The Members of
FIVE X TRADECOM LIMITED
The Directors of the Company take pleasure in presenting their 9thAnnualReport together with the Annual Audited Financial Statements for the financial year endedMarch 31 2018.
The summary of the Company's financial performance for the financial year 2017-18 ascompared to the previous financial year is given below:
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Revenue from Sales of Commodities ||85.56 ||670.08 |
|Revenue from Finance and Share Trading ||99.93 ||105.61 |
|Total Revenue from Operations ||185.48 ||775.69 |
|Other Income ||2.08 ||0.48 |
|Total Revenue ||187.57 ||776.17 |
|Profit before Dep. & Int. ||29.16 ||15.72 |
|Depreciation ||- ||0.07 |
|Interest ||0.04 ||0.006 |
|Profit after Depreciation & Interest ||29.12 ||15.65 |
|Deferred Tax ||16.26 ||0.08 |
|Profit after Tax ||12.86 ||15.57 |
|Other Comprehensive income for the Year ||(5.43) ||(47.81) |
|Balance carried forward to balance sheet ||7.43 ||(32.23) |
During the year under review company has two reporting segments i.e. Commodity Tradingand Finance segment from which company generated its revenue. It is evident from thefigures that company has generated comparatively less amount of revenue. The total revenuegenerated for the year is 187.57 Lakhs including other income as compared to 776.17 Lakhsin the previous year and thereby registering a decrease of 75.83%.
During the year company's performance was not up to the mark on account of whichcompany's profit has decreased to 12.86 Lakhs as against to the profit of 15.57 Lakhs ofprevious year. The management of the Company is very optimistic regarding performance ofthe Company in future and taking every possible steps and making every effort to turn theCompany in to more profitable organization.
During the year your directors have not recommended any dividend on Equity Shares forthe year under review.
The paid up equity share capital of the Company as on March 31 2018 was Rs.205544000/-. During the year under review the Company has not issued any shares orgranted stock options or sweat equity.
Indian Accounting Standards (IND AS)
The MCA notified its phase wise roadmap for the adoption of IND AS vide itsnotification dated February 16 2015 announcing the companies (Indian AccountingStandards) Rules 2015 for the application of IND AS.Accordingly your company has adoptedIND AS w.e.f. 01st April 2017.
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.
Changes in Director's & Key Managerial Personnel
The Composition of the Board during the year was as per the provisions of Regulation17(1) of Listing Regulation read with the Companies Act 2013. During the period underreview on the recommendation of Nomination and Remuneration Committee your BoardinductedMr. Anubhav Srinath Maurya as an Additional Director in the category ofIndependent Director with effect from February 01 2017 who resigned from the company onAugust 14 2018 from his directorship. Ms. Nikita Joshi was appointed as a CompanySecretary of the Company w.e.f. 06th May 2017 and resigned w.e.f. 01stNovember 2017.Ms. Seema Sidhu Independent Director of the company also resigned from theoffice of Director w.e.f. 18th August 2017. The Board places on recordappreciation for guidance and services provided by them to the company during theirtenure.
Pursuant to Section 152 of the Companies Act 2013 Mr. Girraj Kishor AgrawalDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board has recommended his re-appointment.
The Board has decided to appoint Mrs. Vijayshree Desai as Managing Director and Mrs.Nikita Parekh Mr. Vishal Sonewane Mr. Shanker Lal Pancholia as Non Executive IndependentDirector of the company w.e.f. 14th August 2018 for a term of 5 consecutiveyears i.e. from 14th August 2018 to 13th August 2023.
|Sr. No. ||Name of Director/KMP ||Designation ||Particulars ||Date |
|1. ||Ms. Nikita Joshi ||Company Secretary ||Appointment ||06/05/2017 |
|2. ||Ms. Aarti Gavnang ||Additional Director ||Resignation ||15/05/2017 |
|3. ||Ms. Seema Sidhu ||Director ||Resignation ||12/06/2017 |
|4. ||Mr. Suresh Kharat ||Director & CFO ||Regularized appointment as a Director ||27/07/2017 |
|5. ||Mr. Manish Raul ||Director ||Regularized appointment as a Director ||27/07/2017 |
|6. ||Mrs. Tanu Agarwal ||Director ||Regularized appointment as a Director ||27/07/2017 |
|7. ||Ms. Jyotsana Bhatt ||Additional Director ||Appointment ||13/11/2017 |
|8. ||Ms. Nikita Joshi ||Company Secretary ||Resignation ||01/11/2017 |
|9. ||Mr. Suresh Kharat ||Director & CFO ||Resignation ||02/02/2018 |
|10 ||Mr. Manish Raul ||Director ||Resignation ||02/02/2018 |
|11. ||Mr. Anubhav Maurya ||Additional Director ||Appointment ||02/02/2018 |
Directors' Responsibility Statement
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:
a) In the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed.
