The Members of
Five X Tradecom Limited
Your Directors are pleased to submit the 10th Annual Report of the Companytogether with Standalone Audited Financial Statements along with Independent Auditor'sReport for the financial year ended 31st March 2019.
The summary of the Company's Standalone financial performance for the financial year2018-19 as compared to the previous financial year 2017-18 is given below:
|Particulars ||Year ended 31/03/2019 ||Year ended 31/03/2018 |
|Revenue from Operations ||11708940 ||18548221 |
|Revenue from Other Income ||796149 ||208780 |
|Share of profits/losses in a partnership firms ||- ||- |
|Total Revenue ||12505089 ||18757001 |
|Total Expenses ||13129159 ||15844925 |
|Profit / (loss) before exceptional items and tax ||(624070) ||2912076 |
|Exceptional Items ||- ||- |
|Profit / (loss) before tax ||(624070) ||2912076 |
|Tax expense: || || |
|(1) Current tax ||- ||- |
|(2) Deferred tax ||- ||1625743 |
|(3) Excess/ Short Provision of Tax ||- ||- |
|Profit / (Loss) for the period from continuing operations ||(624070) ||1286333 |
|Profit/ (loss) from discontinued operations ||- ||- |
|Tax expense of discontinued operations ||- ||- |
|Profit/ (loss) from discontinued operations ||- ||- |
|Profit/ (loss) for the period ||(624070) ||1286333 |
|Other Comprehensive income ||1630603 ||(543448) |
|Total Comprehensive Income for the period (Comprising Profit (Loss) and ||1006533 || |
|Other Comprehensive Income for the period) || || |
|Earnings per equity share (for discontinued and continuing operation): || || |
|(1) Basic ||(0.03) ||0.06 |
|(2) Diluted ||(0.03) ||0.06 |
*Note : Figures of the financial year 2018-19 are re-grouped or re-classified.
STATE OF COMPANY' AFFAIRS
During the year your Company has income of Rs. 12505089 /-including other income ascompared to Rs.18757001 /- in the previous year. The Net Profit after tax was Rs(624070) /- against the Net Profit of Rs. 1286333 /- in the previous year.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended 31st March 2019.
AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the Company has not proposed to transfer any amount to the GeneralReserve of the Company.
DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014. Since the Company has not accepted any accepted any depositsduring the financial year 2018-2019 there has been no non-compliance with therequirements of the Act.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
During the year under review there were no such companies which have become or ceasedto be Subsidiaries/ Joint Venture/ Associate Companies.
UNPAID / UNCLAIMED AMOUNTS TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 the company is not required to transfer anyamount to Investor Education and Protection Fund.
The Company's paid up Equity Share capital continues to stand at Rs. 205544000/- ason March 31 2019. During the year the company has not issued any shares or convertiblesecurities. The Company does not have any Scheme for issues of shares including sweatequity to the employees or Directors of the Company.
The Company is not required to obtain any credit rating from any credit ratingagencies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Company's Board of Directors are eminent persons of provencompetencies and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment towardsthe company and devote adequate time to the meetings. The Company recognizes andembracesthe importance of a diverse board in its success. The Company believes that a trulydiverse board will leverage differences in thought perspective knowledge skillindustry experience and gender which will help the Company to retain its competitiveadvantage.
As on March 31 2019 the Company has 4 Directors consisting of 1 Non- IndependentDirectors (Managing Director) 3 Independent Directors.
