Axon Ventures Limited
Your Directors have pleasure in presenting the 34thAnnual Report alonq with the AuditedAccounts for the financial year ended March 312019
|Particulars ||Year Ended 31/03/2019 ||Year Ended 31/03/2018 |
|Revenue from Glass Trading ||257.749 ||61.56 |
|Revenue from Textile Business ||- ||82.21 |
|Revenue from Finance Business ||64.071 ||61.41 |
|Total Operational Revenue ||321.82 ||205.18 |
|Other Income ||1.923 ||0.764 |
|Total Revenue Generated ||323.744 ||205.94 |
|Total Expenditures (Excl. Dep. & Int.) ||382.842 ||212.423 |
|Profit/Loss before Dep. & Interest ||(58.719) ||(6.405) |
|Depreciation ||0.021 ||0.051 |
|Interest ||0.358 ||0.022 |
|Profit/Loss after Depreciation & interest ||(59.098) ||(6.478) |
|Provision for Tax ||0.450 ||- |
|Provision for Deferred Tax ||(0.531) ||(1.428) |
|Provision for Earlier Tax ||- ||1.261 |
|Net profit/ (Loss) ||(59.017) ||(6.311) |
|Other Comprehensive income for the year ||(187.929) ||1.222 |
|Balance carried forward to Balance Sheet ||(246.946) ||(5.089) |
STATE OF COMPANY'S AFFAIRS:
During the year under review performance of the Company has been satisfactory.TtheCompany's Operational Revenue for the year under review have increase to Rs. 321.82 Lakhsagainst Rs. 205.18 Lakhs in previous year. The net profit/ (loss) of the Company is Rs.(59.071) Lakhs as against net profit/ (loss) of Rs. (6.311) Lakhs in the previous year.The management is striving hard to work with great efforts and maintain high level ofoptimism to increase the revenue and to achieve profit margin in coming years.
During the year your Directors have not recommended any dividend on Equity Shares.
The Company does not transfer any amount to the reserves during the year under review.
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 for the financial year ended 31st March2019 the applicable accounting standards have been followed and there are no materialdepartures;
- 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 atthe end of 31st March 2019 and of the profit andloss 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 andsuch internal 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.
|Sr. Name of Director/KMP No. ||Designation ||Particulars ||Event Date |
|1. Ms. Prajna Naik ||Company Secretary ||Resignation ||14/04/2018 |
|2. Mr. Girraj Kishor Agrawal ||Compliance Officer ||Appointment ||14/04/2018 |
|3. Mrs. Geeta Gupta ||CFO ||Appointment ||04/07/2018 |
|4. Mr. Girraj Kishor Agrawal ||CEO ||Resignation ||30/07/2018 |
|5. Ms. Shubhika Modi ||Company Secretary cum Compliance Officer ||Appointment ||10/08/2018 |
|6. Mrs. Tanu Giriraj Agarwal ||Director ||Change in designation from Non Executive Director to Managing Director ||01/03/2019 |
|7. Mr. Anubhav Maurya ||Additional Director ||Appointment ||01/03/2019 |
Mr. Zubin Pardiwala for reappointed as Independent Director for second term of 5 yearsin last AGM held in 2018.
During the year under reviewpursuant to Section 152 of the Companies Act 2013 Mr.Girraj Kishor Agrawal retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Board has recommended him forreappointment.
The Board inducted Mr. Anubhav Srinath Maurya as an Additional Director of the Companyin the category of Non-Executive Independent Director and the Company w.e.f 01/03/2019However Mr. Anubhav Srinath Maurya has express his inability to continue his directorshipand have forwarded his resignation w.e.f 12th August 2019.
It is proposed for member's approval for Change in designation from Director toManaging Director of Mrs. Tanu Giriraj Agarwal as Managing Director for a period of 5years from 1stMarch 2019 to 29th February 2024.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed forappointment/re-appointment/change in designation has been given in the notice of annualgeneral meeting.
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 parameters likeCompositions participation of members frequency of meetings etc.
Evaluation of the Executive and Non-Executive Directors individually: Mr. GirrajKishor Agrawal and Mrs. Tanu Giriraj Agarwal Directors were evaluated on various pointsrelated to Personal Qualities and adherence to Code of Conduct etc.
Evaluation of Independent Directors: Mr. Zubin Jasi Pardiwala and Mr. HardikkumarBharatbhai 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.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. Mr.Hardikkumar Bharatbhai Kabariya Mr. Anubhav Srinath Maurya and Mr. ZubinJasi Pardiwala have submitted a declaration that all of them meet the criteria ofIndependence.
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 as well as under Regulation16(1)(b) of SEBI (LODR) Regulations 2015and the Board is also of the opinion that the Independent Directors fulfil all theconditions specified in the Companies Act 2013 making them eligible to act as IndependentDirectors.
M/s. Pravin Chandak & Associates Chartered Accountants having Firm RegistrationNo. 116627W Statutory Auditors of the Company who were appointed in the 32nd AnnualGeneral Meeting held for the financial year ended 31st March 2017 for a period ofconsecutive five (5)yearsupto the conclusion 37th Annual General Meeting of the companyfor the financial year ended 31st March 2022.They will continue to be Statutory Auditorsfor F.Y 2019-20. The Statutory Auditors have confirmed their eligibility pursuant tosection 139 of the Companies Act 2013.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 34thAGM.