b) Directors have selected such Accounting policies 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 corporation as at the end of March 31 2018 and of theprofit of the Company for the year ended on that date.
c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) Directors have prepared the annual accounts on a going concern' basis.
e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Declarations Given By Independent Directors
The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. Mr. Hardikkumar Kabariya Mr. Zubin Pardiwala and Mr. Anubhav MauryaIndependent Directors have submitted a declaration that each of them meets the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013 and there hasbeen no change in the circumstances which may affect their status as Independent Directorsduring the year. The Board is also of the opinion that the Independent Directors fulfillall the conditions specified in the Companies Act 2013 making them eligible to act asIndependent Directors.
Policies on Directors' Appointment and Remuneration:
The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and Remunerationof the Directors of the Company.
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://fivexfinance.files.wordpress.com/2017/04/criteria-of-making-payments-to-non-executive-directors.pdf
Company has appointed M/s A.M. Gohel & Co. Chartered Accountants as anInternal Auditor F.Y 2018-19.
M/s. Pravin Chandak & Associates Chartered Accountants having Registration No.116627W Statutory Auditors of the Company who were appointed in the 5th AnnualGeneral Meeting held in the year 2014 for a period of 5 years till the conclusion of 10thAnnualGeneral Meeting of the company to be held in the year 2019.Theywill continue to beStatutory Auditors for F.Y. 2018-19. The Statutory Auditors have confirmed theireligibility pursuant to section 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 09th Annual General Meeting.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.
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 Doly Bhalavat & Associates Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report as receivedfrom Ms. Doly Bhalavat is appended to this Report as Annexure-A.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY AUDITORS:
M/s Doly Bhalavat & Associates Company Secretary in Practice in her SecretarialAuditor Report for the financial year 2017-18 have drawn the attention of the managementon Non Compliance which marked as qualification in her audit report. In connection withthe same management herewith give the explanation for the same as follows:
1. The Company has not been registered under Maharashtra State Tax on professionstrades callings and Employments Act 1975. However professional tax has been deductedfrom the salaries of staffs and employees and no amount deposited till reporting date.TheCompany will soon obtain valid Profession Tax number and will comply with the same infuture.
2. As per provisions of section 45-IA of RBI Act 1934 a company is classifiedunder various categories of Finance company if the company's financial assets are morethan 50% of the total assets of the company and Gross Income from Financial activitiesconstitute more than 50% of the gross income. This year company has generated more than50% of gross income from finance business. Accordingly the company is required to getregistered with provision of RBI as a NBFC company therefore company will seekregistration from RBI to comply with the same.
M/s. Pravin Chandak & Associates Chartered Accountants in his Independent AuditorReport for the financial year 2017-18 have drawn the attention of the management on NonCompliance which marked as qualification in his audit report. In connection with the samemanagement herewith give the explanation for the same as follows: As far asappropriateness of internal control system is concerned management is having views thatthe company has sufficient internal control system in place commensurate to the size ofthe companyfor granting loans and over purchase and sales. The management grants demandloan only either to the parties known to the Company or by references which are governedby the Board policies. The Loan and Advances granted by the Company is considered as goodand recoverable and do not require any significant provisions and same has been closelysupervised and monitored on regular basis therefore no appraisal renewal Policiesprocedures committee or documents have been prescribed and executed. It's difficult toestablish any standard or fixed policy and procedure for granting loans as it dependsupon emergency of funds and other requirements of the clients. Further the control overpurchase and sales of commodities is concerned company has reasonable internal controlssystem according to the size of the company and scale of operations. However as perrecommendation of Auditors the Company is under process to strengthen its controlsprocedures.