During the year under review the following changes occurred in the position of theDirectors/KMPs of the Company.
|Name of the Directors / KMPs ||Date of Event ||Details of Event |
|Ms. Prajna Naik ||16/04/2018 ||Appointment as Company Secretary & Compliance |
| || ||Officer of the Company. |
|Ms. Prajna Naik ||11/05/2018 ||Resignation as Company Secretary & Compliance |
| || ||Officer of the Company. |
|Mrs. Tanu Giriraj Agarwal ||14/08/2018 ||Resignation as Director of the Company. |
|Mr. Zubin Jasi Pardiwala ||14/08/2018 ||Resignation as Independent Director of the Company. |
|Mr. Amit Gulecha ||14/08/2018 ||Resignation as Managing Director of the Company. |
|Mr. Hardikkumar Bharatbhai Kabariya ||14/08/2018 ||Resignation as Independent Director of the Company. |
|Mr. Anubhav Srinath Maury ||14/08/2018 ||Resignation as Independent Director of the Company. |
|Mr. Vinod Laxman Prabhu ||14/08/2018 ||Resignation as Chief Financial Officer of the Company. |
|Mrs. Nikita Parekh ||14/08/2018 ||Appointment as Non Executive Independent Director of the Company. |
|Mr. Vishal Sonawane ||14/08/2018 ||Appointment as Non Executive Independent Director of the Company. |
|Mr. Shanker Lal Pancholia ||14/08/2018 ||Appointment as Non Executive Independent Director of the Company. |
|Mrs. Vijayshree Desa ||14/08/2018 ||Appointment as Managing Director of the Company. |
|Mr. Vinod Kacharu Mokal ||29/07/2018 ||Appointment as Additional Independent Director of the |
| || ||Company. |
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as AnnexureC to this Report. The web address where the policy is uploaded is www.fivexfinance.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators or others.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitment affecting the financial position of theCompany upto the date of approval of this report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory Auditors of the Company as well as the Internal Auditors of the Company andcover all offices and key business areas.
Your Company has following 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' forming partof the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act 2013 and Rulesmade there under the Company is not required to constitute CSR Committee neither thecompany is required to comply with any of the provisions of Section 135 of the CompaniesAct 2013 and Rules made there under.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility Statement your Directors hereby confirmthat:
in the preparation of the annual accounts the applicable accountingstandards have been followed and no material departures are made;
appropriate accounting policies have been selected and applied consistentlyand estimates and judgments made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;
the annual accounts have been prepared on a going concern basis; and
Proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors of the Company based on the recommendation of the Auditcommittee has recommended appointment of M/s. PMPK & Company Chartered Accountants(Firm Registration No. 019681N) as Statutory Auditors of the Company subject to membersapproval to fill the casual vacancy due to resignation of M/s. SSRV & AssociatesChartered Accountants as Statutory Auditors of the Company who shall hold office for aperiod of 5 years (Five years) from the conclusion of this Annual general meeting untilthe conclusion of the Nineteenth Annual General Meeting.
They have furnished a certificate confirming that if appointed their appointment willbe in accordance with Section 139 read with Section 141 of the Companies Act 2013 andthey are not disqualified to be appointed as statutory auditors in terms of section 143 ofthe Act.
The members are therefore requested to appoint M/s. PMPK & Company CharteredAccountants (Firm Registration No. 019681N) as Statutory Auditors of the Company for aterm of five years from the conclusion of this Annual General meeting till the conclusionof Nineteenth Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mr. Nitesh Chaudhary Practicing Company Secretary Mumbai (MEM NO.FCS-10010 & COP NO.16275) to undertake the Secretarial Audit of the Company for thefinancial year 2018-2019. The Report of the Secretarial Auditor is annexed herewith as AnnexureC and forms an integral part of this Report.
The Company has appointed M/s A.M. Gohel & Co. Chartered Accountants as anInternal Auditor F.Y 2018-19.
Explanation or comments on qualifications reservations or adverse remarks made byauditors and the practicing
Company secretary in their reports
The Statutory Auditors' Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2019 does contains qualificationsreservations or adverse remarks on which management have given their explanations whichare as follows :
1. As per provisions of Section 45-IA of RBI Act 1934 a Company is classified undervarious categories of Finance Company if a Company's Financial assets are more than 50% ofthe total assets of the Company and Gross Income from Financial Activities constitute morethan 50% of Gross Income. The Company is required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934 as both the Financial Assets exceeds 50% of totalassets as well as Income from Financing activities exceeds 50% of Gross Income during theyear. Here the management of the company would like to clarify that the company isaware of the same and the company is finding out various ways and means to increaserevenue from operations and other operating income in order to increase its income.