The Statutory Auditors of the company have drawn the attention of the management onsome Non Compliances which marked as qualification in their report. In connection with thesame management herewith giving the explanations as follows:
1. With regards to appropriateness of internal control system is concerned managementis having views that the company has effective and sufficient internal control system inplace for granting of loans and over purchase and sales. The management grants loans onlyeither to the parties known to the Company or by references which are governed by theBoard policies. The Loan and Advances granted by the Company has been closely supervisedand monitored on regular basis. Further the control over purchase and sales of commoditiesis concerned company has reasonable internal controls system according to the size of thecompany and scale of operations. However as per recommendation of Auditors the Companyis under process to strengthen its controls procedures.
Also one more observation about loans given to few parties wherein interest is notcharged in their report for the financial year ended March 312019.
The management inform that these loans are old and to recover the principal amount fromthem is very difficult and in order to avoid bad debt of this loan Company has notcharged interest but company will take note in future.
2. The Company has obtained registration for profession tax and is in process to payoutstanding balance of profession tax under Amnesty Scheme under Government ofMaharashtra.
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. Paresh Pandya & Associates Company Secretary in Practice to conductthe Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report asreceived from Mr. Paresh Pandya is appended to this Report as Annexure I.
COMMENTS ON OBSERVATION AND QUALIFCATION MADE BY THE AUDITORS:
The Secretarial Auditors of the company have drawn the attention of the management toone observation about loans given to few parties wherein interest is not charged in theirreport for the financial year ended March 312019. The management inform that these loansare old and to recover the principal amount from them is very difficult and in order toavoid bad debt of this loan Company has not charged interest but company will take notein future.
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.
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 placed onthe website of the company on the following linkhttps://axonfinance.files.wordpress.com/2016/04/crite-ria-of-making-payments-to-non-executive-directors_axon.pdf
PARTICULARS OF LOANS GUARANTESS AND INVESTMENTS:
Details of investments covered under Section 186 of the Companies Act 2013 ("theAct") will be produced for verification to the members at the Registered office ofthe company on their request.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and Listing Regulations 2015all Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on yearlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length.
All Related Party Transactions entered during the year 2018-19 were in Ordinary Courseof the Business and on Arm's Length basis; and there were no material contracts andarrangements.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure II.
CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business during the year under review.
SHIFTING OF REGISTERED OFFICE:
During the year the Company has shifted its Registered office within the local limitsof the City.
PUBLIC DEPOSIT :
Your Company has not accepted any deposits within the meaning of Section 73 74 and 76of the Companies Act 2013.
There was no change in the Share Capital of the Company during the year 2018-2019. Ason 31st March 2019 the issued subscribed and the paid up share capital of the Companystood at Rs. 76400000/- comprising of 7640000 Equity Shares of Rs. 10/- each.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2018-19 to which this financial statementsrelate and the date of this report.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review no Company has become or ceased to be the Subsidiaryjoint Venture or Associate Companies.
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 III. Our Websiteis https://axonfinance.wordpress.eom// copy of the annual return is placed on thewebsite.
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- IV.
NUMBER OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. The intervening gap between the twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013.
During the Financial year 2018-2019 board meetings were held Eight (8) times on14/04/2018 05/05/2018 15/05/2018 04/07/2018 10/08/2018 05/11/2018 07/02/2019 and28/03/2019.
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' formingpart 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 the FY 2018-19 there were no event of postal ballot.
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.
CORPORATE SOCIAL RESPONSIBILITY:
During the year the provisions related to Corporate Social Responsibilityunder Section135 of Companies Act 2013 and rules made thereunderare not applicable.
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.
FOREIGN EXCHANGEEARNINGS & OUTGO:
There is no inflow and outflow of Foreign Exchange.
COMPLIANCE WITH SECRETARIAL STANDARDS
Company is in compliance with applicable Secretarial Standards.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
The Company has adequate Risk Management framework to identify measure and mitigatebusiness risk and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps in managing market credit and operations risks. The Boardperiodically reviews the risks and suggests steps to be taken to control and mitigate thesame through a properly defined framework.
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.
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 2018 - 2019.
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.
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 aboutbehaviour 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 year2018-19 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. An Internal ComplaintCommittee (ICC) has been set up in compliance with the said Act. During the year underreview no cases in the nature of sexual harassment were reported at any workplace of thecompany.
CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS
Certificate from secretarial auditor regarding none of the directors on the board ofthe company have been debarred or disqualified from being appointed or continuing asdirectors of companies by the Board/Ministry of Corporate Affairs or any such statutoryauthority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) Regulations 2015 annexed to thisreport in Annexure V.
The Board of Directors wishes to express sincere thanks for the assistance andco-operation received from the Bankers Shareholders Clients Financial InstitutionsGovernment Authorities Customers Sup-pliers and employees of Companies for extendingsupport during the yearunder review.
The Directors would also like to thank BSE Ltd. National Securities DepositoryLimited Central Depository Services (India) Limited our RTA Sharex India PrivateLimitedfor their co-operation.
For and On behalf of the Board
|SD/- ||SD/- |
|Girraj Kishor Agrawal ||Tanu Agrawal |
|Director ||Director |
|DIN:00290959 ||DIN:00290966 |
|Date: 12/08/2019 || |
|Place: Mumbai || |