Number of meetings of the board
The Board meets at regular intervals to discuss. The intervening gap between the twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013.The details of the number of meetings of the Board held during the Financial Year 2017-18forms part of the Corporate Governance Report.
Committees of the board
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Material changes affecting the financial position of the company occurred
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2017-18 till the date of this report. Further there was nochange in the nature of business of the Company.
Subsidiary Joint Venture or Associate Companies
During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of non independent Directors was also carried out by theIndependent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.
Reports on Corporate Governance and Management Discussion & Analysis:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015report on the Corporate Governance along with a certificate from the Statutory Auditorsof the Company on compliance with the provisions is annexed and forms part of the AnnualReport.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Risk Management and Internal Controls
The Board has reviewed the Risk assessment and Minimization procedure as per Regulation17 (9) of the SEBI (LODR) Requirements 2015; there are no material risk which in theopinion of the management affects the continuity and existence of the business. Thedetails of the risks faced by the Company and the mitigation thereof are discussed indetail in the Management Discussion and Analysis report that forms part of the AnnualReport.
The Company has adequate internal control framework in place commensurate with the sizeof the Company. However Company is trying to strengthen the same. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the company's policies the safeguarding of its assets theprevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as said provisions are not applicable.
Particulars of contracts or arrangements with related parties
The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 entered by the Company during the financial year ended 31stMarch2018 is annexed hereto as Annexure -B in prescribed Form AOC-2 and forms part ofthis report.
Particulars of employees and related information
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
| || || || ||(Amount in Lakhs) |
|Sr. No. ||Name of Director/KMP ||Remuneration Received (Rs) ||% increase in Remuneration in the Financial year 2017-18 ||Ratio of remuneration of each Director to median remuneration of employees |
|1 ||Mrs. Tanu Giriraj Agarwal (Director) ||NIL ||NIL ||NIL |
|2 ||Mr. Amit Gulecha (Managing Director) ||NIL ||NIL ||NIL |
|3 ||Mr. Girraj Kishor Agrawal (Non Executive Director) ||NIL ||NIL ||NIL |
|4 ||*Ms. Seema Sidhu (Independent Director) ||NIL ||NIL ||NIL |
|5 ||Mr. Zubin Jasi Pardiwala (Independent Director) ||NIL ||NIL ||NIL |
|6 ||Mr. Hardikkumar Bharatbhai Kabariya (Independent Director) ||NIL ||NIL ||NIL |
|7 ||*Ms. Nikita Joshi (Company Secretary) ||1.84 ||NIL ||1.59 |
|8 ||@Mr. Anubhav Maurya (Additional Director) ||NIL ||NIL ||NIL |
|9 ||Mr. Vinod Laxman Prabhu (CFO) ||2.15 ||20% ||1.85 |
Notes: * Resigned w.e.f. 18/08/2017 01/11/2017 resp. @Appointed w.e.f.01/02/2018
All appointments are / were non-contractual.
There were 5 employees on the roll of Company during the year.
The median remuneration of the Company is Rs. 1.16 Lakh.
Remuneration as shown above comprises of Salary Leave Salary Bonus LeaveTravel Assistance Medical Benefit House Rent Allowance Perquisites and Remuneration onCash basis.
Extract of Annual Return
The Extract of Annual Return in form No.MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed hereto and forms partof this report as Annexure C.
Conservation of Energy and Technology Absorption
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3) (m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
Listing of Shares of the Company
The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd. The Company has paid the listing fees to the BSE Ltd. for the financial year 2018-19on time.
Particulars of Loans Guarantees or Investments
Details of investments covered under the provisions of Section 186 of the CompaniesAct 2013will be produced for verification to the members on their specific request.
There is no inflow and outflow of Foreign Exchange.
During Financial year 2017-2018 postal ballot was not conducted by the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
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 year 2017-18 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 2017-18 no cases in the nature of sexual harassment werereported at any workplace of the company
Appreciation and Acknowledgement
Your Directors would like to express their appreciation for the assistance andco-operation received from the Government authorities banks customers businessassociates and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.
|For &On behalf of the Board of Directors || |
|Sd/- ||Sd/- |
|Girraj Kishor Agrawal ||Tanu Giriraj Agarwal |
|Director ||Director |
|DIN: 00290959 ||DIN: 00290966 |
|Date: 14/08/2018 || |
|Place: Mumbai || |