2. The Company did not have an appropriate internal control system for granting LoansDemand and other loans given are governed by the Board Policies. Considering the closemonitoring of Board no appraisal renewal Policies Procedure Committee or documentshave been prescribed and executed. The company has appointed Internal Auditors for thesame who will be guiding the company to comply with the same.
3. The Company's internal control system is not commensurate to the size and scale ofoperation over purchase and sale of shares and inventory and for expenses incurred. Thecompany has appointed Internal Auditors for the same who will be guiding the company tocomply with the same.
The Secretarial Auditors' Report to the members of the Company for the financial yearended 31st March 2019 does contains qualifications reservations or adverseremarks on which management have given their explanations which are 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 is in search of an appropriate professional to whom company shall outsource thiswork to comply with the same.
2. As per provisions of section 45-IA of RBI Act 1934 a company is classified undervarious categories of Finance company if the company's financial assets are more than 50%of the total assets of the company and Gross Income from Financial activities constitutemore than 50% of the gross income. Accordingly the company is required to get registeredwith provision of RBI as A NBFC company i.e. .Finance Company i.e. company is required toobtain registration from RBI under section 45-IA of RBI Act 1934. Here the managementof the company would like to clarify that the company is aware of the same and the companyisfindingout various ways and means to increase revenue from operations and otheroperating income in order to increase its income.
3. The Whole Company Secretary of the company has not signed/certified the AnnualReturn (MGT-7) of the company for F.Y. 2017-18 as per Section 92 of Companies Act 2013. TheCompany will make sure that the company secretary of the company will sign/certify theannual return of the company from the current financial year.
4. The Company has not disseminated to the exchange the newspaper publications made bythe Company during the year as required under regulation 47(1) and (3) of SEBI (LODR)Regulation 2015. Here the Management would like to clarify that the company has madepublications in the newspapers as required under the provisions of Regulation 47 of SEBI(LODR) Regulations 2015. Further newspaper publications are not mandatorily required tobe disseminated on the website of the Stock Exchange as per the provisions of Regulation47 of
SEBI (LODR) Regulations 2015. Hence keeping in view the provisions of SEBI (LODR)Regulations 2015 the company has not violated any of the provisions of the SEBI (LODR)Regulations 2015 as mentioned by the Secretarial Auditor's.
The Company in compliance with Section 177 of the Companies Act 2013 read withapplicable provisions thereof. Further the Company is not required to comply withRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013.
PARTICULARS OF CONTRACT OR ARRANGEMENT RELATED PARTIES.
In line with the requirements of the Companies Act 2013 and Listing Regulations thecompany has formulated a Policy on Related Party Transactions as approved by the Board ofDirectors which is also available on the Company's website and the same is considered forthe purpose of identification and monitoring Related Party transactions.
During the year under review the Company has not enter into any contracts orarrangement with its related parties referred to in Section 188(1) of the Companies Act2013. Disclosures in Form AOC-2 pertaining to material contract and arrangement in termsof Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)Rules 2014 is included in this report as "ANNEXURE-B" and forms anintegral part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rules 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been annexed to this Report and marked as AnnexureF.
Details of employee remuneration as required under provisions of Section 197 of theAct and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this report. As per the provisions of section 136 ofthe Act the report and financial statements are being sent to the members of your Companyand others entitled thereto excluding the statement on particulars of employees. Copiesof said statement are available at the registered office of the Company during thedesignated working hours from 21 days before the Annual General Meeting till date of theAnnual General Meeting. Any member interested in obtaining such details may also write tothe corporate secretarial department at the registered office of the company.
