585 ||25.25 ||0.39 ||64.74 ||2904.40 |
|Increase/ decrease ||- ||1.75 ||0.90 ||-43.81 ||201.29 |
|% Increase/ decrease ||- ||6.93 ||230.77 ||-69.10 ||6.93 |
|Issue Price of the share at the last Pubic Offer (IPO) ||- ||25.25 ||- ||- ||- |
|Increase in market price as on 31.03.2016 as compared to issue price of IPO || ||1.75 || || || |
|Increase in % ||- ||6.93 ||- ||- ||- |
g) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Since therewas no employees other than one key managerial personnel this is not applicable.
h) The key parameters for the variable component of remuneration availed if any bythe Directors: Not applicable.
i) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not applicable.
j) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.
k) There is no employee covered under the provisions of section 197(14) of the Act.
There was no employee in the Company who drew remuneration of Rs. 500000/ - per monthor Rs. 6000000/ - per annum during the period under review. Hence the Company is notrequired to disclose any information as per Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014.
Policies and disclosure requirements
In terms of provisions of the Act the Company has adopted following policies which areavailable on its website http://www.bcbfinance.com and the weblink is
Vigil Mechanism Policy
Familiarization Programme for Independent Directors
Nomination and Remuneration Policy
Code of Conduct
'Policy for selection and appointment of Directors and their remuneration' is shown as Annexure3.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there was no transaction pertaining to these items during the yearunder review.
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of equity shares (including sweat equity shares) and ESOS to employees of theCompany under any scheme.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Director further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year.
For and on behalf of the Board of Directors of
|Pyxis Finvest Limited || |
|(Formerly BCB Finance Limited) || |
|Sd/- ||Sd/- |
|Kumud Mohanty ||Shailendra Apte |
|Managing Director ||Director |
|DIN 07056917 ||DIN 00017814 |
|Place: Mumbai || |
|Date: 30th May 2016 || |