Your Company has devised a Policy for determining qualifications positive attributesof Directors performance evaluation of Independent Directors Board Committees and otherindividual Directors which also include criteria for performance evaluation of thenon-executive directors and executive directors. While appointing and re-appointingIndependent Directors the Board ensures that there is appropriate balance of skillsexperience and knowledge to enable the Board to discharge its functions and dutieseffectively.
In accordance with the provisions of Companies Act 2013 and Regulation 17(10) ofSEBI(LODR) Regulations 2015 the evaluation process for the performance of the Board itsCommittees and individual Directors was carried out internally. The Board evaluated itsperformance after seeking inputs from all the Directors on the basis of criteria such asthe Board composition and structure effectiveness of board processes information andfunctioning etc.
FAMILIARIZATION OF INDEPENDENT DIRECTORS
The Company familiarizes its Directors including independent directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through on variousprograms.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the Financial Statements provided in this Annual Report.
RISK MANAGEMENT SYSTEM
In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor & take precautionary measuresin respect of the events that may pose risks for the business. The Board &AuditCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.
REPORT ON CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance is providedtogether with a Certificate from the Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under Listing Regulations.A Certificate of the CEO and CFO of the Company in terms of Listing Regulations interalia confirming the correctness of the financial statements and cash flow statementsadequacy of the internal control measures and reporting of matters to the Audit Committeeis also annexed.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of the growth of the company operations performance vis-a-visindustry growth and outlook of the Company and its business is given in the ManagementDiscussion and Analysis appearing as Annexure E to this Report and it also coverseconomic factors that impacted the growth of the business during the year under review.
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. During the year the board of directors met 9(Nine) times.
The intervening gap between the two board meetings did not exceed 120 days.
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 A.The webaddress where the extract of annual return is uploaded is www.fivexfinance.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation Of Energy
The details pertaining to Conservation of Energy has been annexed herewith and markedas Annexure D.
b. Technology Absorption
The details pertaining to Technology Absorption has been annexed herewith and marked asAnnexure D.
c. Foreign Exchange Earnings And Outgo
During the financial year 2018-19 the company has not earned any Foreign Exchange interms of actual inflows and the Foreign Exchange outgo in terms of actual outflows.
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on BSE Limited. The Companyhas paid the listing fees as payable to the BSE Ltd. for the financial year 2019-2020.
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 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 2018-19 no cases under this mechanism were reported in theCompany.
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.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.
During the Financial Year 2018-19 your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
REPORTING OF FRAUD
The Auditors have not reported any fraud as specified under Section 143(12) of theCompanies Act 2013 other than those which are reportable to the Central Government.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly such accountsare not made and maintained by the Company.
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 year2018-19 no cases in the nature of sexual harassment were reported at our workplace of theCompany. Further the company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required underregulation 17(8) of the Listing Regulation and Chief Executive Officer declaration aboutthe Code of Conduct is Annexed to this Report marked as
Your Directors state no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Companyunder any scheme.
3. Your Company has not resorted to any buy back of its Equity Shares during the yearunder review.
4. Your Company does not have subsidiaries. Hence neither the Managing Director nor anyother Directors of your Company received any remuneration or commission during the yearfrom any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and your Company's operations in future.
The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein. The Company is notobliged to update any such forward-looking statements. Some important factors that couldinfluence the Company's operationscomprise economic developments pricing and demand andsupply conditions in global and domestic markets changes in government regulations taxlaws litigation and industrial relations.
The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the Company for their ongoing support. The Directors also place on record theirsincere appreciation for the continued support extended by the Company's stakeholders andtrust reposed by them in the Company. The Directors sincerely appreciate the commitmentdisplayed by the employees of the Company resulting in satisfactory performance during theyear.
| ||Mrs. Vijayshree Krishnat Desai |
| ||Chairman and Managing Director |
| ||DIN : 08198477. |
|Place : Mumbai || |
|Date : 14/08/2019. || |